The combination of CMP Media Electronics Group’s more than 14 market-leading media properties such as EE Times, DesignLines and Embedded Systems Conferences with TechOnLine’s leading online services will create the most comprehensive set of news, information and education resources available to the electronics industry.
TechOnLine’s key business is its Marketing & Promotional Services unit. In the 12 months to June 2005, this business generated revenues of $3.0m and EBITDA of $0.8m. We are only attributing nominal values to the two other embryonic business units, which are currently unprofitable.
In addition to the initial consideration, today’s transaction includes a potential maximum earnout of up to $2.5m, subject to performance criteria.
Light Reading has been built around the lightreading.com website. However, the business also has four other online sites: byteandswitch.com (storage), unstrung.com (wireless), nextgendata.com (data centre management) and heavyreading.com (market research repository). The company has also diversified and produces a wide range of events serving the communications industry.
Light Reading leads all telecom media in terms of traffic, content, and reputation, and reaches every level of the telecommunications pyramid: service providers, equipment manufacturers, and the business/financial community.
With its monthly audience in excess of 400,000 unique visitors, Light Reading is easily the largest online telecommunications publication in the world. Its monthly readership is greater than the audited circulation of its all its print competitors combined.
UBM is acquiring Light Reading Inc from its shareholders.
Related Websites: | |
http://www.byteandswitch.com/ | http://www.heavyreading.com/ |
http://www.unstrung.com/ | http://www.nextgendata.com/ |
About CMP Media (http://www.cmp.com)
CMP Media is the leading integrated media solutions company providing “broad and deep” access to the entire technology spectrum — the builders, sellers and buyers of technology worldwide. The company’s comprehensive database of technology decision makers enables marketers to reach targeted audiences throughout the purchase process with publications, web offerings, face-to-face events, consulting and other marketing services that deliver actionable results.
About Informex (http://www.informex.com/)
For over 21 years, INFORMEX® has been the premier US venue for connecting the chemical industry to the latest technological advances and the newest developments in custom manufacturing, with nearly 480 exhibiting companies and over 4,000 specialty and fine chemical professionals in attendance.
About SOCMA
The Synthetic Organic Chemical Manufacturers Association (SOCMA) is the leading trade association serving the specialty-batch and custom chemical industry since 1921. Its 300 member companies have more than 2,000 manufacturing sites and 100,000 employees. SOCMA members encompass every segment of the industry—from small specialty producers to large multinational corporations—and manufacture 50,000 products annually valued at $60 billion dollars.
About CPhI (http://www.cphi.com)
CPhI started in 1990 as an international convention on chemical and pharmaceutical ingredients and intermediates. The first CPhI in 1990 attracted 250 visitors for 16 companies, while nowadays 20,000 industry professionals visit some 1,500 exhibiting companies from over 110 countries in the world. CPhI is the leading exhibition on pharmaceutical ingredients and allied industries. Every year the exhibition becomes larger with exhibitors and visitors doing business at CPhI. It is the perfect opportunity to develop new business contacts and to maintain existing relationships. The next CPhI show will be held in Madrid on November 1st – 3rd 2005.
About CMP Information (http://www.cmpinformation.com)
CMP Information is the UK-headquartered professional media division of United Business Media plc. Operating in the UK and Europe, CMPi provides creative professional media solutions to around 20 industry sectors. Its products, including magazines, exhibitions, conferences, awards, directories and websites, are targeted at business professionals across a range of professional markets; these include Building & Property, Medical, Chemical and Pharmaceutical Ingredients, Travel, Agriculture and Print.
About TechOnLine (http://www.techonline.com/)
TechOnLine enjoys a leading position in connecting Electronic Original Equipment Manufacturers (EOEM) with electronics design engineers through its online program offerings and web communities. The EOEM marketplace is a sizeable $200 billion market.
TechOnLine works with the world’s top electronic component manufacturers, in addition to almost 400,000 registered users who rely on its websites and program offerings to gain valuable design information throughout the design and manufacturing process.
