NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
This announcement contains inside
information
FOR IMMEDIATE
RELEASE
24 July
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 Companies Act 2006
Commenting on
the Offer, Stephen A. Carter, Chief Executive of Informa,
said:
"Informa is in the business of creating,
nurturing and growing world class B2B brands. Lions and Money20/20
are outstanding examples of such brands. Combined, we can expand
them into more sectors, accelerate growth and take advantage of new
opportunities."
He
added:
"Informa has the operating platform and
capacity. We have international reach into growth sectors. We have
IIRIS, our First Party Data Platform, and we have an understanding
of both the FinTech and Marketing sectors."
"These strengths make us ideally placed to
capture the growth and acceleration opportunities available to both
Lions and Money20/20."
Commenting on
the Offer, Philip Thomas, Chief Executive of Ascential,
said:
"I am extremely proud of all of Ascential's
brands, and the people who work so hard to deliver for them every
day. Our two divisions, Lions and Money20/20, have transformed how
our customers around the world experience events, and benefit from
both digital intelligence and advisory services. The value our
businesses bring to their respective industries is clear as is the
regard in which they are held by Informa.
Informa is a highly respected business, famed
for its expertise in B2B events, strong, ethical culture and
commitment to innovation. This offer will not only deliver
substantial value for our shareholders but also, together with
Informa's international footprint and extensive capabilities in
data and analytics, will unlock further growth opportunities for
our brands and our people."
Summary
·
The boards of Informa and Ascential are pleased to announce
that they have reached agreement on the terms of a recommended cash
offer for the entire issued and to be issued ordinary share capital
of Ascential. It is intended that the Offer will be implemented by
way of a Court sanctioned scheme of arrangement under Part 26 of
the Companies Act.
·
Under the terms of the Offer, each Ascential Shareholder will
be entitled to receive:
For
each Ascential
Share held:
|
568 pence in
cash
|
·
The Offer values the entire issued and to be issued share
capital of Ascential at approximately £1.2 billion on a fully
diluted basis.
·
The Cash Consideration represents a premium of
approximately:
°
53 per cent. to the Closing Price of 371 pence per Ascential
Share on 22 July 2024 (being the last trading day before the
commencement of the Offer Period);
°
61 per cent. to the thirty day volume weighted average price
of 352 pence per Ascential Share to 22 July 2024 (being the last
trading day before the commencement of the Offer Period);
and
°
67 per cent. to the sixty day volume weighted average price
of 340 pence per Ascential Share to 22 July 2024 (being the last
trading day before the commencement of the Offer
Period).
·
In addition, Informa and Ascential have agreed that if the
Hudson Disposal completes prior to the date of the Sanction
Hearing, Net Sale Proceeds will (subject to the approval of the
Ascential Board) be returned to Ascential Shareholders by way of a
cash dividend and Ascential Shareholders will be entitled to keep
that dividend without any reduction of the Cash Consideration
payable under the Offer.
·
Informa expects significant revenue opportunities to arise
through combination, including through cross selling and expansion
into fast growth economies where Informa has an established
position. Informa also expects c.£12 million of annual cost savings
and efficiency improvements by combining Ascential into Informa's
operating platform. Combined with tax benefits that can be realised
post combination, Informa believes the Offer implies a low
double-digit multiple of enterprise value to Ascential's estimated
EBITDA in 2025.
Compelling
Strategic and Commercial Rationale for Informa
Informa believes it is uniquely positioned
to provide the global platform and operations to
enable Ascential's divisions to continue their strong growth
trajectory. This includes the substantial support, investment and
expansion that comes with being part of a broader operating group
and more specifically through:
1.
Nurturing and growing major B2B
Brands… Lions and Money20/20 are leading,
global, events-led platforms with premium brands in
structurally attractive sectors. Informa has a strong track record
of nurturing and growing major events brands, having built a
portfolio of 600+ brands across 20+ specialist sectors over the
last 15 years. The addition of Lions and Money20/20 makes for a
powerful combination, with a blueprint for delivering further
growth and expansion.
2.
FinTech…
Informa sees exciting opportunities for Money20/20 to benefit
from its complementary activities in the sector and its
international infrastructure, by, for example, helping extend
Money20/20 into the Middle East and Africa, where there is
currently rapid growth and significant investment in financial
technology, particularly around payments. This includes in the
Kingdom of Saudi Arabia, where Informa has established a leading
position through its joint venture partnership Tahaluf, and where
the financial technology sector is the focus for major investment
and growth. There is a clear opportunity to create a more dynamic,
international franchise with opportunities for cross-promotion of
other events and services, powered by the access Informa can
provide to new sectors and fast growth economies.
3.
Marketing… The Lions
platform has three core components. Firstly, Cannes Lions is a
must-attend, global event celebrating creativity and sitting at the
heart of the Marketing industry. Cannes Lions uniquely delivers
benchmark awards for creativity, and generates delegate and
sponsorship revenues in addition to award entry revenues. Secondly,
the relationships and first party information that Lions has built
over its 70 year festival history have allowed it to develop new
products that offer valuable data, analytics and insights to
customers on a subscription basis. Thirdly, Lions provides
tailored, strategic advisory services that transform their
customers' businesses in the creative marketing and effectiveness
space, while deepening their relationships with the
brand.
Informa intends to make Lions the centre-piece
of a new business, Informa Festivals, designed to showcase the
value of experience-led, festival brands - a fast growing area in
the B2B events space. Informa already has a number of its own major
experience-led, festival brands such as the Monaco Yacht Show
(Luxury), London Tech Week (Future Tech) and Black Hat (Cyber
Security). Informa sees the opportunity to create significant value
from further developing its own Festival brands, in combination
with Lions' expertise, and accelerating the broader experience-led
transformation of its wider B2B portfolio.
4.
Global operating platform…
Informa has an established, global operating platform
with the capacity and capability to support and further expand the
impact of Ascential's businesses as well as provide meaningful
career growth opportunities for Ascential colleagues. Informa's
ability to amortise operating costs across a much broader revenue
base is expected to deliver efficiencies in areas such as
technology platforms, licensing, procurement and other shared
operations. Furthermore, Informa can provide access to
new sectors and fast growth economies, including an extensive
network of event profiles and venue contracts, and deep
relationships with independent contractors, trade associations,
local authorities and governments across the world.
5.
First Party Data…
In recent years, Informa has made significant investment in
IIRIS, a centralised First Party Data and Analytics Platform for
collecting, collating and managing B2B customer data arising
through event registration, face-to-face activity, digital content
and online activity. This has improved customer engagement and
customer knowledge, enabling Informa to deliver more effective
marketing and increase the value and efficiency of products,
including the launch of new services like Lead Insights and Beacon Discovery. It believes all of
Ascential's businesses will benefit from access to IIRIS and
Informa's broader digital expertise, as well as the Informa Group's
ability to invest at scale in similar growth
initiatives.
This combination of strengths supports
Informa's belief that it provides a unique platform to
support future growth and value creation from Ascential's
brands.
Informa also believes there is a strong
cultural fit between the two companies. Both have colleagues at the
heart of their strengths and values, with teams of specialists
organised around industry sectors, along with deep knowledge and
long-term industry relationships. Ascential's teams will work
closely with Informa colleagues on growth and expansion, with all
the additional support, investment and access to further
professional opportunities that come with being part of a broader
operating platform.
As demonstrated by Informa's headline results
published today for the first half of 2024 and the highlights from
Ascential's interim results provided below, both Ascential and
Informa are currently delivering outstanding operating
performances, highlighted by both companies' double-digit
underlying revenue growth. The strength of this operating momentum
and forward visibility makes this the perfect time to combine the
complementary strengths of Informa and Ascential and make the most
of the growing demand for premium, live B2B experiences.
Value Creation
for Informa Shareholders
·
Efficient Capital
Allocation… The acquisition of Ascential
completes Informa's three-year Reinvestment Programme that started
with the divestment of the Informa Intelligence Portfolio for £2.5
billion (£200 million of revenue sold at an average enterprise
value/EBITDA multiple of 28x) and has been followed by reinvestment
into Winsight, Tarsus, HIMSS and now Ascential (£600 million of
revenue bought at an average post-synergy enterprise value/EBITDA
multiple of c. 11x).
These portfolio changes have been combined with
over £1.4 billion of capital returns to Informa shareholders
through share buybacks.
As part of the Reinvestment Programme, Informa
retained a 6.7 per cent. stake in the Pharma Intelligence business
(Norstella) and a 20 per cent. stake in Maritime Intelligence.
Following strong operating performances and expressions of interest
from third parties, the Informa Group is reviewing its full
portfolio of retained minority investments to determine the best
route to unlock value from these interests.
·
Revenue
acceleration… Informa sees opportunities to
accelerate revenues post combination, including through cross
promotion, product extension and international expansion. The
expansion of its FinTech franchise, which is forecast to have
combined revenues of more than £100 million, is expected to have an
immediate impact, with more than £10 million of incremental
revenues forecast from 2025 through cross selling across the
expanded customer base and deploying the Money20/20 brand
internationally.
·
Strong earnings
accretion… Informa expects the addition of
Ascential to deliver 5 per cent.+ accretion to adjusted earnings
per share in the first full year of ownership, based on strong
revenue growth and c.£12 million of annual cost savings and
efficiency improvements.
·
Return on
investment… The addition of Ascential is
expected to deliver a post-tax return on invested capital in excess
of Informa's long-term cost of capital within 2 to 3 full financial
years post completion.
·
Balance sheet
strength… The strength of Informa's balance
sheet and strong cash generation, including estimated adjusted free
cash flow of over £740 million for 2024, is enabling it to make a
cash offer for Ascential. Based on Informa's assumptions for growth
and operating synergies, it expects pro-forma leverage at year-end
to remain at the upper end of its target leverage range of 1.5x to
2.5x Net Debt to EBITDA, deleveraging towards the mid-point of the
range through 2025.
Background to
and reasons for the recommendation
·
Ascential is a specialist events-led, intelligence and
advisory business which takes the world's leading brands and
professional communities to the heart of 'what's next' for their
respective industries.
·
The Ascential Board has successfully delivered a strategy to
unlock significant value for Ascential Shareholders through a
strategic review process commencing in January 2023 and culminating
in agreements to sell its WGSN and Digital Commerce businesses as
announced in October 2023. Following the separation, Ascential
became a pure-play operator of two of the highest quality and
renowned global events businesses, Cannes Lions and
Money20/20.
·
This transformation of Ascential has provided the foundation
for the continuing business to thrive through a greater focus on
Ascential's unique position as a focussed, events-led platform with
world-leading premium divisions and a clear strategy for continued
delivery on its growth plans. The sales of its WGSN and Digital
Commerce businesses for combined proceeds of £1.2 billion, both of
which completed in the first quarter of 2024, also enabled
Ascential to return over £750 million of sale proceeds to Ascential
Shareholders by way of a tender offer and special dividend in the
second quarter of 2024, together with a further £9 million returned
to its shareholders via its £100 million share buy-back
programme.
