Euromoney Institutional Investor PLC

20 June 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Euromoney Institutional Investor PLC

Possible Offer for Euromoney Institutional Investor PLC ("Euromoney")

Following recent media speculation, the Board of Euromoney (the "Board") confirms that it has received an approach from Astorg Asset Management S.àr.l and Epiris LLP (the "Consortium") regarding a possible cash offer for Euromoney of £14.61 per Euromoney share (the "Proposal"). The Proposal is subject to, amongst other matters, completion of confirmatory due diligence. The Proposal will not be adjusted for the payment of the interim dividend of 6.1 pence per Euromoney share which was announced on 19 May 2022 and will be paid on 24 June 2022.

The Proposal follows earlier approaches from the Consortium to the Board regarding a possible all cash offer for Euromoney at £11.75, £12.50, £13.10 and £13.50 per Euromoney share.

The Board is engaged in discussions with the Consortium regarding the Proposal. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made

In accordance with Rule 2.6(a) of the Code, the Consortium is required, by not later than 5.00 p.m. on 18 July 2022, either to announce a firm intention to make an offer for Euromoney in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This statement is being made by Euromoney without the prior agreement or approval of the Consortium.

Enquiries

Euromoney Institutional Investor PLC

Wendy Pallot, Chief Financial Officer                             +44 (0) 20 7779 8866

Christian Cowley, Head of Investor Relations                +44 (0) 7408 863 420

Goldman Sachs International (Lead financial advisor to Euromoney)

Mark Sorrell                                                                   +44 (0) 20 7774 1000

Nick Harper

Khamran Ali

UBS (Financial advisor and corporate broker to Euromoney)

Jonathan Retter                                                             +44 (0) 20 7567 8000

Jonathan Rowley

Numis (Corporate broker to Euromoney)

Mark Lander                                                                  +44 (0)20 7260 1000

FTI Consulting

Jamie Ricketts                                                               +44 (0) 20 3727 1000

Tom Blundell

Lucy Highland

The information contained within this announcement is considered by Euromoney to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended)).  Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain. For such purposes, this announcement is being made on behalf of Euromoney by Tim Bratton, General Counsel and Company Secretary.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Euromoney and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority (the "PRA") and subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation by the PRA in the United Kingdom. UBS is providing financial advice to Euromoney and no one else in connection with the process or contents of this announcement. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.

Numis Securities ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Euromoney and no one else in connection with the possible offer and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Numis Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis Securities in connection with this announcement, any statement contained herein or otherwise.

Publication of this announcement

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on Euromoney's website at www.euromoneyplc.com, by no later than 12 noon (London time) on 21 June 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9

In accordance with Rule 2.9 of the Takeover Code, as at the date of this announcement, Euromoney Institutional Investor PLC has 109,290,215 ordinary shares of 0.25 pence each in issue and admitted to trading on the main market of the London Stock Exchange.  The International Securities Identification Number for the ordinary shares is GB0006886666.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.