NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
9 October
2024
RECOMMENDED CASH OFFER
for
Ascential
plc ("Ascential")
by
Informa PLC
("Informa")
to be
effected by means of a scheme of arrangement under
Part 26
of the UK Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES
EFFECTIVE
On 24 July 2024, the boards of
directors of Ascential and Informa announced that they had reached
agreement on the terms of a recommended cash offer to be made by
Informa for the entire issued and to be issued share capital of
Ascential (the "Acquisition"), to be implemented by way
of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme"). On 12 August 2024,
Ascential published a circular in relation to the Scheme (the
"Scheme Document").
Capitalised terms used in this announcement shall, unless otherwise
defined, have the same meanings as set out in the Scheme
Document.
On 8 October 2024, Ascential
announced that the Court had sanctioned the Scheme at the Sanction
Hearing held on 8 October 2024.
Ascential and Informa are pleased to
announce that, following delivery of the Court Order to the
Registrar of Companies today, the Scheme has now become Effective
in accordance with its terms and, pursuant to the Scheme, the
entire issued and to be issued share capital of Ascential is now
owned by Informa USA Inc. and Informa Group Limited, each of which
are wholly-owned subsidiaries of Informa.
A Scheme Shareholder on the register
of members of Ascential at the Scheme Record Time, being 6:00 p.m.
on 8 October 2024, will be entitled to receive 568 pence in cash
for each Scheme Share held. For Scheme Shareholders holding Scheme
Shares in certificated form, settlement of the consideration will
be effected by electronic payment or (for those Scheme Shareholders
who have not set up an electronic payment mandate) by the despatch
of cheques. For Scheme Shareholders holding Scheme Shares in
uncertificated form, settlement of consideration will be effected
by the crediting of CREST accounts. In each case settlement of
consideration will occur as soon as practicable and in any event
not later than 14 days after the Effective Date, as set out in the
Scheme Document.
It is expected that the de-listing
of Ascential Shares from the Official List of the Financial Conduct
Authority and the cancellation of the admission to trading of
Ascential Shares on the London Stock Exchange's main market for
listed securities will take effect at 8:00 a.m. today, 9 October
2024.
As the Scheme has now become
Effective, Ascential duly announces that, as of today's date, Scott
Forbes, Suzanne Baxter, Rita Clifton, Gillian Kent and Judy Vezmar
have tendered their resignations and have stepped down from the
Ascential Board.
Full details of the Acquisition are
set out in the Scheme Document. All references to times in
this announcement are to London time.
Enquiries
Ascential
+44 (0)20 7657 8950
Philip Thomas, Chief Executive
Officer
Mandy Gradden, Chief Financial
Officer
Rory Elliott, Investor Relations
Director
BofA Securities (Joint financial
adviser and joint corporate broker to
Ascential)
+44 (0)20 7628 1000
Duncan Stewart
Geoff Iles
Nick Hopkins
Alex Penney
Goldman Sachs International (Joint
financial adviser to Ascential)
+44 (0)20 7774 1000
Anthony Gutman
Nick Harper
Alex Garner
Nuno Santos
Deutsche Numis (Joint financial
adviser and joint corporate broker to Ascential)
+44 (0)20 7260 1000
Nick Westlake
Jamie Loughborough
FTI Consulting LLP (Communications
adviser to Ascential)
+44 (0)20 3727 1000
Matt Dixon
Jamie Ricketts
Informa
Stephen A. Carter, Group Chief
Executive
+44 (0)20 8052 0400
Gareth Wright, Group Finance
Director
+44 (0)20 8052 0400
Richard Menzies-Gow, Director of IR
and Communications
+44 (0)20 8052 2787
Morgan Stanley (Sole financial
adviser and corporate broker to Informa)
+44 (0) 20 7425 8000
Anthony Zammit
Andrew Foster
Nagib Ahmad
Josh Williams
Teneo (PR Adviser to
Informa)
Tim
Burt
+44 7583 413254
Ed Cropley
+44 7492 949346
Anthony di
Natale
+44 7880 715975
Slaughter and May is acting as legal
adviser to Ascential. Clifford Chance LLP is acting as legal
adviser to Informa.
Important
notice
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or
otherwise.
The Acquisition shall be made solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer,
the offer document) which, together with the Forms of Proxy,
contains the full terms and Conditions of the
Acquisition.
This announcement has been prepared for the purpose of
complying with English and Welsh law and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside England and
Wales.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
Disclaimers
BofA Securities, which is authorised by the PRA and regulated
by the FCA and the PRA in the United Kingdom, is acting exclusively
for Ascential and for no one else in connection with the
Acquisition and will not be responsible to anyone other than
Ascential for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
announcement.
Goldman Sachs, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting exclusively
for Ascential and no one else in connection with the Acquisition
and will not be responsible to anyone other than Ascential for
providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in relation to the matters
referred to in this announcement.
Deutsche Numis, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Ascential as
joint financial adviser and joint corporate broker and no one else
in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Ascential for providing the
protections afforded to clients of Deutsche Numis, nor for
providing advice in relation to any matter referred to herein.
Neither Deutsche Numis nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), 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 Deutsche Numis in
connection with this announcement, any statement contained herein
or otherwise.