·
Through the first half of 2024, Ascential has continued to
perform well, delivering double-digit growth in both the Marketing
(Lions) and Financial Technology (Money20/20) segments and building
on the strong momentum from 2023. These business segments deliver
diverse, sustainable revenue streams spanning live events,
benchmark awards, digital subscriptions and advisory services. The
outlook for the Ascential Group remains robust, with momentum in
the business expected to deliver constant currency growth rates in
2024 towards the top-end of Ascential's medium-term growth targets.
Ascential remains confident about the medium-term targets confirmed
in its recent capital markets day and the Ascential Board has
conviction in the ongoing execution of Ascential's strategy and
that its successful delivery will create significant value for
Ascential Shareholders over the medium-term.
·
Informa's interest in acquiring the shares of Ascential was
unsolicited. The Ascential Board has a fiduciary duty to Ascential
Shareholders, and to all stakeholders, to fully assess any proposal
regarding a potential offer to acquire Ascential. The Ascential
Board concluded that Informa's initial proposals did not reflect an
appropriate valuation for Ascential and its future prospects.
Following further approaches by Informa, the most recent proposal
reached a level of 568 pence per Ascential Share in cash. Following
significant detailed analysis and careful review, the Ascential
Board concluded that this proposal from Informa was at an
acceptable level for the Ascential Board to recommend to its
shareholders.
·
In considering the financial terms of the Offer and
determining whether the Offer reflected an appropriate valuation of
Ascential and its future prospects, the Ascential Board has taken
into account a number of factors including that the Offer
represents:
o a level of certainty
and acceleration of delivering value to Ascential Shareholders
weighed against the Ascential Board's internal valuation of the
business net of inherent business execution risks underpinning the
delivery of future value;
o an immediate and
significant premium to the current share price, reflective of the
significant premium value inherent in Ascential, whilst also
providing shareholders with certainty of value in cash;
o a premium of 53 per
cent. to the Closing Price of 371 pence per Ascential Share on 22
July 2024 (being the last trading day before the commencement of
the Offer Period);
o a premium of 61 per
cent. to the thirty day volume weighted average price of 352 pence
per Ascential Share to 22 July 2024 (being the last trading day
before the commencement of the Offer Period); and
o a premium of 67 per
cent. to the sixty day volume weighted average price of 340 pence
per Ascential Share to 22 July 2024 (being the last trading day
before the commencement of the Offer Period).
· The
Ascential Board also recognises that the combination of the Offer
and £759 million of value returned via tender offer, special
dividend and share repurchases in 2024 aggregates in total to £2.0
billion in value returned to Ascential Shareholders, which is 2.1x
greater than the market capitalisation of Ascential at close of
business on 24 January 2023, the day prior to the announcement of
the conclusions of its strategic review.
· In
considering the Offer, the Ascential Board has taken into account
Informa's stated intentions for Ascential and its management,
employees and other stakeholders.
·
The Ascential Board recognises a significant opportunity to
create value by combining Ascential's two unique B2B divisions,
Lions and Money20/20, with Informa. As part of Informa's platform,
the Ascential Board believes the reach and impact of Ascential's
divisions can be accelerated. As a leading operator of Live B2B
Events globally, with more than 600 B2B brands in 20+ specialist
sectors across more than 30 countries, Informa can provide access
to new sectors as well as an extensive network of suppliers and
relationships with venues, trade associations, local authorities
and governments across the world.
·
Following careful consideration of the financial terms of the
Offer, the combination of value and certainty that the terms of the
Offer provide to Ascential Shareholders, and the above factors, the
Ascential Directors intend to recommend unanimously the Offer to
Ascential Shareholders.
Recommendation
·
The Ascential Directors, who have been so advised by BofA
Securities and Goldman Sachs as to the financial terms of the
Offer, consider the terms of the Offer to be fair and reasonable.
In providing advice to the Ascential Directors, BofA Securities and
Goldman Sachs have taken into account the commercial assessments of
the Ascential Directors. BofA Securities and Goldman Sachs are
providing independent financial advice to the Ascential Directors
for the purposes of Rule 3 of the Takeover Code.
·
Accordingly, the Ascential Directors intend to recommend
unanimously that Ascential Shareholders vote (or procure votes) in
favour of the Scheme at the Court Meeting and to vote (or procure
votes) in favour of the Ascential Resolution(s) at the General
Meeting as the Ascential Directors who (or whose immediate family)
beneficially hold Ascential Shares have irrevocably undertaken to
do (or procure to be done) in respect of 602,718 Ascential Shares
in total, representing in aggregate approximately 0.3 per cent. of
Ascential's ordinary share capital in issue as at the Latest
Practicable Date.
Information
relating to Ascential
·
Ascential takes the world's leading brands to the heart of
what's next for their industries. Ascential does this through its
events, intelligence products and advisory services. Ascential's
700 people serve a global customer base from more than 100
countries in the large and growing Marketing and Financial
Technology sectors.
·
Ascential intends to publish its interim results for the six
months ended 30 June 2024 shortly, highlights of which are as
follows:
o Ascential's
performance for the six months ended 30 June 2024 has been strong
with revenue of approximately £158 million and 15 per cent. organic
growth in comparison to the same period last year (HY 2023: £136.1
million);
o both the Marketing
and Financial Technology segments achieved double digit revenue
growth;
o 15 per cent. revenue
growth in the Marketing segment was driven by an over 10 per cent.
increase in delegate volumes while sponsorship customer numbers
were more than 20 per cent. higher;
o revenue in the
Financial Technology segment grew by 14 per cent. with the first
half of 2024 seeing the successful launch of Money20/20 Asia which
delivered over £6 million in revenue, attracting over 3,000
attendees;
o Ascential maintains a
strong balance sheet with a net cash position of approximately £19
million as at 30 June 2024; and
o given the normal
balance between first and second half trading and in light of the
strong performance for the first half of 2024 and visibility into
the second half of 2024, Ascential expects to report constant
currency revenue growth rates for the full year to 31 December 2024
towards the top-end of its medium-term growth targets, driven by
momentum in the Marketing division in particular.
Timetable and
Conditions
·
It is intended that the Offer will be effected by way of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. However, Informa reserves the right to elect to
implement the Offer by way of a Takeover Offer, subject to the
consent of the Panel (where necessary) and the terms of the
Co-operation Agreement.
·
The Offer is conditional on, among other things, the approval
of the requisite majority of the Scheme Shareholders at the Court
Meeting and Ascential Shareholders at the General Meeting. In order
to become Effective, the Scheme must be approved by a majority in
number of the Scheme Shareholders present and voting at the Court
Meeting, either in person or by proxy, representing at least 75 per
cent. in value of the Scheme Shares voted. In addition, the
approval of the Ascential Resolution(s) by Ascential Shareholders
representing at least 75 per cent. of votes cast at the General
Meeting (expected to be held immediately after the Court Meeting)
is also required for the implementation of the Scheme. In addition,
following the Court Meeting, the Scheme must be sanctioned by the
Court. Finally, a copy of the Court Order must be delivered to the
Registrar of Companies, upon which the Scheme will become
Effective. The Scheme must become Effective by no later than the
Long Stop Date.
·
The Offer will also be conditional upon the expiration or
termination of the applicable waiting period under the U.S.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
amended).
·
The Offer will be made in accordance with the Takeover Code
and on the terms and subject to the Conditions which are set out
in Appendix 1 to this Announcement and on
the further terms and conditions that will be set out in the Scheme
Document.
·
The Scheme Document, containing further information about the
Offer and notices of the Court Meeting and the General Meeting, and
which will be accompanied by the Forms of Proxy, will be published
as soon as reasonably practicable, and in any event within 28 days
of this Announcement (or such later time as Informa, Ascential and
the Panel agree and, if required, the Court may approve). The
Scheme Document will specify the actions to be taken by Ascential
Shareholders and will contain an expected timetable for the
implementation of the Scheme.
·
The Scheme is expected to become Effective in Q4 2024,
subject to the satisfaction or, where permitted, waiver of the
Conditions set out in Appendix 1 to this
Announcement.
This summary
should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Offer will be
subject to the Conditions and further terms set out
in Appendix
1 to this
Announcement and to the full terms and conditions which will be set
out in the Scheme Document. Appendix 2 to this Announcement contains the
sources of information and bases of calculations of certain
information contained in this Announcement.
Appendix 3
contains a summary of the
irrevocable undertakings received in relation to this
Offer. Appendix 4 contains definitions of certain
expressions used in this summary and in this
Announcement.
Enquiries:
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 & 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
|
|
|
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 (Joint Financial Adviser
to Ascential)
|
+44 (0) 20 7774
1000
|
Anthony
Gutman
|
|
Nick Harper
|
|
Alex Garner
|
|
Nuno Santos
|
|
|
|
Deutsche Numis (Joint Corporate Broker
to Ascential)
|
+44 (0)20 7260
1000
|
Nick
Westlake
|
|
Stuart Ord
|
|
Jamie
Loughborough
|
|
|
|
FTI Consulting LLP (Communications
adviser to Ascential)
|
+44 (0)20 3727
1000
|
Jamie
Ricketts
|
|
Matt Dixon
|
|
|
|
Clifford Chance LLP is acting as legal adviser
to Informa.
Slaughter and May is acting as legal adviser to
Ascential.
Important notices about financial
advisers
Morgan
Stanley & Co. International plc ("Morgan Stanley") which is authorised by
the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the UK
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.
Merrill Lynch
International ("BofA
Securities"), which is authorised by the Prudential
Regulatory Authority and regulated by the Financial Conduct
Authority and the Prudential Regulatory Authority in the United
Kingdom, is acting exclusively for Ascential and for no one else in
connection with the Offer 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
International ("Goldman
Sachs"), 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 Ascential and no one else in connection with the
Offer 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.
Numis
Securities Limited (trading as "Deutsche Numis"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Ascential as 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.
Inside Information
This
Announcement contains inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement via a Regulatory Information
Service, this inside information will be considered to be in the
public domain.
The person
responsible for making this Announcement on behalf of Ascential is
Naomi Howden (Company Secretary). The person responsible for making this Announcement on behalf
of Informa is Rupert Hopley (Company Secretary).
Further Information
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
an invitation to purchase any securities; a solicitation of an
offer to buy, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities pursuant to the Offer otherwise; or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or
exchange is unlawful. The Offer will be made solely by means of the
Scheme Document (or, if the Offer is implemented by way of a
Takeover Offer, the offer document) which, together with any
related forms of proxy, will contain the full terms and conditions
of the Offer, including details of how to vote in respect of the
Scheme. Any decision in respect of, or other response to, the Offer
should be made only on the basis of the information contained in
the Scheme Document (or, if the Offer is implemented by way of a
Takeover Offer, the offer document).