TechOnLine has built an enviable customer list that includes Intel, Freescale (Motorola), Renesas (Mitsubishi/Hitachi), Texas Instruments, Agilent and many other top tier electronics manufacturers. Part of the success of the company to date has been that TechOnLine’s web-based relationship marketing programs provide high and measurable ROI for these customers.
UBM is acquiring the assets of the TechOnLine business from TechOnLine Inc.
About CMP Media’s Electronics Group
CMP Media’s Electronics Group is the premier technology and business media brand serving the information needs of the creators of technology worldwide through print, online and conferences.
As the most comprehensive and integrated source of electronics technology information, CMP’s Electronics Group offers a full suite of products and services to reach the largest number of electronics systems design professionals throughout the world. With its combination of media properties, CMP Media’s Electronics Group focuses on delivering a targeted audience and actionable information to marketers in the electronics technology community.
Each month, CMP Media Electronics Group delivers more than 1 million copies of its publications in five languages to subscribers in 55 countries, and online visitors from more than 100 countries view more than 7.5 million pages on its Web sites in six different languages. Each year, more than 35,000 decision makers from 48 countries attend CMP Electronics Group conferences in North America, China, Taiwan and Europe.
CMP Media’s Electronics Group properties include: |
|
• | Print: EE Times, Embedded Systems Programming, Electronics Supply & Manufacturing |
• | Online: EE Times Online, DesignLines, PlanetAnalog.com, Embedded.com, my-esm.com, CommsDesign.com, and SupplyLines |
• | Conferences: Embedded Systems Conferences, Embedded Connect and Design Seminars |
United Business Media plc (http://www.unitedbusinessmedia.com) is a leading provider of business information services to the technology, healthcare, media, automotive, financial services and property industries. UBM offers services in news distribution, publishing and events to customers across the globe. Its brands include PR Newswire, the world’s leading corporate news distribution service; and CMP, the media and exhibition group serving the Professional and Enthusiast in the high tech, healthcare, property, entertainment, jewellery & fashion markets in the US, UK, Asia and Europe.
This press release includes statements, which are not historical facts and are considered “forward-looking” within the meaning of Section 27 of the Securities Act of 1933, as amended. These forward-looking statements reflect UBM’s current views about future events, business and growth strategy and financial performance. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “plan,” “anticipate,” “on target” and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from UBM’s expectations. UBM expressly does not undertake any duty to update forward-looking statements. Management does not attempt to update forecasts unless conditions materially change.
Appendix 14.
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
All relevant boxes should be completed in block capital letters.
1. | Name of company |
| |
| UNITED BUSINESS MEDIA PLC |
| |
2. | Name of shareholder having a major interest |
| |
| Aviva plc and subsidiaries (Morley Fund Management Limited) |
| |
3. | Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person’s spouse or children under the age of 18 |
| |
| NON BENEFICIAL – See 2 Above |
| |
4. | Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them |
| |
| As 2 Above – see attached sheet. |
| |
5. | Number of shares acquired |
| |
| N/A |
| |
6. | Percentage of issued class |
| |
| N/A |
| |
7. | Number of shares/amount of stock disposed |
| |
| N/A |
| |
8. | Percentage of issued class |
| |
| N/A |
| |
9. | Class of security |
| |
| ORDINARY SHARES OF 30 5/14 P |
| |
10. | Date of transaction |
| |
| UNKNOWN |
11. | Date company informed |
| |
| 18 AUGUST 2005 |
| |
12. | Total holding following this notification |
| |
| 19,607,284 ORDINARY SHARES OF 30 5/14 P |
| |
13. | Total percentage holding of issued class following this notification |
| |
| 7.1% |
| |
14. | Any additional information |
| |
| N/A |
| |
15. | Name of contact and telephone number for queries |
| |
| HELEN MARTIN 020 7921 5062 |
| |
16. | Name and signature of authorised company official responsible for making this notification |
| |
| ANNE SIDDELL |
| COMPANY SECRETARY |
| |
Date of notification: 19 AUGUST 2005 |
Registered Holder | | No. of Shares | |
| |
|
| |
BNY Norwich Union Nominees Limited | | | 4,171,010 | |
Chase GA Group Nominees Limited | | | 11,235,047 | |
Chase Nominees Limited | | | 243,675 | |
CUIM Nominee Limited | | | 3,957,552 | |
TOTAL | | | 19,607,284 | |
| | | 19,607,284 | |
Appendix 15.
