8
May 2024
Ascential
plc
Tender Offer Results, Special
Dividend and Share Consolidation Ratio
Background
On 21 March 2024, Ascential plc
("Ascential") announced
that it intended to return £850m to Shareholders
through:
· a
tender offer to acquire up to £300 million of Ascential Shares (the
"Tender Offer");
· a
special dividend of at least £450 million (the "Special Dividend"); and
· on-market share buyback programmes to acquire £100 million of
Ascential Shares (the "Share
Buyback").
Today, Ascential announces the
results of the Tender Offer, the declared Special Dividend amount
and the ratio for the Share Consolidation, reflecting the level of
take-up under the Tender Offer, the final quantum of the Special
Dividend and the market price of the Ascential Shares.
Highlights
·
Purchase of 95,238,033
Ascential Shares representing approximately 21.4 per cent. of the
issued share capital of Ascential as at 2 April 2024 (being the
latest practicable date prior to publication of the Circular), to
be completed at a price of 315 pence per Ascential Share (the
"Strike Price"), for a
total cost of £300 million.
· Declaration of a special dividend of 128.6 pence per Existing
Ascential Share amounting to a total of approximately £450 million
(the "Special Dividend") to
be paid on 3 June 2024 to Shareholders on the Register as at 6:00
p.m. (U.K. time) on 17 May 2024.
· Announcement of the Share Consolidation ratio of 10 New
Ascential Shares for every 17 Existing Ascential Shares.
Results of the Tender Offer
Ascential is today pleased to
announce the results of the Tender Offer, which was set out in the
Circular and closed at 1:00 p.m. (U.K. time) on 3 May
2024.
The results of the Tender Offer are
as follows:
· 130,533,307 Ascential Shares were tendered at the Strike Price
(or as Strike Price Tenders) which was determined to be the Minimum
Price. Following the scaling-down arrangements described below and,
subject to the remaining conditions described in Sections 2.1(C)
and (D) of Part II (Details of
the Tender Offer) of the Circular being satisfied,
95,238,033 of those Ascential Shares tendered at the Strike Price
(or as Strike Price Tenders) will be purchased on 10 May 2024, at
the Strike Price of 315 pence per Ascential Share.
· The number of Ascential Shares being purchased represents
approximately 21.4 per cent. of the issued share capital of
Ascential as at 2 April 2024 (being the latest practicable date
prior to publication of the Circular).
· The Strike Price represents:
o a
premium of 4.7 per cent. to the closing price of 301 pence per
Ascential Share on 20 March 2024 (being the latest practicable date
prior to the release of Ascential's preliminary results for the
year ended 31 December 2023); and
o a
premium of 3.6 per cent. to the closing price of 304 pence per
Ascential Share on 2 April 2024 (being the latest practicable date
prior to the publication of the Circular).
As set out in the Circular, it is
expected that the Tender Offer will become unconditional on 10 May
2024 and following the Tender Offer becoming unconditional,
Ascential will make an announcement to that effect through a
Regulatory Information Service.
The Tender Offer was oversubscribed,
with the aggregate value of Ascential Shares validly tendered by
Qualifying Shareholders at the Strike Price (or as Strike Price
Tenders) exceeding £300 million. Furthermore, the Strike Price was
determined to be the Minimum Price. In line with the procedures set
out in the Circular, tenders have been accepted as
follows:
· All Ascential Shares validly tendered at the Strike Price or
tendered as a Strike Price Tender up to the Guaranteed Entitlement
for each relevant holding of Ascential Shares as at the Tender
Offer Record Date (rounded down to the nearest whole Ascential
Share) will be accepted and purchased in full at the Strike
Price.
· Ascential confirms that the Guaranteed Entitlement is
approximately 21.4 per cent1. All Ascential Shares validly
tendered at the Strike Price or tendered as a Strike Price Tender
in excess of the Guaranteed Entitlement will be scaled down to
approximately 49.2 per cent. of the number of excess
shares.2
· All Ascential Shares tendered at a price higher than the
Strike Price will be rejected and will not be purchased in the
Tender Offer, and the Guaranteed Entitlement arrangements will not
apply to such Ascential Shares.