Ascential
will prepare the Scheme Document to be distributed to Ascential
Shareholders. Ascential and Informa urge Ascential Shareholders to
read the Scheme Document (or any other document by which the Offer
is made) in full when it becomes available because it will contain
important information relating to the Offer, including details of
how to vote in respect of the Scheme.
The
statements contained in this Announcement are made as at the date
of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this Announcement since such
date.
This
Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release,
publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Offer to
Ascential Shareholders who are not resident in the United Kingdom,
may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this Announcement comes should inform
themselves about and observe such restrictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Ascential Shares with respect to the Scheme at the Court
meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document (or, if the Offer is
implemented by way of a Takeover Offer, the offer document). Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Unless
otherwise determined by Informa or required by the Takeover Code,
and permitted by applicable law and regulation, the Offer will not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction, and
persons receiving this Announcement and all documents relating to
the Offer(including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such
Restricted Jurisdiction. If the
Offer is implemented by way of Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may
not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer will not be capable
of acceptance by any such use, means, instrumentality or facilities
or from within any Restricted Jurisdiction.
This
Announcement has been prepared in connection with proposals in
relation to a scheme of arrangement pursuant to and for the purpose
of complying with English law and the Takeover Code and 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 the United Kingdom. Nothing in
this Announcement should be relied on for any other
purpose.
The Offer
shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the Listing Rules.
Additional information for US
investors
The Offer
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. A transaction effected by means of a scheme of arrangement is
not subject to the tender offer or proxy solicitation rules under
the US Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
If, in the
future, Informa exercises its right to implement the Offer by way
of a Takeover Offer, which is to be made into the US,
such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act. Such a
Takeover Offer would be made in the US by Informa and no one
else.
In the event
that the Offer is implemented by way of Takeover Offer,
in accordance with, and to the extent permitted by,
the Takeover Code and normal UK market practice, Morgan Stanley and
their respective affiliates may continue to act as exempt principal
traders or exempt market makers in Ascential Shares on the London
Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual
practice and applicable law, as permitted by Rule 14e-5(b)(9) under
the US Exchange Act. In addition, Informa, its affiliates, their
advisers and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Ascential outside the Offer, such as in open market purchases or
privately negotiated purchases, during the period in which the
Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US and would comply with applicable law, including UK
laws and the US Exchange Act. Any such purchases by Informa or its
affiliates will not be made at prices higher than the price of the
Offer provided in this Announcement unless the price of the Offer
is increased accordingly. Any information about such purchases or
arrangements to purchase shall be disclosed as required under UK
laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com.
To the extent that such information is required to be
publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
It may be
difficult for US holders of Ascential Shares to enforce their
rights and any claim arising out of the US federal securities laws
in connection with the Offer, since Informa
and Ascential are located
in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Ascential Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
The financial
information included in this Announcement, or that may be included
in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US
("US GAAP"). US GAAP
differs in certain significant respects from accounting standards
applicable in the United Kingdom. None of the financial information
in this announcement has been audited in accordance with auditing
standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United
States).
Neither the
Offer nor this Announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities approved or disapproved or
passed judgement upon the fairness or the merits of the Offer, or
determined if the information contained in this Announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the United States.
The receipt
of cash pursuant to the Offer by a US holder as consideration for
the transfer of its Ascential Shares pursuant to the Offer will
likely be a taxable transaction for US federal income tax purposes
and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Ascential
Shares is urged to consult
their independent legal, tax and financial advisers regarding the
tax consequences of the Offer applicable to them, including under
applicable US state and local, as well as overseas and other, tax
laws.
Forward-looking
statements
This
Announcement (including information incorporated by reference in
this Announcement), oral statements made regarding the Offer, and
other information published by Informa or Ascential may contain
statements about Informa and Ascential that are or may be deemed to
be forward looking statements. All statements other than statements
of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to",
"budget", "scheduled", "forecast" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Informa's or Ascential's operations and potential synergies
resulting from the Offer; and (iii) the effects of government
regulation on Informa's or Ascential's business.
Such forward
looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Informa and Ascential about future
events, and are therefore subject to risks and uncertainties that
could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw materials or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the timing and success of future offer
opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such
forward looking statements should therefore be construed in light
of such factors. Neither Informa nor Ascential, nor any of their
respective associates or directors, officers or advisers, provides
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. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements
attributable to any member of the Informa Group or the Ascential
Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
Informa and
Ascential expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
No
profit forecasts, profit estimates or quantified financial benefit
statements
No statement
in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for Ascential for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Ascential.
Disclosure requirements of the Takeover
Code
Under Rule
8.3(a) of the Takeover Code, any person who is interested in
1 per
cent. 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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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(s), 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 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.
Publication on website
A copy of
this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Informa's website at
https://informa.com/investors/informaandascential and Ascential's
website at
https://www.ascential.com/Recommended-Offer-for-Ascential-by-Informa
by no later than 12.00 noon (London Time) on the Business Day
following the publication of this Announcement.
For the
avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated
into and do not form part of this Announcement.
Information relating to Ascential
Shareholders
Please be
aware that addresses, electronic addresses and certain other
information provided by Ascential Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ascential may be provided to Informa during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code.
Right to receive documents in hard copy
form
In accordance
with Rule 30.3 of the Takeover Code, Ascential Shareholders,
participants in the Ascential Share Plans and persons with
information rights may request a hard copy of this Announcement,
free of charge, by contacting Ascential's registrars, Equiniti,
during business hours on +44 (0) 371 384 2848, or by submitting a
request in writing to Equiniti, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA, United Kingdom. If calling from
outside of the UK, please ensure the country code is used. For
persons who receive a copy of this Announcement in electronic form
or via a website notification, a hard copy of this Announcement
will not be sent unless so requested. Such persons may also request
that all future documents, announcements and information in
relation to the Offer are sent to them in hard copy form. Please
note that Equiniti cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
Rounding
Certain
figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
General
If you are in
any doubt about the contents of this Announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.
Class 2 transaction
The Offer
constitutes a Class 2 transaction for Informa for the purposes of
the Listing Rules. For the purposes of LR 10.4.1 R (Notification of
Class 2 transactions), the gross assets and profit before tax of
Ascential for FY2023 were £1,606.3
million and £10.6 million respectively.
NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
This announcement contains inside
information
FOR IMMEDIATE
RELEASE
24 July 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 Companies Act 2006
1.
Introduction
The boards of Informa and Ascential are pleased
to announce that they have reached agreement on the terms of a
recommended cash offer for the entire issued and to be issued
ordinary share capital of Ascential.
The Offer is intended to be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
(although Informa reserves the right to effect the Offer by way of
a Takeover Offer, subject to the consent of the Panel and the terms
of the Co-operation Agreement).
2.
The Offer
Under the terms of the Offer, which will be
subject to the Conditions and further terms set out below and
in Appendix 1 to this Announcement, and
to be set out in the Scheme Document, Ascential Shareholders will
be entitled to receive:
For each
Ascential Share held:
|
568 pence
in cash
|
The Offer values the entire issued and to be
issued share capital of Ascential at approximately £1.2 billion on
a fully diluted basis.
The Cash Consideration represents a premium of
approximately:
·
53 per cent. to the Closing Price of 371 pence per Ascential
Share on 22 July 2024 (being the last trading day before the
commencement of the Offer Period);
·
61 per cent. to the thirty day volume weighted average
price of 352 pence per Ascential Share to 22 July 2024 (being the
last trading day before the commencement of the Offer Period);
and
·
67 per cent. to the sixty day volume weighted average price
of 340 pence per Ascential Share to 22 July 2024 (being the last
trading day before the commencement of the Offer
Period).
In addition, Informa and Ascential have agreed
that if the Hudson Disposal completes prior to the date of the
Sanction Hearing, Net Sale Proceeds will (subject to the approval
of the Ascential Board) be returned to Ascential Shareholders by
way of a cash dividend and Ascential Shareholders will be entitled
to keep that dividend without any reduction of the Cash
Consideration payable under the Offer.
Informa expects significant revenue
opportunities to arise through combination, including through cross
selling and expansion into fast growth economies where Informa has
an established position. Informa also expects c.£12 million of
annual cost savings and efficiency improvements by combining
Ascential into Informa's operating platform. Combined with tax
benefits that can be realised post combination, Informa believes
the Offer implies a low double-digit multiple of enterprise value
to Ascential's estimated EBITDA in 2025.
If, on or after the date of this Announcement
and on or prior to the Effective Date, any dividend and/or other
distribution and/or return of capital is authorised, declared, made
or paid or becomes payable in respect of Ascential Shares (other
than the Permitted Dividend (if any)), Informa reserves the right
to reduce the Cash Consideration by an amount equal to all or part
of any such dividend and/or other distribution and/or return of
capital, in which case Ascential Shareholders would be entitled to
receive and retain any such dividend and/or other distribution
and/or return of capital authorised, declared, made or
paid.
If and to the extent that any such dividend,
distribution or return of value is authorised, declared, made or
paid or becomes payable on or prior to the Effective Date (other
than the Permitted Dividend (if any)), and Informa exercises its
rights under this paragraph 2 to reduce
the Cash Consideration payable under the terms of the Offer,
Informa shall make an announcement in respect of the exercise of
that right and any reference in this Announcement to the Cash
Consideration payable under the terms of the Offer shall be deemed
to be a reference to the Cash Consideration as so
reduced.
It is expected that the Scheme Document
(including details of the Court Meeting and the General Meeting),
and the Forms of Proxy accompanying the Scheme Document, will be
published as soon as reasonably practicable, and in any event
within 28 days of this Announcement (or such later time as Informa,
Ascential and the Panel agree and, if required, the Court may
approve) and the Scheme will become Effective in Q4 2024, subject
to the satisfaction or, where permitted, waiver of the Conditions
set out in the Appendix 1 to this
Announcement.
An expected timetable of principal events
relating to the Offer and further information on the actions to be
taken by the Ascential Shareholders will be provided in the Scheme
Document.
3.
Background to and reasons for the Offer
Informa believes it is uniquely positioned
to provide the global platform and operations to
enable Ascential's divisions to continue their strong growth
trajectory. This includes the substantial support, investment and
expansion that comes with being part of a broader operating group
and, more specifically through:
1.
Nurturing and growing major B2B
Brands… Lions and Money20/20 are leading,
global, events-led platforms with premium brands in
structurally attractive sectors. Informa has a strong track record
of nurturing and growing major events brands, having built a
portfolio of 600+ brands across 20+ specialist sectors over the
last 15 years. The addition of Lions and Money20/20 makes for a
powerful combination, with a blueprint for delivering further
growth and expansion.
2.