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
All relevant boxes should be completed in block capital letters.
1. | Name of company |
| |
| UNITED BUSINESS MEDIA PLC |
| |
2. | Name of shareholder having a major interest |
| |
| FMR Corp and its direct and indirect subsidiaries |
| Fidelity International Limited (FIL) and its direct and indirect subsidiaries |
| Mr Edward C. Johnson III, principal shareholder of FMR Corp and Fidelity International Ltd |
| |
3. | Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person’s spouse or children under the age of 18 |
| |
| NON BENEFICIAL – See 2 Above |
| |
4. | Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them |
| |
| As 2 Above – see attached sheet. |
| |
5. | Number of shares acquired |
| |
| Not Known |
| |
6. | Percentage of issued class |
| |
| Not Known |
| |
7. | Number of shares/amount of stock disposed |
| |
| N/A |
| |
8. | Percentage of issued class |
| |
| N/A |
| |
9. | Class of security |
| |
| ORDINARY SHARES OF 30 5/14 P |
| |
10. | Date of transaction |
| |
| NOT KNOWN |
11. | Date company informed |
| |
| 18 AUGUST 2005 |
| |
12. | Total holding following this notification |
| |
| 10,912,079 ORDINARY SHARES OF 30 5/14 P |
| |
13. | Total percentage holding of issued class following this notification |
| |
| 3.95% |
| |
14. | Any additional information |
| |
| N/A |
| |
15. | Name of contact and telephone number for queries |
| |
| HELEN MARTIN 020 7921 5062 |
| |
16. | Name and signature of authorised company official responsible for making this notification |
| |
| ANNE SIDDELL |
| COMPANY SECRETARY |
| |
Date of notification: 19 AUGUST 2005 |
Nominee/Registered Name | | | Management Company | | | Shares Held | |
| | |
| | |
| |
Bank of New York Europe LDN | | | FII | | | 654,078 | |
Master Trust Bank of Japan | | | FIJ | | | 23,916 | |
Nomura Trust and Banking | | | FIJ | | | 8,363 | |
Trust & Cust Svcs Bk Toko | | | FIJ | | | 7,232 | |
Bank of New York Brussels | | | FIL | | | 143,466 | |
Brown Bros Harrimn Ltd Lux | | | FIL | | | 19,060 | |
Chase Manhttn Bk Ag Frnkfrt | | | FIL | | | 73,862 | |
ING Luxembourg | | | FIL | | | 6,045 | |
JP Morgan , Bournemouth | | | FIL | | | 260,258 | |
National Astl Bk Melbourne | | | FIL | | | 20,957 | |
Northern Trust London | | | FIL | | | 13,520 | |
State Str Bk and Tr Co Lndn | | | FIL | | | 18,081 | |
State Street Bank Australia | | | FIL | | | 25,352 | |
State Street T&B Co Ltd Tokyo | | | FIL | | | 8,003 | |
Bermuda Trust Far East Hk | | | FIM HK | | | 7,253 | |
JP Morgan Bournemouth | | | FISL | | | 3,524,928 | |
State Street Bank and Trust Co | | | FMRCO | | | 1,765 | |
Bank of New York | | | FMTC | | | 29,417 | |
Brown Brothers Harriman and co | | | FMTC | | | 287,529 | |
CIBC Mellon trust | | | FMTC | | | 50,662 | |
JPMorgan Chase Bank | | | FMTC | | | 102,340 | |
Mellon Bank N.A. | | | FMTC | | | 109,646 | |
Northern Trust Co | | | FMTC | | | 229,005 | |
Royal Trust Toronto | | | FMTC | | | 6,364 | |
State Street Bank and Trust Co | | | FMTC | | | 718,355 | |
Bank of New York Brussels | | | FPM | | | 945,435 | |