1 The precise
Guaranteed Entitlement figure is 21.3633180333490 per
cent.
2 The precise
percentage figure to which tenders in excess of the Guaranteed
Entitlement will be scaled back is 49.233694448195 per
cent.
Further information on the scaling
down arrangements that apply is contained at Sections 2.15 and 2.16
of Part II (Details of the Tender
Offer) of the Circular. Shareholders will be notified in due
course about the level of their shareholdings in Ascential,
following the Tender Offer.
It is anticipated that the proceeds
payable to Qualifying Shareholders who hold uncertificated
Ascential Shares will be credited to their CREST accounts on 15 May
2024. It is anticipated that the proceeds payable to Qualifying
Shareholders for certificated Ascential Shares purchased under the
Tender Offer will be despatched as a cheque on 17 May
2024.
As set out in the Circular, the
Ascential Shares will be purchased by BofA Securities pursuant to
the Tender Offer and Ascential will purchase such Ascential Shares
from BofA Securities. Following such purchase, Ascential intends to
cancel such Ascential Shares, reducing its issued share capital
from 445,801,981 Ascential Shares to 350,563,948 Ascential
Shares.
Special Dividend
Following the closing of the Tender
Offer, Ascential is pleased to announce that it has declared a
Special Dividend of 128.6 pence per Existing Ascential Share
amounting to a total of approximately £450 million.
The Special Dividend is expected to
be paid on 3 June 2024 to Shareholders on the Register at 6:00 p.m.
(U.K. time) on 17 May 2024, with the Ascential Shares being marked
ex dividend at 8:00 a.m.
(U.K. time) on 20 May 2024.
Share Consolidation Ratio
Ascential is also pleased to
announce that, in accordance with the authority granted to the
Ascential Board by the Shareholders at the General Meeting, the
Ascential Board has determined that the Share Consolidation will
apply a consolidation ratio of 10 New Ascential Shares with nominal
value of 1.7 pence each for every 17 Existing Ascential Shares with
nominal value of 1 pence each. This consolidation ratio reflects
the level of take-up under the Tender Offer, the final quantum of
the Special Dividend and the market price of Ascential
Shares.
Therefore, all Existing Ascential
Shares held by Shareholders on the Register as at 6:00 p.m. (U.K.
time) on 17 May 2024 will be consolidated into a certain number of
New Ascential Shares. As all Existing Ascential Shares will be
consolidated, Shareholders will hold the same proportion of
Ascential's issued share capital before and after the Share
Consolidation (subject to any fractional entitlements, which will
be dealt with in accordance with the process described in Section
2.3 of Part III (Further Details
of the Special Dividend and Share Consolidation) of the
Circular).
As set out in the Circular,
Ascential intends to issue 5 Existing Ascential Shares to one of
Ascential's employee benefit trusts in order to ensure that a whole
number of New Ascential Shares is created following the
implementation of the Share Consolidation (the "Balancing Shares"). An application will
be made to the FCA for the Balancing Shares to be admitted to the
premium segment of the Official List and to the London Stock
Exchange for the Balancing Shares to be admitted to trading on the
London Stock Exchange's Main Market for listed securities.
Admission of the Balancing Shares will become effective and
dealings for normal settlement will commence at 8:00 a.m. (U.K.
time) on 16 May 2024. Following Admission of the Balancing Shares,
the total number of voting rights attaching to Ascential Shares as
at 8:00 a.m. (U.K. time) on 16 May 2024 will be 350,563,953. From
8:00 a.m. (U.K. time) on 16 May 2024 until 8:00 a.m. (U.K. time) on
20 May 2024, 350,563,953 may be used by Shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or change their
interest in, Ascential Shares under the Disclosure Guidance and
Transparency Rules.