FinTech…
Informa sees exciting opportunities for Money20/20 to benefit
from its complementary activities in the sector and its
international infrastructure, by, for example, helping extend
Money20/20 into the Middle East and Africa, where there is
currently rapid growth and significant investment in financial
technology, particularly around payments. This includes in the
Kingdom of Saudi Arabia, where Informa has established a leading
position through its joint venture partnership Tahaluf, and where
the financial technology sector is the focus for major investment
and growth. There is a clear opportunity to create a more dynamic,
international franchise with opportunities for cross-promotion of
other events and services, powered by the access Informa can
provide to new sectors and fast growth economies.
3.
Marketing… The Lions
platform has three core components. Firstly, Cannes Lions is a
must-attend, global event celebrating creativity and sitting at the
heart of the Marketing industry. Cannes Lions uniquely delivers
benchmark awards for creativity and generates delegate and
sponsorship revenues in addition to award entry revenues. Secondly,
the relationships and first party information that Lions has built
over its 70 year festival history have allowed it to develop new
products that offer valuable data, analytics and insights to
customers on a subscription basis. Thirdly, Lions provides
tailored, strategic advisory services that transform their
customers' businesses in the creative marketing and effectiveness
space, while deepening their relationships with the
brand.
Informa intends to make Lions the centre-piece
of a new business, Informa Festivals, designed to showcase the
value of experience-led, festival brands - a fast growing area in
the B2B events space. Informa already has a number of its own major
experience-led, festival brands such as the Monaco Yacht Show
(Luxury), London Tech Week (Future Tech) and Black Hat (Cyber
Security). Informa sees the opportunity to create significant value
from further developing its own Festival brands, in combination
with Lions' expertise, and accelerating the broader experience-led
transformation of its wider B2B portfolio.
4.
Global operating platform…
Informa has an established, global operating platform
with the capacity and capability to support and further expand the
impact of Ascential's businesses as well as provide meaningful
career growth opportunities for Ascential colleagues. Informa's
ability to amortise operating costs across a much broader revenue
base is expected to deliver efficiencies in areas such as
technology platforms, licensing, procurement and other shared
operations. Furthermore, Informa can provide access to
new sectors and fast growth economies, including an extensive
network of event profiles and venue contracts, and deep
relationships with independent contractors, trade associations,
local authorities and governments across the world.
5.
First Party Data…
In recent years, Informa has made significant investment in
IIRIS, a centralised First Party Data and Analytics Platform for
collecting, collating and managing B2B customer data arising
through event registration, face-to-face activity, digital content
and online activity. This has improved customer engagement and
customer knowledge, enabling Informa to deliver more effective
marketing and increase the value and efficiency of products,
including the launch of new services like Lead Insights and Beacon Discovery. It believes all of
Ascential's businesses will benefit from access to IIRIS and
Informa's broader digital expertise, as well as the Informa Group's
ability to invest at scale in similar growth
initiatives.
This combination of strengths supports
Informa's belief that it provides a unique platform to
support future growth and value creation from Ascential's
brands.
Informa also believes there is a strong
cultural fit between the two companies. Both have colleagues at the
heart of their strengths and values, with teams of specialists
organised around industry sectors, along with deep knowledge and
long-term industry relationships. Ascential's teams will work
closely with Informa colleagues on growth and expansion, with all
the additional support, investment and access to further
professional opportunities that come with being part of a broader
operating platform.
As demonstrated by Informa's headline results
published today for the first half of 2024 and the highlights from
Ascential's interim results provided below, both Ascential and
Informa are currently delivering outstanding operating
performances, highlighted by both companies' double-digit
underlying revenue growth. The strength of this operating momentum
and forward visibility makes this the perfect time to combine the
complementary strengths of Informa and Ascential and make the most
of the growing demand for premium, live B2B experiences.
Financial
effects
·
Efficient Capital Allocation… The
acquisition of Ascential completes Informa's three-year
Reinvestment Programme that started with the divestment of the
Informa Intelligence Portfolio for £2.5 billion (£200 million of
revenue sold at an average enterprise value/EBITDA multiple of 28x)
and has been followed by reinvestment into Winsight, Tarsus, HIMSS
and now Ascential (£600 million of revenue bought at an average
post-synergy enterprise value/EBITDA multiple of c.
11x).
o these portfolio
changes have been combined with over £1.4 billion of capital
returns to Informa shareholders through share buybacks;
and
o as part of the
Reinvestment Programme, Informa retained a 6.7 per cent. stake in
the Pharma Intelligence business (Norstella) and a 20 per cent
stake in Maritime Intelligence. Following strong operating
performances and expressions of interest from third parties, the
Informa Group is reviewing its full portfolio of retained minority
investments to determine the best route to unlock value from these
interests.
·
Revenue acceleration… Informa sees opportunities to
accelerate revenues post combination, including through cross
promotion, product extension and international expansion. The
expansion of its FinTech franchise, which is forecast to have
combined revenues of more than £100 million, is expected to have an
immediate impact, with more than £10 million of incremental
revenues forecast from 2025 through cross selling across the
expanded customer base and deploying the Money20/20 brand
internationally.
·
Strong earnings accretion… Informa expects the addition of Ascential to deliver 5
per cent.+
accretion to adjusted earnings per share in the first full year of
ownership, based on strong revenue growth and c.£12 million of
annual cost savings and efficiency improvements.
·
Return on investment… The addition of Ascential is expected to deliver a post-tax
return on invested capital in excess of Informa's long-term cost of
capital within 2 to 3 full financial years post
completion.
·
Balance sheet strength… The strength
of Informa's balance sheet and strong cash generation, including
estimated adjusted free cash flow of over £740 million
for 2024, is enabling it
to make a cash offer for Ascential. Based on Informa's assumptions
for growth and operating synergies, it expects pro-forma leverage
at year-end to remain at the upper end of its target leverage range
of 1.5x to 2.5x Net Debt to EBITDA, deleveraging towards the
mid-point of the range through 2025.
4.
Recommendation
The Ascential Directors, who have been so
advised by BofA Securities and Goldman Sachs as to the financial
terms of the Offer, consider the terms of the Offer to be fair and
reasonable. In providing advice to the Ascential Directors, BofA
Securities and Goldman Sachs have taken into account the commercial
assessments of the Ascential Directors. BofA Securities and Goldman
Sachs are providing independent financial advice to the Ascential
Directors for the purposes of Rule 3 of the Takeover
Code.
Accordingly, the Ascential Directors intend to
unanimously recommend that Ascential Shareholders vote (or procure
votes) in favour of the Scheme at the Court Meeting and to vote (or
procure votes) in favour of the Ascential Resolution(s) at the
General Meeting as the Ascential Directors who (or whose immediate
family) beneficially hold Ascential Shares have irrevocably
undertaken to do (or procure to be done), in respect of 602,718
Ascential Shares in total, representing in aggregate approximately
0.3 per cent. of the ordinary share capital of Ascential in issue
as at the Latest Practicable Date. Further details of these
undertakings, including the circumstances in which they cease to be
binding, are set out in Appendix 3 to this Announcement.
5.
Background to and reasons for the recommendation
Ascential is a specialist events-led,
intelligence and advisory business which takes the world's leading
brands and professional communities to the heart of 'what's next'
for their respective industries.
The Ascential Board has successfully delivered
a strategy to unlock significant value for Ascential Shareholders
through a strategic review process commencing in January 2023 and
culminating in agreements to sell its WGSN and Digital Commerce
businesses as announced in October 2023. Following the separation,
Ascential became a pure-play operator of two of the highest quality
and renowned global events businesses, Cannes Lions and
Money20/20.
This transformation of Ascential has provided
the foundation for the continuing business to thrive through a
greater focus on Ascential's unique position as a focussed,
events-led platform with world-leading premium divisions and a
clear strategy for continued delivery on its growth plans. The
sales of its WGSN and Digital Commerce businesses for combined
proceeds of £1.2 billion, both of which completed in the first
quarter of 2024, also enabled Ascential to return over £750 million
of sale proceeds to Ascential Shareholders by way of a tender offer
and special dividend in the second quarter of 2024, together with a
further £9 million returned to its shareholders via its £100
million share buy-back programme.
Through the first half of 2024, Ascential has
continued to perform well, delivering double-digit growth in both
the Marketing (Lions) and Financial Technology (Money20/20)
segments and building on the strong momentum from 2023. These
business segments deliver diverse, sustainable revenue streams
spanning live events, benchmark awards, digital subscriptions and
advisory services. The outlook for the Ascential Group remains
robust, with momentum in the business expected to deliver constant
currency growth rates in 2024 towards the top-end of Ascential's
medium-term growth targets. Ascential remains confident about the
medium-term targets confirmed in its recent capital markets day and
the Ascential Board has conviction in the ongoing execution of
Ascential's strategy and that its successful delivery will create
significant value for Ascential Shareholders over the
medium-term.
Informa's interest in acquiring the shares of
Ascential was unsolicited. The Ascential Board has a fiduciary duty
to Ascential Shareholders, and to all stakeholders, to fully assess
any proposal regarding a potential offer to acquire Ascential. The
Ascential Board concluded that Informa's initial proposals did not
reflect an appropriate valuation for Ascential and its future
prospects. Following further approaches by Informa, the most recent
proposal reached a level of 568 pence per Ascential Share in cash.
Following significant detailed analysis and careful review, the
Ascential Board concluded that this proposal from Informa was at an
acceptable level for the Ascential Board to recommend to its
shareholders.
In considering the financial terms of the Offer
and determining whether the Offer reflected an appropriate
valuation of Ascential and its future prospects, the Ascential
Board has taken into account a number of factors including that the
Offer represents:
·
a level of certainty and acceleration of delivering value to
Ascential Shareholders weighed against the Ascential Board's
internal valuation of the business net of inherent business
execution risks underpinning the delivery of future
value;
·
an immediate and significant premium to the current share
price, reflective of the significant premium value inherent in
Ascential, whilst also providing shareholders with certainty of
value in cash;
·
a premium of 53 per cent. to the Closing Price of 371 pence
per Ascential Share on 22 July 2024 (being the last trading day
before the commencement of the Offer Period);
·
a premium of 61 per cent. to the thirty day volume
weighted average price of 352 pence per Ascential Share to 22 July
2024 (being the last trading day before the commencement of the
Offer Period); and
·
a premium of 67 per cent. to the sixty day volume weighted
average price of 340 pence per Ascential Share to 22 July 2024
(being the last trading day before the commencement of the Offer
Period).
The Ascential Board also recognises that the
combination of the Offer and £759 million of value returned via
tender offer, special dividend and share repurchases in 2024
aggregates in total to £2.0 billion in value returned to Ascential
Shareholders, which is 2.1x greater than the market capitalisation
of Ascential at close of business on 24 January 2023, the day prior
to the announcement of the conclusions of its strategic
review.
In considering the Offer, the Ascential
Board has taken into account Informa's stated intentions for
Ascential and its management, employees and other
stakeholders.