Morgan Stanley, which is authorised by the PRA and regulated
by the FCA and the PRA in the U.K., is acting as financial adviser
exclusively for Informa and no one else in connection with the
matters set out in this announcement. In connection with such
matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in connection with the contents of this
announcement or any other matter referred to
herein.
No
person has been authorised to give any information or make any
representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied upon as having been authorised by Ascential, the
Ascential Directors, Informa, the Informa Directors or by BofA
Securities, Goldman Sachs, Deutsche Numis or Morgan Stanley or any
other person involved in the Acquisition. Neither the publication
of this announcement nor holding the Meetings, the Scheme Court
Hearing, or filing the Court Order shall, under any circumstances,
create any implication that there has been no change in the affairs
of the Ascential Group or the Informa Group since the date of this
Announcement or that the information in, or incorporated into, this
announcement is correct as at any time subsequent to its
date.
Overseas
Shareholders
The availability of the Scheme and the Acquisition to Overseas
Shareholders may be affected by the laws of the relevant
jurisdictions in which they are resident. Overseas Shareholders
should inform themselves of, and observe, any applicable
requirements. It is the responsibility of all Overseas Shareholders
to satisfy themselves as to the full compliance of the laws of the
relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents
which may be required, or the compliance with other necessary
formalities which are required to be observed and the payment of
any issue, transfer or other taxes due in such
jurisdiction.
The release, publication or distribution of this announcement
in jurisdictions other than the U.K. may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the U.K. should inform themselves about,
and observe, any applicable requirements.
Unless otherwise determined by Informa or required by the
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction. Copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from a Restricted Jurisdiction
and persons receiving such (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdictions.
Additional information for US
investors
The Acquisition relates to shares in a U.K. company and is
proposed to be made by means of a scheme of arrangement under
English company law. U.S. holders of Ascential Shares should note
that the Scheme relates to the shares of a U.K. company that are
not registered under the U.S. Exchange Act and will be governed by
English law. Neither the proxy solicitation rules nor the tender
offer rules under the U.S. Exchange Act will apply to the Scheme.
Moreover, the Scheme will be subject to the disclosure requirements
and practices applicable in the U.K. to schemes of arrangement,
which differ from the disclosure requirements of the U.S. proxy
solicitation rules and tender offer rules. Financial information
included in this announcement has been prepared in accordance with
accounting standards applicable in the U.K. that may not be
comparable to financial statements of U.S.
companies.
Financial information included in this announcement has been
or will have been prepared in accordance with accounting standards
applicable in the U.K. that may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
The receipt of cash pursuant to the Acquisition by a U.S.
holder of Ascential Shares as consideration for the transfer of its
Ascential Shares pursuant to the Scheme may be a taxable
transaction for United States federal income tax purposes and under
applicable United States state and local, as well as foreign and
other, tax laws. Each Ascential Shareholder is urged to consult
with independent professional advisers immediately regarding the
tax consequences of the Acquisition applicable to
it.
It
may be difficult for U.S. holders of Ascential Shares to enforce
their rights and any claim arising out of the U.S. federal laws,
since Informa and Ascential are located in non-U.S. jurisdictions,
and some or all of their officers and directors may be residents of
a non-U.S. jurisdiction. U.S. holders of Ascential Shares may not
be able to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's
judgement.
Neither the United States Securities and Exchange Commission
nor any U.S. state securities commission has approved or
disapproved the Acquisition, passed upon the merits or fairness of
the Acquisition or passed any opinion upon the accuracy, adequacy
or completeness of this announcement. Any representation to the
contrary is a criminal offence in the United
States.
Forward looking
statements
This announcement, oral statements made regarding the
Acquisition, and other information published by Ascential, any
member of the Ascential Group, Informa or the Informa Group contain
statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business
strategies and the environment in which Ascential, any member of
the Ascential Group, Informa or the Informa Group shall operate in
the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements.
Forward-looking statements include, among other things,
statements concerning the potential exposure of Ascential and the
Ascential Group and Informa and the Informa Group to market risks,
statements as to accretion and statements expressing management's
expectations, beliefs, estimates, forecasts, projections and
assumptions, including as to future potential cost savings,
synergies, earnings, cash flow, return on capital employed,
production and prospects. These forward-looking statements are
identified by their use of terms and phrases such as "aims",
"anticipate", "believe", "could", "estimate", "expect", "goals",
"hopes", "intend", "may", "objectives", "outlook", "plan",
"probably", "project", "risks", "seek", "should", "target", "will",
"would" and similar terms and phrases.
By
their very nature, forward-looking statements involve risks and
uncertainties. There are a number of factors that could affect the
future operations of Informa and the Informa Group and Ascential
and the Ascential Group and could cause those results to differ
materially from those expressed in the forward-looking statements
included in this announcement. Neither Ascential, the Ascential
Group, Informa nor the Informa Group, nor any of their respective
associates or directors, officers or advisers, provide any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. Given these risks and
uncertainties, potential investors are cautioned not to place any
reliance on these forward-looking statements.
The forward-looking statements contained in this announcement
speak only as at the date of this announcement and are not intended
to give any assurance as to future results. Other than in
accordance with their legal or regulatory obligations, neither
Ascential, the Ascential Group, Informa nor the Informa Group is
under any obligation, and each such person expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