Furthermore, an application will be
made to the FCA for a total of 206,214,090 New Ascential Shares
arising from the Share Consolidation to be admitted to the premium
segment of the Official List and to the London Stock Exchange for
the New Ascential Shares to be admitted to trading on the London
Stock Exchange's Main Market for listed securities. Dealings in the
Existing Ascential Shares and the Balancing Shares will continue
until 4:30 p.m. (U.K. time) on 17 May 2024 and Admission of the New
Ascential Shares will become effective and dealings for normal
settlement will commence at 8:00 a.m. (U.K. time) on 20 May 2024.
Following Admission of the New Ascential Shares, the total number
of voting rights attaching to Ascential Shares as at 8:00 a.m.
(U.K. time) on 20 May 2024 will be 206,214,090. From 8:00 a.m.
(U.K. time) on 20 May 2024, 206,214,090 may be used by Shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or
change their interest in, Ascential Shares under the Disclosure
Guidance and Transparency Rules.
The current ISIN (GB00BYM8GJ06) in
relation to Existing Ascential Shares and the Balancing Shares will
be disabled in CREST as at 6:00 p.m. (U.K. time) on 17 May 2024. A
new ISIN (GB00BQFH6320) in relation to the New Ascential Shares
will come into effect at 8:00 a.m. (U.K. time) on 20 May
2024.
Expected timetable
The times and dates set out in the timetable below and
throughout this announcement that fall after the date of
publication of this announcement are indicative only, based on
Ascential's current expectations and may be subject to change
without further notice, in which event details of the new times and
dates will be notified to Shareholders by announcement through a
Regulatory Information Service.
Event
|
Time and date(1)
(2)
|
Unconditional Date for the Tender
Offer and purchase of Ascential Shares under the Tender
Offer
|
10 May
2024
|
CREST accounts credited with
unsuccessfully tendered uncertificated Ascential Shares
|
Not later
than 10 May 2024
|
CREST accounts credited in respect
of Tender Offer proceeds for uncertificated Ascential
Shares
|
15 May
2024
|
Despatch of cheques in respect of
Tender Offer proceeds for certificated Ascential Shares
|
17 May
2024
|
Return of share certificates in
respect of unsuccessful tenders of certificated Ascential
Shares
|
17 May
2024
|
Despatch of balance share
certificates in respect of unsold Ascential Shares in certificated
form
|
17 May
2024
|
Latest time for dealings in Existing
Ascential Shares on the LSE
|
4:30 p.m.
on 17 May 2024
|
Record time and date for
Shareholders for entitlement to the Special Dividend and for the
Share Consolidation
|
6:00 p.m.
on 17 May 2024
|
Effective date for the Share
Consolidation
|
20 May
2024
|
Ascential Shares marked ex-Special
Dividend on the LSE
|
8:00 a.m.
on 20 May 2024
|
Commencement of dealings in New
Ascential Shares on the LSE (after the Share
Consolidation)
|
8:00 a.m.
on 20 May 2024
|
CREST accounts credited with New
Ascential Shares (after the Share Consolidation)
|
On or soon
after 8:00 a.m. on 20 May 2024
|
Despatch of share certificates in
respect of New Ascential Shares by the U.K. Registrar
|
As soon as
practicable after 20 May 2024 and no later than 3 June
2024
|
Despatch of cheques in respect of
fractional entitlements and crediting of CREST in respect of
fractional entitlements
|
3 June
2024
|
Payment of the Special Dividend to
Shareholders (by CREST payment, bank account transfer or by
cheque)
|
3 June
2024
|
Notes
(1) All references to time in this
timetable are to U.K. time.
(2) Individuals who hold their
shares in the SIP or via Shareworks should also refer to the
separate communication being made to them for information on the
expected timetable.