The Ascential Board recognises a significant
opportunity to create value by combining Ascential's two unique B2B
divisions, Lions and Money20/20, with Informa. As part of Informa's
platform, the Ascential Board believes the reach and impact of
Ascential's divisions can be accelerated. As a leading operator of
Live B2B Events globally, with more than 600 B2B brands in 20+
specialist sectors across more than 30 countries, Informa can
provide access to new sectors as well as an extensive network of
suppliers and relationships with venues, trade associations, local
authorities and governments across the world.
Following careful consideration of the
financial terms of the Offer, the combination of value and
certainty that the terms of the Offer provide to Ascential
Shareholders, and the above factors, the Ascential Directors intend
to recommend unanimously the Offer to Ascential
Shareholders.
6.
Information relating to Ascential
Ascential takes the world's leading brands to
the heart of what's next for their industries. Ascential does this
through its events, intelligence products and advisory services.
Ascential's 700 people serve a global customer base from more than
100 countries in the large and growing Marketing and Financial
Technology sectors.
Ascential intends to publish its interim
results for the six months ended 30 June 2024 shortly, highlights
of which are as follows:
·
Ascential's performance for the six months ended 30 June 2024
has been strong with revenue of approximately £158 million and 15
per cent. organic growth in comparison to the same period last year
(HY 2023: £136.1 million);
·
both the Marketing and Financial Technology segments achieved
double digit revenue growth;
· 15
per cent. revenue growth in the Marketing segment was driven by an
over 10 per cent. increase in delegate volumes while sponsorship
customer numbers were more than 20 per cent. higher;
·
revenue in the Financial Technology segment grew by 14 per
cent. with the first half seeing the successful launch of
Money20/20 Asia which delivered over £6 million in revenue,
attracting over 3,000 attendees;
·
Ascential maintains a strong balance sheet with a net cash
position of approximately £19 million as at 30 June 2024;
and
·
given the normal balance between first and second half
trading and in light of the strong performance for the first half
of 2024 and visibility into the second half of 2024, Ascential
expects to report constant currency revenue growth rates for the
full year to 31 December 2024 towards the top-end of its
medium-term growth targets, driven by momentum in the Marketing
segment in particular.
7.
Strategic plans, directors, management, employees, pensions,
research and development and locations
Informa's
strategic plans for Ascential
Informa recognises that Lions and
Money20/20 are market-leading, global, events-led
platforms with premium brands in structurally
attractive sectors. Informa believes it is
uniquely placed to provide a global platform and
operations for Ascential's divisions to continue their strong
growth trajectory. Informa has a strong track record
of creating, nurturing and growing major B2B event brands, having
built a portfolio of 600+ brands across 20+ sectors over the last
15 years. Informa's intention is to provide the
platform, capabilities, investment and support to nurture and
further develop Ascential's brands.
As set out further below, Informa
intends for Ascential's teams to continue to focus on growth and
expansion, with access to Informa's international network and with
all the additional support,
investment and professional opportunities that come with being part
of a broader operating platform.
Informa notes the three
core components within the Lions platform. Firstly, Cannes Lions is
a must-attend, global event celebrating creativity and sitting at
the heart of the Marketing industry. Cannes Lions uniquely delivers
benchmark awards for creativity and generates delegate and
sponsorship revenues in addition to award entry revenues. Secondly,
the relationships and first party data that Lions has accumulated
over its 70 year festival history have allowed it to develop new
products that offer valuable data, analytics and insights to
customers on a subscription basis. Thirdly, Lions provides
tailored, strategic advisory services that transform their
customers' businesses in the creative marketing and effectiveness
space, while deepening their relationships with the brand.
Informa intends to make Lions the centre-piece of a new
business, Informa Festivals, designed to showcase the value of
experience-led, festival brands - a fast growing area in the B2B
events space.
Informa sees exciting opportunities for
Money20/20 to benefit from its complementary activities in the
sector and its international infrastructure, by, for example,
helping extend Money20/20 into the Middle East and Africa, where
there is currently rapid growth and significant investment in
financial technology, particularly around payments. There is a
clear opportunity to create a more dynamic, international franchise
with opportunities for cross-promotion of other events and
services, powered by the access Informa can provide to new markets
and fast growth economies.
In addition, Informa believes all of
Ascential's businesses will benefit from access to IIRIS (a
centralised First Party Data and Analytics Platform for collecting,
collating, managing B2B customer data arising through event
registration, face-to-face activity, digital content and online
activity) and Informa's broader digital expertise, as well as the
combined group's ability to invest at scale in similar growth
initiatives.
Informa's ability to amortise
operating costs across a much broader revenue base is expected to
deliver efficiencies in areas such as technology platforms,
licensing, procurement and other shared operations. Informa expects
that the integration of Ascential could deliver cost savings of
c.£12 million for the period of 12 months from the Effective Date.
These savings are expected to be realised across a number of areas,
including efficiencies in PLC and other duplicative central costs,
technology platforms/licencing and procurement, both centrally and
in B2B event operations. More than half of these savings are
expected to relate to headcount reductions (approximately 6-8 per
cent. of the Ascential workforce) and are expected to be focused on
group/head office roles and central services roles, primarily
driven by duplication of roles and the reduction of corporate
roles.
Colleagues and
management
Colleagues sit at the heart of both
Informa and Ascential, with the growth and value of both businesses
wholly dependent on the skills, experience and commitment of
colleagues around the world. Therefore, Informa is putting
significant focus on ensuring the combination of Ascential into
Informa is managed effectively, minimizing disruption and providing
all colleagues with as much clarity and certainty as
possible.
Informa is a company where people
and culture are embedded within business strategy and much
importance is placed on colleagues feeling supported and developing
rewarding careers. Internal mobility and professional development
are priorities, and the breadth and international reach of
Informa's business will create many new opportunities for Ascential
colleagues.
Ascential's brands will become an
integral part of Informa's events business and Informa intends that
the Lions and Money20/20 businesses will operate within the Informa
Connect operating division.
Following the Effective Date,
Informa intends to undertake a six-month period called "The
Discovery Period" to allow colleagues from both businesses to get
to know each other better, to plan how best to combine and see
where the best growth opportunities lie. This will provide everyone
with a period of certainty and security, with time to reflect,
whilst continuing to work for customers and deliver the targets
that have been set for the enlarged Informa Group.
Informa also confirms that,
following the Effective Date, it will review the terms, conditions
and benefits arrangements that apply to Ascential colleagues.
However, for 12 months following the Effective Date, Informa has
agreed that the value of Ascential colleagues' compensation
arrangements will be no less favourable than at the Effective Date,
that existing enhanced redundancy terms will be maintained, and
that Informa will safeguard the statutory rights of Ascential
colleagues and recognise their continuous service.
In relation to those colleagues who
work in group/ head office roles and other central services roles,
Informa intends to make workforce changes, including headcount
reductions. Any workforce changes will be subject to comprehensive
planning and engagement with affected colleagues and their
representatives, including as required by applicable law. Wherever
possible, any headcount reductions will be realised through
redeployment opportunities, voluntary redundancies and/or natural
attrition. If there are any headcount reductions during the
Discovery Period, any affected Ascential colleagues will continue
to receive their salary and benefits up to the end of the Discovery
Period, in addition to any severance package they may be entitled
to.
Save as set out above, Informa does not intend
to make material headcount reductions.
It is intended that, with effect from the
Effective Date, each of the non-executive directors of Ascential
shall resign from their office and be paid in lieu of their notice
periods.
Informa intends to put in place appropriate
incentive arrangements for certain members of the Ascential
management following the Effective Date. Informa has not entered
into, nor had any discussions on the terms, content, scope or form
of its proposals in relation to any such incentive arrangements but
intends to have discussions with certain members of Ascential
management prior to the Effective Date.
It is not anticipated that the Offer will have
any impact on the terms and conditions of employment
for the employees of the Informa Group, or the balance of the
skills and functions of the employees and management of the Informa
Group following the Effective Date or on the location
of its business including its headquarters.
Pensions
Informa does not intend to change
defined contribution pension rates or member admission/ eligibility
criteria. Ascential does not operate a defined benefit pension
scheme.
Headquarters, locations,
fixed assets and research and development
Ascential's head office and head
office functions, including its PLC headquarters are located in
High Holborn in London and it also has offices in New York and
Singapore. Following the Effective Date, Informa intends to carry
out a review in the 12 month period following the Effective Date of
all Ascential's office locations to work out the best way Ascential
colleagues can collaborate with Informa colleagues and maximise the
benefits of working alongside each other, including by combining
offices. Informa intends there will be a reduction in the number of
offices globally as a result of this review, however Informa does
not currently have any intentions in relation to specific Ascential
office locations.
Ascential does not currently have a
research and development function and Informa does not have any
intentions in this regard. Informa has no intention to redeploy the
fixed assets of Ascential.
Trading
Facilities
Ascential Shares are currently
listed on the Official List and admitted to trading on the London
Stock Exchange. As set out in paragraph 12, applications will be
made for the cancellation of the listing of Ascential Shares on the
Official List and the cancellation of trading of Ascential Shares
on the London Stock Exchange, and steps will be taken to
re-register Ascential as a private limited company.
None of the statements in this
paragraph 7 are "post-offer undertakings" for the purposes of Rule
19.5 of the Takeover Code.
8.
Ascential Share Plans
Participants in the Ascential Share Plans will
be contacted regarding the effect of the Offer on their options and
awards under the Ascential Share Plans and appropriate proposals,
which reflect their options and awards under the Ascential Share
Plans, will be made to such participants in due course. Details of
the impact of the Scheme on each of the Ascential Share Plans and
the proposals will be set out in the Scheme Document and in
separate letters to be sent to participants in the Ascential Share
Plans.
9.
Financing
The Cash Consideration payable by Informa
pursuant to the Offer will be funded by a dedicated Offer finance
facility of up to £1.25 billion provided by Morgan Stanley Bank,
N.A. pursuant to the terms of the Facility Agreement.
Morgan Stanley, as financial adviser to
Informa, is satisfied that sufficient resources are available to
Informa to enable it to satisfy in full the Cash Consideration
payable under the terms of the Offer.
Further information on the financing of the
Offer will be set out in the Scheme Document.
10.
Offer-related arrangements
Confidentiality
Agreement
On 17 July 2024, Informa and
Ascential entered into a confidentiality agreement (the
"Confidentiality
Agreement") in connection with the Offer, pursuant to which,
amongst other things, Informa has undertaken to keep confidential
information relating to Ascential and/or to the Offer and not to
disclose it to third parties (with certain exceptions). These
confidentiality obligations will remain in force until the earlier
of (i) 24 months from the date of the Confidentiality Agreement;
and (ii) the date of completion of the Offer, except where
expressly provided otherwise in the terms of the Confidentiality
Agreement.
