EMA Emap

    Emap plc                                    

                     NOTICE OF MEETING OF THE NOTEHOLDERS                      

Proposal for the modification of Condition 6(3) of the �250,000,000 6.25 per 
cent. Notes due 2013 (the option of the Noteholders to be redeemed in the 
event of a Change of Control) and the insertion of a Noteholder put option on 
31 December 2009                                               


London, UK - 26 February 2008: Emap plc (EMA.L) today announced a Meeting of
the Noteholders convened by the Issuer will be held at the office of EMAP plc
located at 40 Bernard Street, London WC1N 1LW, on Thursday, 20 March 2008 at
10.00 a.m. (London time) for the purpose of considering and, if thought fit,
passing the Resolution referred to in the Notice of Meeting (the "Extraordinary
Resolution") which will be proposed as an Extraordinary Resolution in
accordance with the provisions of the Trust Deed dated 7 April 2003.

Subject to, and as consideration and compensation for, the passing of the
Extraordinary Resolution, the Issuer will pay to each Noteholder from whom a
valid Electronic Voting Instruction is received by the Early Instruction
Deadline an amount of �0.10 for each �1,000 in principal amount of the Notes.

On 21 December 2007, the Board of Emap plc announced an agreement on the terms
of a recommended cash acquisition by Eden Bidco, a newly incorporated company
formed by funds advised by Apax Partners Worldwide LLP and by Guardian Media
Group plc, of the entire issued and to be issued share capital of Emap by way
of a court approved scheme of arrangement under section 425 of the Companies
Act 1985 (the "Eden Bidco Scheme of Arrangement"). Under the terms of the
acquisition, Shareholders will receive �4.70 in cash for each Emap share,
valuing the existing issued ordinary share capital of Emap at the time of
completion of the acquisition at approximately �1,000,000,000. A court meeting
and a general meeting of Emap's shareholders in connection with the Eden Bidco
Scheme of Arrangement was held on 25 February 2008. Subject to obtaining the
final approval of the court and the satisfaction, or where applicable the
waiver, of certain conditions, the Eden Bidco Scheme of Arrangement is expected
to be effective on 20 March 2008 (the "Effective Date").

If the Eden Bidco Scheme of Arrangement becomes effective as expected on the
Effective Date, it is likely that a Put Event (as defined in Condition 6(3) of
the Notes) will occur, subject to the relevant ratings downgrade happening.

Under the terms of the current drafting of Condition 6(3), the occurrence of a
Put Event will enable Noteholders to put their Notes back to Emap in full at a
price of par plus accrued interest after a period of approximately six months
following the Effective Date. Rather than follow this protracted timetable,
which cannot be accelerated under the provisions of the existing Condition 6
(3), Emap believes it is in the interests of both the Noteholders and Eden
Bidco to curtail this waiting period and for the Notes to be redeemed in full
at the price of par plus accrued interest within 11 business days of the
Effective Date.

Emap also proposes to update Condition 6(3) to take into account all relevant
rating downgrades that occur both before and after a change of control. To
provide absolute clarity, these modifications will not be relevant if the Eden
Bidco Scheme of Arrangement becomes effective on the Effective Date, as a
change of control arising from the Eden Bidco Scheme of Arrangement will give
rise to an automatic redemption by the Issuer of all the Notes in full at their
principal amount plus accrued interest within 11 business days of the Effective
Date and Noteholders will not be required to exercise their put option in that
scenario. However, Noteholders will lose their option to retain their Notes by
not exercising their put option.

In the unanticipated eventuality of the Eden Bidco Scheme of Arrangement
failing to become effective, the proposal to modernise Condition 6(3) of the
Notes will provide: (a) greater clarity to the conditions by which a Put Event
is deemed to have occurred and (b) the Issuer with the ability to accelerate
the timetable for the settlement of the put.

Also, if the Eden Bidco Scheme of Arrangement was to fail to become effective
and no other bidders emerge for the company, Emap believes it is likely to be
in the interests of both the Noteholders and Emap to seek to renegotiate the
terms and conditions of the Notes. In this situation, which is not anticipated,
Emap will most likely have non-investment grade credit ratings and will be a
business of a smaller scale than when it originally issued the Notes with
investment grade credit ratings in March 2003. To this end, Emap proposes to
give Noteholders the right to put the Notes at par plus accrued interest on 31
December 2009, provided that Emap's credit ratings have not been returned to
investment grade. Emap would, however, anticipate that another solution would
have been found with existing Noteholders in the intervening period.

For full details of the modifications proposed to be made to Condition 6(3),
Noteholders are recommended to review the draft Supplemental Trust Deed which
will implement the proposal described above, which is available for inspection
by Noteholders at the specified offices of each of the Issuer, the Tabulation
Agent and the Consent Coordination Agent.

The current nominal value of the outstanding Notes is �250,000,000. Emap has
consulted with a number of leading Noteholders, representing approximately 40%
of the Notes and these Noteholders have indicated their intention to vote in
favour of the proposal.

Consent Coordination Agent             Note Trustee                          
                                                                             
The Royal Bank of Scotland plc         The Law Debenture Corporation p.l.c.  
135 Bishopsgate                        Fifth Floor, 100 Wood Street 
London EC2M 3UR                        London EC2V 7EX                       
Tel: +44 (0)20 7085 8056/3781                                                
Attn: Andrew Burton / Gianmarco Deiana                                       
                                                                             
Issuer                                 Tabulation Agent                      
                                                                             
EMAP plc                               Deutsche Bank AG, London Branch       
40 Bernard Street                      1 Winchester House                    
London WC1N 1LW                        1 Great Winchester Street             
Tel: +44 20 7396 2308                  London EC2N 2DB                       
Attn: David Wilson                                                           

                                   - ends -                                    

Enquiries:

Emap plc 020-7278-1452
Alun Cathcart, Executive Chairman
Ian Griffiths, Group Finance Director

Brunswick Group 020-7404-5959
Patrick Handley
Fiona Laffan



END

Emap (LSE:EMA)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Emap (LSE:EMA)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024