Acquisition

RNS Number:7273S
Informa Group PLC
02 December 2003



Not for release, publication or distribution, in whole or in part, in or into
the US, Canada, Australia, The Republic of Ireland or Japan

2 December 2003

Informa Group plc - #120 million acquisition of PJB Publications Limited and
announcement of a placing of 13,280,000 ordinary shares

Introduction

Informa Group plc ("Informa" or the "Company"), the business information group,
is pleased to announce the proposed acquisition (the "Acquisition") of PJB
Publications Limited ("PJB"), an independent publisher of international business
news and information services for the pharmaceutical, agrochemical and
biotechnology industries, for #120,000,000 and a cash amount equal to the amount
of the cash balances of the PJB group at completion of the Acquisition. The cash
elements of the Acquisition consideration are to be funded from Informa's debt
facilities and the proceeds of the placing (the "Placing"), described below.

In view of its size, the Acquisition requires the approval of shareholders at an
extraordinary general meeting (the "EGM") to be held on or about 19 December
2003. A circular (the "Circular") setting out, inter alia, the proposed
resolution to approve the Acquisition, will be posted to shareholders shortly.

Information on PJB

PJB is an independent publisher of international business news and information
services for the pharmaceutical, agrochemical and biotechnology industries.
PJB's key products include Scrip, Clinica and Pharmaprojects.

Scrip is an international pharmaceutical business newsletter, providing news,
analysis, commentary and data on a twice-weekly basis. Scrip currently has circa
7,500 subscribers.

Clinica World Medical Device and Diagnostic News is a weekly international
newsletter covering the medical device and diagnostic industries. Clinica has
over 1,000 subscribers.

Pharmaprojects is an important source of worldwide business intelligence on
drugs in research and development. It tracks new drug candidates from early
discovery through the lengthy research and development process - over 7,000 at
any one time - from approximately 1,000 commercial sources.

PJB also has strong positions in the markets for information in the crop
protection, animal health and brewing industries and offers a wide portfolio of
publications and services for the ethical pharmaceutical industry, including
products specifically for the medical biotechnology sector.

PJB employs a number of information delivery methodologies, including
newsletters and journals in a variety of printed and electronic formats and
frequencies, databases (including R&D databases) and market reports.

PJB has a significant recurring revenue stream, with approximately 70  per cent.
of revenues for the year ending 31 August 2003 being generated from
subscriptions with an annual renewal rate in excess of 80  per cent. Another
approximately 18  per cent. of revenues were generated from reports and
electronic access, with approximately 12  per cent. of revenue being generated
from advertising.

PJB's principal activities are based in the UK, with an office in New York. PJB
currently has circa 240 employees.

Financial information on PJB

Summary financial information for PJB for the three years ended 31 August 2003
is set out below:

                                         Year ended 31 August

                                    2001           2002           2003

                                      #m             #m             #m
                -------------------------------------

Turnover                            27.0           26.2           23.4

Operating profit                    10.8           10.7            9.1

Profit before tax                   11.5           11.4            9.9

Net assets                          10.9           18.5           19.9
                -------------------------------------

Further financial information relating to PJB for the three years ended 31
August 2003 will be set out in the Circular.

Background to and reasons for the Acquisition

Informa has previously stated its desire to build its life sciences activity and
in particular to acquire a subscription publishing portfolio to sit alongside
its existing events and publications in this important sector. The Board
considers PJB to be a premier pharmaceutical publisher with highly respected
leading brands and is delighted to have the opportunity to combine the two
businesses in order to create a market leading information company with
excellent growth prospects and solidity of earnings. In particular, the Board
believes that PJB can be quickly integrated within the Informa group and that
the combination of Informa and PJB will create a number of key benefits for
shareholders:

            - the Acquisition will add significant strength to Informa's life
            sciences division, bringing important critical mass and accelerated
            product development capability in a growing, high value area of the
            business information market;

            - the leveraging of Informa's expertise in creating electronic data
            delivery systems and in marketing and sales is expected to result in
            Informa being able to exploit PJB's products more effectively and
            deliver enhanced revenues;

            - PJB does not currently run conferences and exhibitions. The Board
            expects there to be significant branded conference, seminar and
            exhibition opportunities, particularly those which can be branded
            with PJB's key publications, described above;

            - PJB has an international customer base covering a broad sector of
            interests in the pharmaceutical and health care sectors -
            commercial, clinical and academic. The addition of these customers
            to Informa's existing customer database will create stronger
            cross-marketing opportunities for both companies' life sciences
            product portfolios;

            - the Board expects that the proposed combination will be capable of
            generating cost synergies, though the main emphasis will be on
            revenue enhancements for which there should be many opportunities;

            - the Acquisition will result in Informa increasing the proportion
            of its subscription-based revenue, in line with the stated strategy
            of the Board to build resilient recurring revenue streams; and

            - the enlarged group will be well positioned to take advantage of
            any upturn in economic conditions.

The Board believes that the Acquisition will be earnings enhancing in the year
ending 31 December 2004.

Principal terms and conditions of the Acquisition

Under the acquisition agreement (the "Acquisition Agreement"), Informa has
agreed to purchase the entire issued share capital of PJB for a consideration of
(i) #120 million to be satisfied on completion by #118.5 million in cash and
#1.5 million by the allotment and issue of 530,223 ordinary shares to Dr Philip
Brown, and (ii) a further cash payment by the Company of an amount equal to the
amount of the cash balances of the PJB group at completion of the Acquisition,
subject to a maximum of #31,500,000.