The Confidentiality Agreement also contains
undertakings from Informa that, for a period of 12
months from the date of the Confidentiality Agreement, Informa and
its affiliates shall not solicit or endeavour to entice away
certain employees of Ascential or the Ascential Group.
The Confidentiality Agreement also contains
standstill provisions which restricted Informa from
acquiring or offering to acquire interests in the securities of
Ascential, with those restrictions ceasing to apply upon the
release of this Announcement.
Clean Team Agreement
On 24 July 2024, Informa and
Ascential entered into a clean team agreement which sets out, among
other things, how confidential information that is competitively
sensitive can be disclosed, used or shared between Informa's clean
team individuals and/or external advisers retained by Informa and
Ascential's clean team individuals and/or external advisers
retained by Ascential.
Co-operation Agreement
On 24 July 2024, Informa and Ascential entered
into a co-operation agreement ("Co-operation Agreement") in
relation to the Offer. Pursuant to the Co-operation Agreement,
amongst other things:
·
Informa has agreed to use all reasonable endeavours to
obtain the regulatory clearances and authorisations
necessary to satisfy the Conditions set out in
paragraph 3(a) to 3(d) of Part A of Appendix 1 to this
Announcement as soon as is reasonably practicable and in any event
in sufficient time to enable the Effective Date to occur prior to
the Long Stop Date;
·
the parties have agreed to (i) certain provisions that shall
apply with respect to the Ascential Share Plans, its other
incentive arrangements and other employee-related matters (further
details of which will be provided in the Scheme Document); and (ii)
certain provisions if the Offer should switch to a Takeover Offer;
and
·
Informa has also agreed to provide Ascential with certain
information for the purposes of the Scheme Document and to
otherwise assist with the preparation of the Scheme
Document.
The Co-operation Agreement shall terminate in
certain customary circumstances, including but not limited
to:
·
if agreed in writing between Informa and
Ascential;
·
upon written notice served by Informa to Ascential if the
Ascential Director's recommendation in respect of the Offer changes
in a manner that is adverse in the context of the Offer;
·
upon written notice by either Informa or
Ascential to the other if: (i) prior to the Long Stop Date, a third
party offer for Ascential becomes effective or is declared or
becomes unconditional; (ii) if the Offer (whether implemented by
way of the Scheme or the Takeover Offer) is withdrawn, terminates
or lapses in accordance with its terms and (where required) with
the permission of the Panel, unless such lapse or withdrawal: (a)
is as a result of a switch to a Takeover Offer; or (b) is to be
followed promptly by a firm intention announcement (under Rule 2.7
of the Takeover Code) made by Informa or any person acting in
concert with Informa to implement the Offer by a different offer or
scheme on substantially the same or improved terms, and such
announcement is made within 5 Business Days of such lapse or
withdrawal; (iii) prior to the Long Stop Date: (a) any
Condition which has not been waived is (or has become) incapable of
satisfaction by the Long Stop Date and, notwithstanding that it has
the right to waive such Condition, Informa has stated in writing
that it shall not do so; or (b) any Condition which is incapable of
waiver is (or has become) incapable of satisfaction by the Long
Stop Date, in each case in circumstances where the invocation of
the relevant Condition is permitted by the Panel; (iv) if the
Scheme is not approved at the Court Meeting, the Ascential
Resolutions are not passed at the General Meeting or the Court
refuses to sanction the Scheme; or (v) unless otherwise agreed by
the parties in writing or required by the Panel, the Effective Date
has not occurred by the Long Stop Date; and
·
on the Effective Date.
11. Structure
of the Offer
Structure
It is intended that the Offer will be
implemented by means of a Court-approved scheme of arrangement
between Ascential and the Scheme Shareholders under Part 26 of the
Companies Act. Informa reserves the right to elect to effect the
Offer by way of a Takeover Offer (subject to the consent of the
Panel (where necessary) and the terms of the Co-operation
Agreement).
The purpose of the Scheme is to provide for
Informa (and/or one of its wholly-owned subsidiaries) to become the
holders of the entire issued and to be issued ordinary share
capital of Ascential. This is to be achieved by the transfer of the
Scheme Shares to Informa (and/or one of its wholly-owned
subsidiaries), in consideration for which Scheme Shareholders will
receive the Cash Consideration on the basis set out in paragraph 2
of this Announcement. Informa reserves the right to elect that some
or all of the Scheme Shares are acquired by a wholly-owned
subsidiary of Informa.
The Cash Consideration payable under the terms
of the Offer will be despatched to Ascential Shareholders within 14
days of the Effective Date.
Conditions to
the Offer
The Offer is subject to the Conditions, certain
further terms referred to in Appendix 1
to this Announcement and the full terms and conditions to be
set out in the Scheme Document, and shall only become Effective if,
among other things, the following events occur on or before the
Long Stop Date:
·
a resolution to approve the Scheme is passed by a majority in
number of the Scheme Shareholders present and voting (and entitled
to vote) at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
voted by those Scheme Shareholders;
·
the Ascential Resolution(s) required to implement the Offer
are duly passed by Ascential Shareholders at the General Meeting
(which will require approval of Ascential Shareholders representing
at least 75 per cent. of the votes validly cast at such General
Meeting, either in person or by proxy);
·
following the Court Meeting and the General Meeting, the
Scheme is sanctioned by the Court (without modification, or with
modification on terms agreed by Informa and Ascential);
and
·
following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraph
2 of Part A of
Appendix 1 to this Announcement provide that the
Scheme will lapse if:
·
the Court Meeting and the General Meeting are not held on or
before the 22nd day after the expected date of such
meetings to be set out in the Scheme Document in due course (or
such later date, if any, (a) as Informa and Ascential may agree or
(b) (in a competitive situation) as may be specified by Informa
with the consent of the Panel, and in each case that (if so
required) the Court may allow);
·
the Court hearing to sanction the Scheme is not held on or
before the 22nd day after the expected date of such
hearing to be set out in the Scheme Document in due course (or such
later date, if any, (a) as Informa and Ascential may agree or (b)
(in a competitive situation) as may be specified by Informa with
the consent of the Panel, and in each case that (if so required)
the Court may allow); or
·
the Scheme does not become Effective on or before the Long
Stop Date (or such later date, if any, (a) as Informa and Ascential
may agree or (b) (in a competitive situation) as may be specified
by Informa with the consent of the Panel, and in each case that (if
so required) the Court may allow).
The Offer will also be conditional upon the
expiration or termination of the applicable waiting period under
the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
amended).
Effect of the
Scheme and publication of the Scheme Document
Subject to the satisfaction (or, where
applicable, waiver) of the Conditions and the further terms set out
in Appendix 1 to this Announcement, the
Scheme is expected to become Effective in Q4 2024.
Upon the Scheme becoming Effective: (i) it will
be binding on all Scheme Shareholders, irrespective of whether or
not they attended or voted at the Court Meeting or the General
Meeting (and if they attended and voted, whether or not they voted
in favour); and (ii) entitlements to Ascential Shares held within
the CREST system will be cancelled; and (iii) share certificates in
respect of Ascential Shares will cease to be valid. Ascential
Shareholders shall be required to return share certificates to
Ascential or destroy them following the Effective Date.
Any Ascential Shares issued before the Scheme
Record Time will be subject to the terms of the Scheme and any
Ascential Shares issued following the Scheme Record Time will be
transferred to Informa (or as it may direct) in exchange for the
same consideration as would be due under the Scheme (in each case,
subject to the Scheme becoming Effective in accordance with its
terms). The Ascential Resolution(s) at the General Meeting will,
amongst other matters, provide that the Ascential Articles be
amended to incorporate provisions requiring any Ascential Shares
issued after the Scheme Record Time (other than to Informa and/or
its nominees) to be automatically transferred to Informa (and,
where applicable, for the Cash Consideration to be paid to the
original recipient of the Ascential Shares so issued) on the same
terms as the Offer (other than terms as to timings and
formalities). The provisions of the Ascential Articles (as amended)
will avoid any person (other than Informa and its nominees) holding
shares in the capital of Ascential after the Effective
Date.
Further details of the Scheme, including
expected times and dates for each of the Court Meeting, the General
Meeting and the Sanction Hearing, together with notices of the
Court Meeting and General Meeting, will be set out in the Scheme
Document. The Scheme Document, together with the associated Forms
of Proxy, will be made available to Ascential Shareholders as soon
as reasonably practicable, and in any event within 28 days of this
Announcement (or such later time as Informa, Ascential and the
Panel agree and, if required, the Court may approve). The General
Meeting is expected to be held immediately after the Court
Meeting.
The Scheme will be governed by English law and
is subject to the jurisdiction of the Court. The Scheme will also
be subject to the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the Financial Conduct Authority
and the Listing Rules.
12.
De-listing and re-registration
Prior to the Scheme becoming Effective, it is
intended that applications will be made to the London Stock
Exchange to cancel trading in Ascential Shares on its main market
for listed securities and to the FCA to cancel the listing of the
Ascential Shares from the premium segment of the Official List (or
the segment of the Official List for ESCCs, if applicable at the
time of application), in each case with effect from or shortly
following the Effective Date. The last day of dealings in, and
registration of transfers of, Ascential Shares on the main market
of the London Stock Exchange is expected to be the Business Day
immediately prior to the Effective Date and no transfers will be
registered after 6.00 pm (London time) on that date.
It is also proposed that, following the
Effective Date and after its shares are delisted, Ascential will be
re-registered as a private limited company under the relevant
provisions of the Companies Act.
13.
Disclosure of interests in Ascential
As at the close of business on the Latest
Practicable Date, save for the irrevocable undertakings referred to
in paragraph 4 of this Announcement,
neither Informa, nor any of its directors, nor, so far as Informa
is aware, any person acting in concert (within the meaning of the
Takeover Code) with any of them for the purposes of the Offer
had:
(i) any
interest in or right to subscribe for any relevant securities of
Ascential;
(ii)
any short positions in respect of relevant securities of Ascential
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery;
(iii)
borrowed or lent any relevant securities of Ascential (including,
for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save
for any borrowed relevant securities of Ascential which had been
either on-lent or sold; or
(iv)
entered into any dealing arrangement of the kind referred to in
Note 11 on the definition of acting in concert in the Takeover
Code.
"Interests in
securities" for these purposes arise, in summary, when a
person has long economic exposure, whether absolute or conditional,
to changes in the price of securities (and a person who only has a
short position in securities is not treated as interested in those
securities). In particular, a person will be treated as having an
'interest' by virtue of the ownership, voting rights or control of
securities, or by virtue of any agreement to purchase, option in
respect of, or derivative referenced to, securities.
It has not been possible for Informa to make
enquiries of all of its concert parties in advance of the release
of this Announcement. Therefore, if Informa becomes aware,
following the making of such enquiries, that any of its concert
parties have any interests in relevant securities of Ascential, all
relevant details in respect of Informa's concert parties will be
included in the Opening Position Disclosure in accordance with Rule
8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code which must
be made on or before 12 noon (London time) on 6 August
2024.