Bank of New York Europe Ldn | | | FPM | | | 42,741 | |
Bankers Trust London | | | FPM | | | 117,324 | |
Citibank London | | | FPM | | | 39,035 | |
Clydesdale Bank Plc | | | FPM | | | 45,488 | |
HSBC Bank plc | | | FPM | | | 27,711 | |
JP Morgan Bournemouth | | | FPM | | | 698,444 | |
Mellon Bank | | | FPM | | | 437,764 | |
Midland Securities Services | | | FPM | | | 60,700 | |
Northern Trust London | | | FPM | | | 1,606,183 | |
Societe Generale | | | FPM | | | 6,635 | |
State Str Bk and Tr Co Ldn | | | FPM | | | 529,411 | |
State Street Munich | | | FPM | | | 5,751 | |
| | | | | |
| |
TOTAL ORDINARY SHARES | | | | | | 10,912,079 | |
| | | | | |
| |
Appendix 16.
22 August 2005
NOTIFICATION OF TRANSACTIONS OF DIRECTORS AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (“PDMRs”)
United Business Media plc has today been notified of the following dealings in its ordinary shares of 30 5/14 pence;
On 22 August 2005 the following PDMRs exercised options under the UBM2000 Executive Scheme at an exercise price of 277.2 pence per share:
Name of PDMR | | Number of shares exercised | | Number of shares sold | | Market price of shares on sale | |
| |
|
| |
|
| |
|
| |
Andrew Crow | | | 50,000 | | | 50,000 | | | 548.5p | |
Bernard Gray | | | 92,500 | | | 92,500 | | | 548.5p | |
Jane Stables | | | 50,000 | | | 50,000 | | | 548.5p | |
Gary Marshall | | | 100,000 | | | 100,000 | | | 548.5p | |
Neil Mepham | | | 50,000 | | | 50,000 | | | 548.5p | |
The options exercised were granted on 22 August 2002 and, the performance conditions having been met, have now vested.
As a result of the above dealings, the above-mentioned PDMRs hold options over the following shares in the company:
Name of PDMR | | Number of options following dealing | |
| |
|
| |
Andrew Crow | | | 434,718 | |
Bernard Gray | | | 425,335 | |
Jane Stables | | | 441,931 | |
Gary Marshall | | | 414,904 | |
Neil Mepham | | | 475,659 | |
Anne Siddell
Group Company Secretary
Appendix 17.
United Business Media plc
Purchase of Own Securities
United Business Media plc announces that on 23 August 2005 it purchased for cancellation 150,000 of its ordinary shares at a price of 552.1083 pence per ordinary share.
Anne Siddell
Company Secretary
Appendix 18.
United Business Media plc
Purchase of Own Securities
United Business Media plc announces that on 24 August 2005 it purchased for cancellation 210,000 of its ordinary shares at a price of 549.9569 pence per ordinary share.
Anne Siddell
Company Secretary
Appendix 19.
UNITED BUSINESS MEDIA ANNOUNCES US$ 61.4m CONVERTIBLE BONDS BUY BACK
United Business Media (UBM), today announces that it has repurchased an aggregate principal amount of US$ 61.4m of the 2.375% Guaranteed Convertible Bonds due 2006, issued by its subsidiary, United Business Media (Jersey) Limited, for an aggregate price of approximately $75.0m excluding accrued interest. The bonds purchased, representing approximately 15.35 per cent of the initial amount, will be cancelled following which the outstanding amount of the bonds will be US$338.6m.