The Acquisition Agreement is conditional on the passing of the resolution to
approve the Acquisition at the EGM and the Company receiving the necessary
funding pursuant to the Company's new facilities agreement and the Placing.

Details of the Placing

The Placing is being undertaken to raise funds to satisfy part of the
consideration due in connection with the Acquisition. In the event that the
Acquisition does not complete, Informa will use the proceeds of the Placing to
reduce bank borrowings.

Informa is placing 13,280,000 Ordinary Shares (the "Placing Shares") at a price
of no less than 275 pence per share. The Placing Shares being issued represent
circa 9.61 per cent. of Informa's issued share capital prior to the Placing.

The price at which the Placing Shares are issued is expected to be determined
and announced as soon as practicable after the Placing closes.

The Placing is being underwritten by UBS at a price of 275 pence per share.

The Placing Shares will, when issued, rank pari passu in all respects with the
existing issued shares of Informa, save for dividends previously declared by
Informa.

In connection with the Placing, Informa has today entered into a placing
agreement ("the Placing Agreement") with UBS Limited ("UBS" or "UBS Investment
Bank"), pursuant to which UBS has conditionally agreed to use its reasonable
endeavours to procure placees for the Placing Shares. The Placing will be
conducted through a bookbuilding process.

Application will be made to the UK Listing Authority and to the London Stock
Exchange for the Placing Shares to be admitted to listing on the Official List
and to trading on the London Stock Exchange's market for listed securities
respectively (together "Admission"). It is expected that Admission will become
effective and dealings will commence in the Placing Shares at 8.00 am on 5
December 2003.

The Placing is conditional, inter alia, upon Admission becoming effective by
8.00 am on 5 December 2003 (or such later time and/or date as UBS may agree) and
on no force majeure event or material adverse change having occurred before
Admission becomes effective.



Current trading and prospects of Informa and PJB (together, the "Enlarged
Group")

The Board is expecting a satisfactory outcome for the year ending 31 December
2003 despite a business environment that continues to be challenging. With
improving business sentiment the Board is confident in the likely performance of
Informa and the Enlarged Group in 2004.

On a divisional basis, the Board has seen some marginal improvements in Finance
& Insurance and Life Sciences, although Telecoms & Media continues to experience
a difficult market. In Maritime & Transport, Informa has recently signed a
$600,000, three year contract with a US port for its Vigilance product, a
maritime security product.

The Board is pleased with the progress of the integration of MMS and MCM.

The Directors believe that PJB can be quickly integrated within Informa. They
expect this to result in both improved revenue benefits and cost efficiencies as
PJB's products are marketed to Informa's international customer base. They also
expect an acceleration of new product development in life science events and
publications to flow from the integration.

The Board is confident of the Enlarged Group's prospects for the year ending 31
December 2004, and believes that the Informa Group as enlarged by the
Acquisition will be well positioned to take advantage of any upturn in economic
conditions.

Informa is being advised by UBS Investment Bank in relation to both the
Acquisition and the Placing.

Peter Rigby, Chairman of Informa, commented:

"I am delighted that we have had the opportunity to acquire PJB as this is a
business which we have long wished to combine with our existing Life Sciences
activity. The business is in one of our core markets, providing value added,
must have information and analysis to business customers, largely on a
subscription basis.

The Acquisition is in line with our strategy of acquiring strong international
publishing brands based around value-added subscription services."



Contacts

Informa Group plc  020 7017 4302

Peter Rigby    Chairman

David Gilbertson  Chief Executive

Jim Wilkinson   Finance Director

Bell Pottinger Financial  020 7861 3877/3887

Catherine Lees

Zoe Sanders

UBS Investment Bank  020 7567 8000

Michael Lacey-Solymar

Adam Joy

Ian Bonnor-Moris

The statement that the Board believes that the Acquisition will be earnings
enhancing does not constitute a profit forecast nor should it be interpreted to
mean that earnings per share of Informa for the current or future years will
necessarily match or exceed the historical published earnings per share of
Informa.

Statements made in this release with respect to the Company's current plans,
estimates, strategies and beliefs and other statements that are not historical
facts are forward-looking statements about the future performance of the
Company. These statements are based on management's assumptions and beliefs in
light of the information currently available to it. The Company cautions you
that a number of important risks and uncertainties could cause actual results to
differ materially from those discussed in the forward-looking statements, and
therefore you should not place undue reliance on them.

The Company does not undertake any obligation to update any forward looking
statements discussed in this announcement, whether as a result of new
information, future events or otherwise.

This announcement does not constitute an offer of securities for sale in the
United States. The Placing Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold in the United States absent registration or an
exemption from registration under the Securities Act. Any public offering of
securities in the United States will be made by means of a prospectus that will
contain detailed information about the Company and the management, as well as
financial statements. Such prospectus (if any) may be obtained from the Company.

UBS is acting for Informa in connection with the Placing and the Acquisition and
no one else and will not be responsible to anyone other than Informa for
providing the protections offered to clients of UBS nor for providing advice in
relation to the Placing or the Acquisition.

Nothing in this press announcement should be construed as or be interpreted to
mean that the earnings per share of Informa for the current or future years will
necessarily match or exceed the historical or published earnings of Informa.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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