14.
General
Informa reserves the right to elect (with the
consent of the Panel and subject to the terms of the Co-operation
Agreement) to implement the Offer by way of a Takeover Offer for
the entire issued and to be issued ordinary share capital of
Ascential as an alternative to the Scheme. In such event, the Offer
will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to
appropriate amendments to reflect, among other things, the change
in method effecting the Offer (including, without limitation)
inclusion of an acceptance condition set at 90 per cent. of the
Ascential Shares (or such lesser percentage as Informa may decide
after, to the extent necessary, consultation with the Panel, being
in any case more than 50 per cent. of the Ascential Shares), the
inclusion of a long-stop date on which the Takeover Offer will
cease to proceed, will lapse or will be withdrawn in certain
circumstances, and those amendments required by, or deemed
appropriate by, Informa under applicable law.
The Offer will be subject to the Conditions and
further terms set out in Appendix 1 to
this Announcement and the full terms and conditions to be set out
in the Scheme Document in due course. The sources and bases of
certain financial information contained in this Announcement are
set out in Appendix 2 to this
Announcement. A summary of the irrevocable undertakings given in
relation to the Offer is contained in Appendix 3 to this
Announcement. Certain terms used in this Announcement are defined
in Appendix 4 to this
Announcement.
Morgan Stanley, BofA Securities, Goldman Sachs
and Deutsche Numis have each given and not withdrawn
their consent to the inclusion in this Announcement of the
references to their names in the form and context in which they
appear.
This Announcement does not constitute an offer
or an invitation to purchase or subscribe for any securities. Such
offer will be contained in the Scheme Document. Ascential
Shareholders are advised to read carefully the Scheme Document and
associated Forms of Proxy once they have been
dispatched.
The availability of the Offer to Ascential
Shareholders who are not resident in and citizens of the United
Kingdom may be affected by the laws of the relevant jurisdictions
in which they are located or of which they are citizens. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Ascential Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
15. Documents
available on website
Copies of the following documents will be made
available on Informa's and Ascential's websites at
https://informa.com/investors/informaandascential and
https://www.ascential.com/Recommended-Offer-for-Ascential-by-Informa
respectively by no later than noon on the Business Day following
this Announcement and until the end of the Offer:
·
this Announcement;
·
the irrevocable undertakings referred to in paragraph
4 of this Announcement and summarised in
Appendix 3 to this Announcement;
·
the documents relating to the financing of the Offer referred
to in paragraph 9 of this
Announcement;
·
the Confidentiality Agreement referred to in paragraph
10 of this Announcement;
·
the Co-operation Agreement referred to in paragraph
10 of this Announcement;
·
the Clean Team Agreement referred to in paragraph
10 of this Announcement; and
·
the written consent letter from each of Morgan Stanley, BofA
Securities and Goldman Sachs as referred to in paragraph
14 of this Announcement.
The contents of the websites referred to in
this Announcement and any websites accessible from hyperlinks on
these websites are not incorporated into and do not form part of
this Announcement.
Enquiries:
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 & 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
|
|
|
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 (Joint Financial Adviser
to Ascential)
|
+44 (0) 20 7774
1000
|
Anthony
Gutman
|
|
Nick Harper
|
|
Alex Garner
|
|
Nuno Santos
|
|
|
|
Deutsche Numis (Joint Corporate Broker
to Ascential)
|
+44 (0)20 7260
1000
|
Nick
Westlake
|
|
Stuart Ord
|
|
Jamie
Loughborough
|
|
|
|
FTI Consulting LLP (Communications
adviser to Ascential)
|
+44 (0)20 3727
1000
|
Jamie
Ricketts
|
|
Matt Dixon
|
|
|
|
Clifford Chance LLP is acting as legal adviser
to Informa.
Slaughter and May is acting as legal adviser to
Ascential.
Important notices about financial
advisers
Morgan
Stanley & Co. International plc ("Morgan Stanley") which is authorised by
the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the UK
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.
Merrill Lynch
International ("BofA
Securities"), which is authorised by the Prudential
Regulatory Authority and regulated by the Financial Conduct
Authority and the Prudential Regulatory Authority in the United
Kingdom, is acting exclusively for Ascential and for no one else in
connection with the Offer 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
International ("Goldman
Sachs"), 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 Ascential and no one else in connection with the
Offer 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.
Numis
Securities Limited (trading as "Deutsche Numis"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority), is acting exclusively for Ascential as 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.
Inside Information
This
Announcement contains inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement via a Regulatory Information
Service, this inside information will be considered to be in the
public domain.
The person
responsible for making this Announcement on behalf of Ascential is
Naomi Howden (Company Secretary). The person responsible for making
this Announcement on behalf of Informa is Rupert Hopley (Company
Secretary).
Further Information
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
an invitation to purchase any securities; a solicitation of an
offer to buy, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities pursuant to the Offer otherwise; or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or
exchange is unlawful. The Offer will be made solely by means of the
Scheme Document (or, if the Offer is implemented by way of a
Takeover Offer, the offer document) which, together with any
related forms of proxy, will contain the full terms and conditions
of the Offer, including details of how to vote in respect of the
Scheme. Any decision in respect of, or other response to, the Offer
should be made only on the basis of the information contained in
the Scheme Document (or, if the Offer is implemented by way of a
Takeover Offer, the offer document).
Ascential
will prepare the Scheme Document to be distributed to Ascential
Shareholders. Ascential and Informa urge Ascential Shareholders to
read the Scheme Document (or any other document by which the Offer
is made) in full when it becomes available because it will contain
important information relating to the Offer, including details of
how to vote in respect of the Scheme.
The
statements contained in this Announcement are made as at the date
of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this Announcement since such
date.
This
Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release,
publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Offer to
Ascential Shareholders who are not resident in the United Kingdom,
may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this Announcement comes should inform
themselves about and observe such restrictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Ascential Shares with respect to the Scheme at the Court
meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document (or, if the Offer is
implemented by way of a Takeover Offer, the offer document). Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Unless
otherwise determined by Informa or required by the Takeover Code,
and permitted by applicable law and regulation, the Offer will not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction, and
persons receiving this Announcement and all documents relating to
the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from
such Restricted Jurisdiction. If the Offer is implemented by way of
Takeover Offer (unless otherwise permitted by applicable law or
regulation), the Takeover Offer may not be made, directly or
indirectly, in or into, or by use of mails or any other means or
instrumentality (including, without limitation, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
This
Announcement has been prepared in connection with proposals in
relation to a scheme of arrangement pursuant to and for the purpose
of complying with English law and the Takeover Code and 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 the United Kingdom. Nothing in
this Announcement should be relied on for any other
purpose.
The Offer
shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the Listing Rules.
Additional information for US
investors
The Offer
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. A transaction effected by means of a scheme of arrangement is
not subject to the tender offer or proxy solicitation rules under
the US Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
If, in the
future, Informa exercises its right to implement the Offer by way
of a Takeover Offer, which is to be made into the US,
such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act. Such a
Takeover Offer would be made in the US by Informa and no one
else.
In the event
that the Offer is implemented by way of Takeover Offer,
in accordance with, and to the extent permitted by,
the Takeover Code and normal UK market practice, Morgan Stanley and
their respective affiliates may continue to act as exempt principal
traders or exempt market makers in Ascential Shares on the London
Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual
practice and applicable law, as permitted by Rule 14e-5(b)(9) under
the US Exchange Act. In addition, Informa, its affiliates, their
advisers and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Ascential outside the Offer, such as in open market purchases or
privately negotiated purchases, during the period in which the
Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US and would comply with applicable law, including UK
laws and the US Exchange Act. Any such purchases by Informa or its
affiliates will not be made at prices higher than the price of the
Offer provided in this Announcement unless the price of the Offer
is increased accordingly. Any information about such purchases or
arrangements to purchase shall be disclosed as required under UK
laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com.
To the extent that such information is required to be
publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
It may be
difficult for US holders of Ascential Shares to enforce their
rights and any claim arising out of the US federal securities laws
in connection with the Offer, since Informa
and Ascential are located
in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Ascential Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
The financial
information included in this Announcement, or that may be included
in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US
("US GAAP"). US GAAP
differs in certain significant respects from accounting standards
applicable in the United Kingdom. None of the financial information
in this Announcement has been audited in accordance with auditing
standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United
States).
Neither the
Offer nor this Announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities approved or disapproved or
passed judgement upon the fairness or the merits of the Offer, or
determined if the information contained in this Announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the United States.
The receipt
of cash pursuant to the Offer by a US holder as consideration for
the transfer of its Ascential Shares pursuant to the Offer will
likely be a taxable transaction for US federal income tax purposes
and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Ascential
Shares is urged to consult
their independent legal, tax and financial advisers regarding the
tax consequences of the Offer applicable to them, including under
applicable US state and local, as well as overseas and other, tax
laws.
Forward-looking
statements
This
Announcement (including information incorporated by reference in
this Announcement), oral statements made regarding the Offer, and
other information published by Informa or Ascential may contain
statements about Informa and Ascential that are or may be deemed to
be forward looking statements. All statements other than statements
of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to",
"budget", "scheduled", "forecast" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Informa's or Ascential's operations and potential synergies
resulting from the Offer; and (iii) the effects of government
regulation on Informa's or Ascential's business.
Such forward
looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Informa and Ascential about future
events, and are therefore subject to risks and uncertainties that
could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw materials or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the timing and success of future offer
opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such
forward looking statements should therefore be construed in light
of such factors. Neither Informa nor Ascential, nor any of their
respective associates or directors, officers or advisers, provides
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. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements
attributable to any member of the Informa Group or the Ascential
Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
Informa and
Ascential expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
No
profit forecasts, profit estimates or quantified financial benefit
statements
No statement
in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for Ascential for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Ascential.
Disclosure requirements of the Takeover
Code
Under Rule
8.3(a) of the Takeover Code, any person who is interested in
1 per
cent. 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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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(s), 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 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.
Publication on website
A copy of
this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Informa's website at
https://informa.com/investors/informaandascential and Ascential's
website at
https://www.ascential.com/Recommended-Offer-for-Ascential-by-Informa
by no later than 12.00 noon
(London Time) on the Business Day following the publication of this
Announcement.
For the
avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated
into and do not form part of this Announcement.
Information relating to Ascential
Shareholders
Please be
aware that addresses, electronic addresses and certain other
information provided by Ascential Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ascential may be provided to Informa during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code.