Contact Information
Ascential plc
Philip Thomas
Mandy Gradden
Rory Elliott
|
Chief Executive Officer
Chief Financial Officer
Investor Relations
Director
|
+44 (0)20 7516 5000
|
Media enquiries
Matt Dixon
Jamie Ricketts
Edward Bridges
|
FTI Consulting LLP
|
+44 (0)20 3727 1000
|
Advisers
BofA Securities, Deutsche Numis and
J.P. Morgan Cazenove are acting as joint financial advisers to
Ascential in connection with the Return of Value.
Slaughter and May is acting as legal
adviser to Ascential.
About Ascential Plc
Ascential takes the world's leading
brands to the heart of what's next for their industries. We do this
through our events, intelligence products and advisory services.
Our 700 people serve a global customer base from more than 100
countries in the large and growing Marketing and Financial
Technology sectors. Ascential plc is listed on the London Stock
Exchange (LON: ASCL).
Further information regarding
Ascential is available on Ascential's website at
https://www.ascential.com/about-us.
DEFINITIONS
"Admission"
|
means admission of the Balancing
Shares or the New Ascential Shares (as applicable) to the premium
listing segment of the Official List and to trading on the LSE's
main market for listed securities;
|
"Articles"
|
means the articles of association of
Ascential in force as of the date of the Circular;
|
"Ascential"
|
means Ascential plc, a public
limited company incorporated in England and Wales with registered
number 09934451, whose registered office is 2nd Floor,
81-87 High Holborn, London, WC1V 6DF;
|
"Ascential Board"
|
means the board of Ascential
Directors or any duly authorised committee of that board, from time
to time;
|
"Ascential Directors"
|
means the directors of Ascential as
at the date of the Circular, whose names are set out in Section 1
of Part I (Letter from the
Chairman) of the Circular;
|
"Ascential Group"
|
means Ascential together with its
subsidiaries and subsidiary undertakings;
|
"Ascential Shares"
|
means at any time prior to the Share
Consolidation, the Existing Ascential Shares; and at any time after
the Share Consolidation, the New Ascential Shares;
|
"Balancing Shares"
|
means the Existing Ascential Shares
to be issued to one of Ascential's employee benefit trusts in order
to ensure that a whole number of New Ascential Shares is created
following the implementation of the Share Consolidation, as
described in Section 2.1 of Part III (Further details of the Special Dividend and
Share Consolidation) of the Circular;
|
"BofA Securities"
|
means Merrill Lynch International of
2 King Edward Street, London, EC1A 1HQ, United Kingdom;
|
"Business Day"
|
means a day (other than a Saturday
or Sunday) on which banks are open for general business in London,
U.K.;
|
"Circular"
|
means the shareholder circular from
Ascential dated 4 April 2024;
|
"Companies Act"
|
means the Companies Act 2006 of the
U.K., as amended;
|
"CREST"
|
means the U.K.-based system for the
paperless settlement of trades in listed securities, of which
Euroclear is the operator in accordance with the Uncertificated
Securities Regulations 2001 (SI 2001/3755);
|
"CREST Manual"
|
means the rules governing the
operation of CREST as published by Euroclear;
|
"Deutsche Numis"
|
means Numis Securities Limited of 45
Gresham Street, London, EC2V 7BF, United Kingdom;
|
"Disclosure Guidance and Transparency
Rules"
|
Means the disclosure guidance and
transparency rules made by the FCA under Part VI of FSMA (as set
out in the FCA's Handbook of Rules and Guidance), as
amended;
|
"Euroclear"
|
means Euroclear U.K. &
International Limited, the operator of CREST;
|
"Existing Ascential Shares"
|
means the Ascential Shares of 1
pence each in the capital of Ascential, prior to the Share
Consolidation;
|
"FCA"
|
means the Financial Conduct
Authority in the U.K.;
|
"Financial Advisers"
|
means, BofA Securities, J.P. Morgan
Cazenove and Deutsche Numis;
|
"FSMA"
|
means the Financial Services and
Markets Act 2000, as amended;
|
"General Meeting"
|
means the general meeting of
Ascential held at 1:00 p.m. (U.K. time) on 22 April 2024 at 2nd
Floor, 81-87 High Holborn, London, WC1V 6DF;
|
"Guaranteed Entitlement"
|
means the percentage of each holding
of Ascential Shares of each Shareholder on the Tender Offer Record
Date that will be accepted in full and will not be scaled down if
