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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA OR JAPAN |
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8 December 2006 |
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DATAMONITOR PLC ("DATAMONITOR") |
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RECOMMENDED CASH OFFER FOR OVUM PLC ("OVUM") RECOMMENDED CASH OFFER FOR OVUM PLC |
FOR IMMEDIATE RELEASE |
| | OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS Datamonitor is pleased to announce that all conditions relating to the Offer, as set out in the offer document dated 10 November 2006, have now been satisfied or waived. Accordingly, the Offer has been declared unconditional in all respects. On 4 December 2006, the Offer was extended until 3:00 p.m. on 15 December 2006 and the Offer will remain open for acceptance until 3.00 p.m. on 15 December 2006. Ovum Shareholders are advised that Datamonitor might not extend the Offer beyond 3.00 p.m. on 15 December 2006, in which case it would not be possible to accept the Offer after that time. However, Datamonitor reserves the right to extend the Offer should it wish to do so. Ovum Shareholders who wish to accept the Offer, but have not yet done so, are strongly encouraged (in the case of Ovum Shares which are not held in CREST) to complete and return a Form of Acceptance or (in the case of Ovum Shares which are held in CREST) to effect an Electronic Acceptance, in each case as soon as possible and, in any event, by not later than 3.00 p.m. (London time) on 15 December 2006. By 3.00 p.m. on 7 December 2006, valid acceptances of the Offer had been received in respect of a total of 9,833,949 Ovum Shares, representing approximately 79.47 per cent. of the issued share capital of Ovum and 87.18 per cent. of the Ovum Shares to which the Offer relates. Datamonitor also holds 1,093,635 Ovum Shares, representing approximately 8.83 per cent. of the issued share capital of Ovum. Datamonitor acquired those Ovum Shares on 24 October 2006, being prior to the making of the Offer. Datamonitor intends to procure that Ovum applies, as soon as practicable, to the London Stock Exchange for cancellation of the admission to trading of Ovum Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 8.00 a.m. on 28 December 2006, being the twentieth business day following the date of this announcement. Consideration due under the Offer will be despatched by 21 December 2006 in respect of Ovum Shares for which valid and complete acceptances had been received by 3.00 p.m. on 7 December 2006. Consideration due in respect of valid and complete acceptances received after 3.00 p.m. on 7 December 2006 will be despatched within 14 days of such receipt. On 20 October 2006, Datamonitor announced that it had received irrevocable undertakings to accept the Offer from the Ovum Directors and certain other Ovum Shareholders in respect of, in aggregate, 4,810,826 Ovum Shares, representing approximately 38.96 per cent. of the existing issued share capital of Ovum. Datamonitor has received valid acceptances in respect of, or has acquired, all of the Ovum Shares which are the subject of such irrevocable undertakings. Neither Datamonitor, nor any person acting, or deemed to be acting, in concert with Datamonitor for the purpose of the Offer, owned or controlled any Ovum Shares or any rights over any Ovum Shares immediately prior to the commencement of the Offer Period. Save as referred to above, neither Datamonitor, nor any person acting, or deemed to be acting, in concert with Datamonitor for the purposes of the Offer, has acquired or (other than pursuant to the Offer) agreed to acquire any Ovum Shares or any rights over any Ovum Shares during the Offer Period. None of the valid acceptances referred to above have been received from persons acting in concert with Datamonitor. Enquiries: Datamonitor Telephone: 020 7675 7000 Mike Danson Rothschild (Financial adviser to Datamonitor) Telephone: 0161 827 3800 Andrew Thomas Investec (Broker to Datamonitor) Telephone: 020 7597 5970 Keith Anderson Hudson Sandler (Public relations adviser to Datamonitor) Telephone: 020 7796 4133 Michael Sandler Nick Lyon Words and expressions which are defined in the offer document dated 10 November 2006 (the "Offer Document") apply to this announcement unless otherwise indicated. This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made only on the basis of information referred to in the Offer Document. The directors of Datamonitor accept responsibility for the information contained in this announcement. To the best of knowledge and belief of the directors of Datamonitor, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Rothschild, which is authorised and regulated by the Financial Services Authority, is acting as sole financial adviser to Datamonitor and no-one else in connection with this announcement and will not be responsible to anyone other than Datamonitor for providing the protections afforded to clients of Rothschild or for providing advice in relation to the contents of this announcement. Investec, which is authorised and regulated by the Financial Services Authority, is acting exclusively as broker to Datamonitor and no-one else in connection with this announcement and will not be responsible to anyone other than Datamonitor for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement. The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, electronically or by facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, Canada, Japan or any Prohibited Jurisdiction and, subject to certain exceptions, the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of this document, the Form of Acceptance and any related or accompanying document are not being, and must not be, directly or indirectly, mailed, distributed, transmitted, forwarded or otherwise sent, in whole or in part, in, into or from the United States, Canada, Japan or any Prohibited Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Persons receiving this document, the Form of Acceptance or any related or accompanying document (including, without limitation, custodians, nominees and trustees) should not distribute, mail, transmit, forward or send them or any of them in, into or from the United States, Canada, Japan or any Prohibited Jurisdiction or use such mails or any such means, instrumentality or facility for any purpose related to the Offer.
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