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Datamonitor Plc Informa Acquisitions Limited Greenhill & Co

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Datamonitor Plc Informa Acquisitions Limited Greenhill & Co THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your Datamonitor Shares (other than pursuant to the Offer), please send this document and the reply-paid envelope (but not the personalised Form of Acceptance) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, these documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. If you have sold or otherwise transferred only part of your holding of Datamonitor Shares you should retain these documents. Greenhill & Co. International LLP, which is authorised and regulated by the FSA, is acting exclusively for Informa and Informa Acquisitions and no one else in connection with the Offer and will not be responsible to anyone other than Informa and Informa Acquisitions for providing the protections afforded to clients of Greenhill & Co. International LLP nor for providing advice in connection with the Offer or any other matters referred to herein. LongAcre Partners Limited, which is authorised and regulated by the FSA, is acting exclusively for Datamonitor and no one else in connection with the Offer and will not be responsible to anyone other than Datamonitor for providing the protections afforded to clients of LongAcre Partners Limited or for providing advice in connection with the Offer or any other matters referred to herein. Recommended Cash Offer for Datamonitor plc by Informa Acquisitions Limited (a member of the Informa Group) advised by Greenhill & Co. International LLP The procedure for acceptance of the Offer is set out in paragraph 14 of Part II of this document and, in respect of certificated Datamonitor Shares, is further described in the accompanying Form of Acceptance. To accept the Offer in respect of certificated Datamonitor Shares, the Form of Acceptance must be completed, signed and returned together with your share certificate(s) and any other documents of title by post or (during normal business hours) by hand to Lloyds TSB Registrars at Princess House, 1 Suffolk Lane, London EC4R 0AX as soon as possible and, in any event, so as to be received by Lloyds TSB Registrars not later than 1.00 p.m. (London time) on 4 June 2007. If you are a CREST sponsored member you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to CRESTCo. This document should be read in conjunction with the accompanying Form of Acceptance (if you hold your Datamonitor Shares in certificated form). Your attention is drawn to the letter from the Chairman of Datamonitor, set out in Part I of this document, which contains the Datamonitor Directors’ unanimous recommendation that you accept the Offer. ACTION TO BE TAKEN TO ACCEPT THE OFFER If you hold your Datamonitor Shares in certificated form (that is, not in CREST), complete the Form of Acceptance in accordance with the instructions printed thereon and paragraph 14.1 of the letter from Informa set out in Part II of this document (see pages 11 to 22) and return the completed Form of Acceptance (together with your share certificate(s) and any other documents of title) by post or by hand (during normal business hours) to Lloyds TSB Registrars at Princess House, 1 Suffolk Lane, London EC4R 0AX as soon as possible and, in any event, so as to be received by Lloyds TSB Registrars not later than 1.00 p.m. (London time) on 4 June 2007. If you hold your Datamonitor Shares in CREST, you should follow the procedures set out in paragraph 14.2 of the letter from Informa in Part II of this document (see pages 11 to 22). You are advised to read this document carefully. If you have any questions relating to this document or the completion and return of the Form of Acceptance, or you have lost your share certificate(s), please telephone Lloyds TSB Registrars, the receiving agent to the Offer, on 0870 609 2158 or +44 1903 276 342 (if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). Please note that, for legal reasons, Lloyds TSB Registrars will only be able to provide you with information contained in this document and will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of this document. The First Closing Date is 1.00 p.m. (London time) on 4 June 2007. 2 IMPORTANT INFORMATION Overseas Shareholders The Offer is not being made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this document, the Form of Acceptance and any accompanying document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document, the Form of Acceptance and any accompanying document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. The availability of the Offer to Datamonitor Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Such persons should read paragraph 6 of Part B and paragraph 3 of Part C (if such person holds Datamonitor Shares in certificated form) and/or paragraph 3 of Part D (if such person holds Datamonitor Shares in uncertificated form) of Appendix I to this document and inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. To accept the Offer in respect of Datamonitor Shares held in uncertificated form (that is, in CREST) you must make your acceptance electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. on 4 June 2007, by following the procedure set out in paragraph 14 of Part II of this document. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action as only your CREST sponsor will be able to send the necessary TTE instructions to CRESTCo in relation to your Datamonitor Shares. The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, and will not be, listed on any stock exchange and have not been, and will not be, registered under the Securities Act (as amended) or under any relevant securities laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed or registration made, under any securities law of any province or territory of Canada nor has a prospectus in relation to the Loan Notes been, nor will one be, lodged with or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, resold or delivered, directly or indirectly, in, into or from the United States or any other jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration of the Loan Notes, or to or for the account or benefit of any Restricted Overseas Person. In accordance with normal UK market practice, Informa Acquisitions may from time to time make certain market or private purchases of, or arrangements to purchase, directly or indirectly, Datamonitor Shares other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be publicly announced as required by law or regulation in the UK. Any person (including custodians, nominees and trustees) who would, or otherwise intends to, or may have a contractual or legal obligation to, forward this document and/or the Form of Acceptance to any jurisdiction outside the United Kingdom, should read paragraph 6 of Part B and paragraph 3 of Part C and/or paragraph 3 of Part D of Appendix I to this document before taking any action. Dealings disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, ‘‘interested’’ (directly or indirectly) in 1 per cent. or more of any class of ‘‘relevant securities’’ of Datamonitor, all ‘‘dealings’’ in any ‘‘relevant securities’’ of Datamonitor (including by means of an option in respect of, or a derivative referenced to, any such ‘‘relevant securities’’) must be publicly disclosed by no later than 3.30 p.m.
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