the Strike Price is determined to be the Minimum Price, provided
that such Ascential Shares are validly tendered as Strike Price
Tenders or at the Minimum Price;
|
"J.P. Morgan Cazenove"
|
means J.P. Morgan Securities plc
(which conducts its UK investment banking activities as J.P. Morgan
Cazenove) of 25 Bank Street, Canary Wharf, London E14
5JP;
|
"LSE"
|
means the securities exchange
operated by London Stock Exchange plc under the FSMA;
|
"Market Abuse Regulation" or "MAR"
|
means Regulation (EU) No 596/2014 of
the European Parliament and of the Council of 16 April 2014 on
market abuse (Market Abuse Regulation) and repealing Directive
2003/6/EC of the European Parliament and of the Council and
Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and
the delegated acts, implementing acts and technical standards
thereunder, as such legislation forms part of retained EU law as
defined in the EU (Withdrawal) Act 2018;
|
"Minimum Price"
|
means 315 pence per Ascential
Share;
|
"New Ascential Shares"
|
means the Ascential Shares of 1.7
pence each in the capital of Ascential, following the Share
Consolidation;
|
"Official List"
|
means the Official List of the
FCA;
|
"PRA"
|
means the Prudential Regulation
Authority;
|
"Price Range"
|
means the range of prices at which
Qualifying Shareholders may have tendered some or all of their
Ascential Shares in connection with the Tender Offer,
being:
(i) 315
pence per Ascential Share;
(ii) 319 pence per
Ascential Share;
(iii) 323 pence per
Ascential Share;
(iv) 327 pence per
Ascential Share; or
(v) 331 pence per
Ascential Share.
|
"Prospectus Regulation Rules"
|
means the prospectus rules made
under Part VI of FSMA, as amended from time to time;
|
"Qualifying Shareholders"
|
means Shareholders other than those
with a registered address in any of the Restricted
Jurisdictions;
|
"Register"
|
means the register of members of
Ascential;
|
"Registrar" or "Equiniti"
|
means Equiniti Limited;
|
"Regulatory Information
Service"
|
means one of the regulatory
information services authorised by the FCA to receive, process and
disseminate regulatory information from listed
companies;
|
"Restricted Jurisdiction"
|
means Australia, Canada, New
Zealand, Kuwait, United Arab Emirates, Israel, Oman and any
country, region or territory which is the subject of any
comprehensive Sanctions (including, in each case and without
limitation, Cuba, Iran, North Korea, Syria, Russia, the Crimea
Region of Ukraine, the so-called Donetsk People's Republic and the
so-called Luhansk People's Republic);
|
"Return of Value"
|
means:
(i) the Tender
Offer;
(ii)
the Special Dividend; and
(iii) the
on-market share buyback programmes to acquire £100 million of
Ascential Shares;
|
"Sanction"
|
means any sanctions administered or
enforced by the U.S. Government, (including, without limitation,
the Office of Foreign Assets Control of the U.S. Department of
Treasury of the U.S. Department of State, and including, without
limitation, the designation as a "specially designated national" or
"blocked person"), the United Nations Security Council, the
European Union, His Majesty's Treasury, or other relevant
governmental or regulatory authority, institution or agency which
administers economic, financial or trade sanctions;
|
"Share Consolidation"
|
means the consolidation and division
of Ascential's issued share capital to accompany the Special
Dividend;
|
"Shareholder"
|
means a holder, for the time being,
of Ascential Shares on the Register;
|
"SIP"
|
means the Ascential Employee Share
Incentive Plan, as amended from time to time;
|
"Strike Price"
|
means the per share price at which
BofA Securities will purchase Ascential Shares pursuant to the
Tender Offer, as determined in accordance with the provisions set
out in the Circular;
|
"Strike Price Tender"
|
means a tender of Ascential Shares
at the Strike Price rather than at a specific price within the
Price Range;
|
"subsidiary"
|
means a subsidiary as that term is
defined in section 1159 of the Companies Act;
|
"subsidiary undertaking"
|
means a subsidiary undertaking as
that term is defined in section 1162 of the Companies
Act;
|
"Tender Form"
|
the tender form issued with the
Circular to Qualifying Shareholders who hold their Ascential Shares
in certificated form;
|
"Tender Offer"
|
means the invitation by BofA
Securities to Shareholders to tender Ascential Shares for purchase
by BofA Securities on the terms and subject to the conditions set
out in the Circular and also, in the case of certificated Ascential
Shares only, the Tender Form;
|
"Tender Offer Record Date"
|
means 6:00 p.m. (U.K. time) on 3 May
2024;
|
"TTE Instruction"
|
a transfer to escrow instruction (as
defined by the CREST Manual);
|
"U.K. Listing Rules"
|
means the listing rules of the FCA
made under section 73A(1) of FSMA;
|
"Unconditional Date"
|
means the date on and time at which
the Tender Offer becomes unconditional, which is expected to be on
10 May 2024;
|
"United Kingdom" or "U.K."
|
means the United Kingdom of Great
Britain and Northern Ireland; and
|
"United States" or "U.S."
|
means the United States of America,
its territories and possessions, any state of the United States of
America and all other areas subject to its jurisdiction.
|
IMPORTANT
NOTICE
This announcement does not
constitute or form part of an offer or invitation, or a
solicitation of any offer or invitation, to purchase any Ascential
Shares or other securities.
The full terms and conditions of the
Tender Offer are set out in the Circular, which shareholders are
advised to read in full.
Each of BofA Securities and J.P.
Morgan Cazenove is authorised by the PRA and regulated by the FCA
and the PRA in the United Kingdom. Deutsche Numis is authorised and
regulated in the United Kingdom by the FCA. Each of the Financial
Advisers is acting exclusively for Ascential and no one else in
connection with the Return of Value. None of the Financial Advisers
will regard any other person (whether or not a recipient of the
Circular and/or this announcement) as a client in relation to the
Return of Value, Share Consolidation or any other matters referred
to in the Circular and/or this announcement and will not be
responsible to anyone other than Ascential for providing the
protections afforded to their respective clients or for the giving
of advice in relation to the Return of Value, Share Consolidation
or any transaction, matter, or arrangement referred to in the
Circular and/or this announcement.
Save for the responsibilities, if
any, which may be imposed on each of the Financial Advisers under
FSMA or the regulatory regime established thereunder, none of the
Financial Advisers nor any of their respective affiliates,
subsidiaries or branches accepts any responsibility whatsoever for
the contents of the Circular and/or this announcement including its
accuracy, completeness and verification or for any other statement
made or purported to be made by it, or on its behalf, in connection
with Ascential and/or the Tender Offer. Each of the Financial
Advisers and each of their respective affiliates, subsidiaries and
branches accordingly disclaims, to the fullest extent permitted by
applicable law, all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise be found to have in respect of the Circular and/or this
announcement (including in the determination of the Strike Price)
or any such statement. No representation or warranty express or
implied, is made by any of the Financial Advisers or any of their
respective affiliates, subsidiaries or branches as to the accuracy,
completeness, verification or sufficiency of the information set
out in the Circular and/or this announcement, and nothing in the
Circular and/or this announcement will be relied upon as a promise
or representation in this respect, whether or not to the past or
future.
Each of the Financial Advisers and
their respective affiliates, subsidiaries and branches may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with Ascential
and its affiliates for which they would have received customary
fees and commissions. Each of the Financial Advisers and their
respective affiliates, subsidiaries and branches may provide such
services to Ascential and its affiliates in the future. In the
ordinary course of their various business activities, the Financial
Advisers and their respective affiliates, subsidiaries and branches
may hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial
instruments (which may include bank loans and/or credit default
swaps) in Ascential and its respective affiliates for their own
account and for the accounts of their customers and may at any time
hold long and short positions in such securities and
instruments.
Cautionary statement
regarding forward-looking statements
This announcement may contain, or
have incorporated by reference into it, 'forward-looking
statements' with respect to certain of the Ascential Group's plans
and its goals and expectations relating to its future financial
condition, performance, results, strategy and
objectives.
Statements that are not historical
facts, including statements about Ascential's beliefs and
expectations and including, without limitation, statements
containing forward-looking terminology such as 'may', 'will',
'should', 'continue', 'aims', 'estimates', 'projects', 'forecasts',
'guides', 'believes', 'intends', 'expects', 'plans', 'seeks' and
'anticipates', their negatives and words of similar meaning, are
forward-looking statements. These statements are based on plans,
estimates and projections as at the time they are made, and
therefore undue reliance should not be placed on them. By their
nature, all forward-looking statements involve risk and
uncertainty. Any forward-looking statements made by or on behalf of
the Ascential Group speak only as at the date they are made and are
based upon the knowledge and information available to the Ascential
Directors on the date of this announcement.
These forward-looking statements are
not guarantees or predictions of future performance, may be based
on a number of assumptions (which may or may not themselves prove
to be correct), and, by their nature, involve known and unknown
risks, uncertainties and other factors, including the factors set
out this announcement, many of which are beyond the Ascential
Group's control, and which may cause the actual results to differ
materially from those expressed or implied in the statements
contained in this announcement. The Ascential Group's actual
results of operations, financial condition and the development of
the business sectors in which the Ascential Group operates may
differ materially from those expressed or implied in any
forward-looking statement contained in this announcement due to
certain factors including, but not limited to, domestic and global
economic and business conditions, market-related risks pertaining
to the industries in which the Ascential Group operate as a whole,
the policies and actions of regulatory authorities, geopolitical
developments, market developments, disruption to the availability,
confidentiality or integrity of the Ascential Group's information
technology, digital systems and data (or those of its suppliers and
partners), the impact of competition, technological development,
inflation, deflation, foreign currency exchange rates, the timing,
impact and other uncertainties of any future acquisitions,
combinations or divestments within relevant industries, as well as
the impact of tax and other legislation and other regulations in
the jurisdictions in which the Ascential Group operate. In
addition, even if the Ascential Group's actual results of
operations, financial condition and the development of the business
sectors in which they operate are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods. Recipients of this announcement
are cautioned not to put undue reliance on forward-looking
statements.
None of the Ascential Group or the
Financial Advisers, nor any of their respective officers, advisers
or any other person gives 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, in part or in whole, and, other than as required by
applicable law, undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise, provided that such forward-looking
statements will be publicly updated if required by applicable law
or regulation (including as may be required by the Companies Act,
the U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules and FSMA (as
appropriate)).
Additionally, statements of the
intentions of the Ascential Board (or any subset thereof) and/or
Ascential Directors reflect the present intentions of the Ascential
Board (or relevant subset thereof) and/or Ascential Directors,
respectively, as at the date of this announcement and may be
subject to change as the composition of the Ascential Board alters,
or as circumstances require. Except as required by applicable law
or regulation (including as may be required by the Companies Act,
the U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules and FSMA (as
appropriate)), the Ascential Group and the Financial Advisers
disclaim any obligation or undertaking to update or revise any
forward-looking statement in this announcement.
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. To the extent required by applicable law or
regulation (including as may be required by the Companies Act, the
U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules and FSMA (as
appropriate)), the Ascential Group will update or revise the
information in this announcement. Otherwise, Ascential, the
Ascential Directors and Ascential's advisers (including the
Financial Advisers) expressly disclaim any obligation or
undertaking to update these forward-looking statements contained in
this announcement to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based, unless required to do so by
applicable law.