Right to receive documents in hard copy
form
In accordance
with Rule 30.3 of the Takeover Code, Ascential Shareholders,
participants in the Ascential Share Plans and persons with
information rights may request a hard copy of this Announcement,
free of charge, by contacting Ascential's registrars, Equiniti,
during business hours on +44 (0) 371 384 2848, or by submitting a
request in writing to Equiniti, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA, United Kingdom. If calling from
outside of the UK, please ensure the country code is used. For
persons who receive a copy of this Announcement in electronic form
or via a website notification, a hard copy of this Announcement
will not be sent unless so requested. Such persons may also request
that all future documents, announcements and information in
relation to the Offer are sent to them in hard copy form. Please
note that Equiniti cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
Rounding
Certain
figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
General
If you are in
any doubt about the contents of this Announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.
Class 2 transaction
The Offer
constitutes a Class 2 transaction for Informa for the purposes of
the Listing Rules. For the purposes of LR 10.4.1 R (Notification of
Class 2 transactions), the gross assets and profit before tax of
Ascential for FY2023 were £1,606.3
million and £10.6 million respectively.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE OFFER
Part A: CONDITIONS TO THE SCHEME AND THE
OFFER
Long Stop
Date
1. The Offer
will be conditional upon the Scheme becoming unconditional and
becoming Effective, subject to the Takeover Code, by not later than
the Long Stop Date.
Scheme
approval Conditions
2. The Scheme
will be subject to the following Conditions:
(a)
(i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote),
either in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required (or any adjournment
thereof), and who represent not less than 75 per cent. in value of
the Scheme Shares voted by those Scheme Shareholders; and (ii) such
Court Meeting and any such separate class meeting (or any
adjournment thereof) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date, if any, (a) as Informa
and Ascential may agree or (b) (in a competitive situation) as may
be specified by Informa with the consent of the Panel, and in each
case that (if so required) the Court may allow);
(b)
(i) the Ascential Resolution(s) being duly passed by the requisite
majority or majorities of Ascential Shareholders at the General
Meeting (or any adjournment thereof); and (ii) such General Meeting
being held on or before the 22nd day after the expected date of
such meeting to be set out in the Scheme Document in due course (or
such later date, if any, (a) as Informa and Ascential may agree or
(b) (in a competitive situation) as may be specified by Informa
with the consent of the Panel, and in each case that (if so
required) the Court may allow);
(c)
(i) the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being on terms
acceptable to Ascential and Informa); and (ii) Court hearing to
sanction the Scheme being held on or before the 22nd day after the
expected date of such hearing to be set out in the Scheme Document
in due course (or such later date, if any, (a) as Informa and
Ascential may agree or (b) (in a competitive situation) as may be
specified by Informa with the consent of the Panel, and in each
case that (if so required) the Court may allow); and
(d) the
delivery of a copy of the Court Order to the Registrar of
Companies.
General
Conditions
3. In
addition, subject as stated in Part B of this Appendix 1, and to
the requirements of the Panel, Informa and Ascential have agreed
that the Offer will be conditional upon the following Conditions
and, accordingly, the necessary actions to make the Scheme
Effective will not be taken unless the following Conditions (as
amended if appropriate) have been satisfied or, where relevant,
waived:
Antitrust
United States
(a)
all required filings having been made under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended)
and the rules and regulations made thereunder and all applicable
waiting periods, and any extensions thereof, made thereunder
relating to the Offer have expired, lapsed or been
terminated;
Other third
party clearances
(b)
other than in respect of or in connection with the Condition set
out in paragraph 3(a), no Third Party
having given notice of a decision to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or
reference (and in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice (and in
each case, not having withdrawn the same) and there not continuing
to be outstanding any statute, regulation, decision or order which
would or might reasonably be expected to:
(i) require,
prevent or materially delay the divestiture or alter the terms
envisaged for such divestiture by any member of the Wider Informa
Group or by any member of the Wider Ascential Group of all or any
part of its businesses, assets or property (including, shares or
other securities (or equivalent)) or impose any limitation on the
ability of all or any of them to conduct their businesses (or any
part thereof) or to own, control or manage any of their assets or
properties (or any part thereof) to an extent which is material in
the context of the Wider Informa Group or the Wider Ascential
Group, in either case taken as a whole;
(ii)
require any member of the Wider Informa Group or the Wider
Ascential Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Ascential Group or the Wider Informa Group or any asset owned
by any third party (other than in the implementation of the Offer,
or, if applicable, pursuant to sections 974 to 991 of the Companies
Act), which is material in the context of the Wider Informa Group
or the Wider Ascential Group, in either case taken as a
whole;
(iii)
impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider Informa Group directly
or indirectly to acquire, hold or to exercise effectively all or
any rights of ownership in respect of shares or other securities
in, or to exercise voting or management control over, any member of
the Wider Ascential Group;
(iv)
otherwise materially adversely affect any or all of the business,
assets, profits, or prospects of the Wider Ascential Group and the
Wider Informa Group taken as a whole;
(v)
result in any member of the Wider Ascential Group or any member of
the Wider Informa Group ceasing to be able to carry on business
under any name under which it presently carries on business, to an
extent which is material in the context of the Wider Informa Group
or the Wider Ascential Group, in either case taken as a
whole;
(vi) make
the Offer or its implementation void, unenforceable and/or illegal
under the laws of any relevant jurisdiction, or otherwise, directly
or indirectly prevent or prohibit, restrict, restrain, or
materially delay or materially interfere with the implementation
of, or impose material additional conditions or obligations with
respect to, or otherwise materially challenge, impede or interfere
with, or require material amendment of the Offer;
(vii) impose any
material limitation on or result in any material delay in the
ability of any member of the Wider Informa Group or any member of
the Wider Ascential Group to conduct, integrate or co-ordinate all
or any part of its business with all or any part of the business of
any other member of the Wider Informa Group and/or the Wider
Ascential Group in a manner which is materially adverse in the
context of the Wider Informa Group or Wider Ascential Group, in
either case taken as a whole,
and all applicable waiting and other time
periods (including any extensions thereof) during which any such
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Offer or otherwise intervene having expired,
lapsed or been terminated;
(c)
other than in respect of or in connection with the Condition set
out in paragraph 3(a), all filings,
applications and/or notifications which are necessary in connection
with the Offer having been made and all relevant waiting periods
and other time periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Offer or the carrying on by
any member of the Wider Ascential Group of a material part of its
business;
(d)
other than in respect of or in connection with the Condition
set out in paragraph 3(a), all necessary
Authorisations for the proposed Offer to acquire any shares or
other securities in, or control of, Ascential by any member of the
Wider Informa Group having been obtained on terms reasonably
satisfactory to Informa from all necessary Third Parties, and all
such Authorisations, together with all Authorisations which are
necessary or appropriate to carry on the business of any member of
the Wider Ascential Group that is material in the context of the
Wider Ascential Group, remaining in full force and effect and all
filings necessary for such purpose have been made and there being
no notice or intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same at the time at
which the Offer becomes otherwise unconditional and all necessary
statutory or regulatory obligations in any jurisdiction having been
complied with;
Certain
matters arising as a result of any arrangement, agreement,
etc.
(e)
except as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to
which any member of the Wider Ascential Group is a party or by or
to which any such member or any of its assets is or may be bound,
entitled or be subject or any event or circumstance which, as a
consequence of the Offer or because of a change in the control or
management of any member of the Wider Ascential Group or otherwise,
would reasonably be expected to result in, in each case to an
extent which is material in the context of the Wider Ascential
Group as a whole:
(i) any
monies borrowed by, or any other indebtedness or liabilities,
actual or contingent, of, or any grant available to, any member of
the Wider Ascential Group being or becoming repayable, or capable
of being declared repayable, immediately or prior to its or their
stated maturity date or repayment date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn
or inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii)
the rights, liabilities, obligations, interests or business of any
member of the Wider Ascential Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or
business of any member of the Wider Ascential Group in or with any
other person or body or firm or company (or any agreement or
arrangement relating to any such interests or business) being or
becoming capable of being terminated, or adversely modified or
affected or any onerous obligation or liability arising or any
action being taken thereunder;
(iii) any
member of the Wider Ascential Group ceasing to be able to carry on
business under any name under which it presently carries on
business, to an extent which is material in the context of the
Wider Ascential Group taken as a whole;
(iv) any
assets or interests of any member of the Wider Ascential Group
being or failing to be disposed of or charged or ceasing to be
available to any such member or any right arising under which any
such asset or interest could be required to be disposed of or
charged or could cease to be available to any member of the Wider
Ascential Group otherwise than in the ordinary course of
business;
(v)
the creation, save in the ordinary and usual course of business, or
enforcement of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any
member of the Wider Ascential Group or any such mortgage, charge or
other security interest (whenever created, arising or having
arisen), becoming enforceable;
(vi) the
business, assets, profits, value of, or the financial or trading
position or prospects of, any member of the Wider Ascential Group
being prejudiced or adversely affected;
(vii) the
creation or acceleration of any liability (actual or contingent) by
any member of the Wider Ascential Group, other than trade creditors
or other liabilities incurred in the ordinary course of
business;
(viii) any liability of
any member of the Wider Ascential Group to make any severance,
termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business or as
permitted or countenanced by the Co-operation Agreement;
or
(ix) any
requirement of any member of the Wider Ascential Group to acquire,
subscribe, pay up or repay any shares or other securities (or the
equivalent),
and, no event having occurred which, under any
provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
Wider Ascential Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or would
reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions 3(e)(i) to
3(e)(ix), in each case to an extent or in
a manner which is material in the context of the Wider Ascential
Group taken as a whole;
Certain events
occurring since 31 December 2023
(f)
except as Disclosed, no member of the Wider Ascential Group having
since 31 December 2023:
(i) save as
between Ascential and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries and save for the issue of Ascential
Shares on the exercise of options and the vesting of awards under
the Ascential Share Plans, issued or agreed to issue or authorised
or proposed or announced its intention to authorise or propose the
issue, of additional shares of any class, or securities or
securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or
agreed to transfer or sell or authorised or proposed the transfer
or sale of Ascential Shares out of treasury;
(ii)
other than the Permitted Dividend (if any), recommended, declared,
paid or made or proposed or agreed to recommend, declare, pay or
make any bonus issue, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other
distributions whether payable in cash or otherwise) lawfully paid
or made by any wholly-owned subsidiary of Ascential to Ascential or
any of its wholly-owned subsidiaries;
(iii) other
than pursuant to the Offer (and except for transactions between
Ascential and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Ascential and transactions in the
ordinary course of business) implemented, effected, authorised or
proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or offer or disposal of assets or shares or loan
capital (or the equivalent thereof) in any undertaking or
undertakings, in each case to an extent which is material in the
context of the Wider Ascential Group taken as a whole;
(iv) except
for transactions between Ascential and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Ascential
and except for transactions in the ordinary course of business
disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in
any asset or authorised, proposed or announced any intention to do
so to an extent which, in each case, is material in the context of
the Wider Ascential Group taken as a whole;
(v)
except for transactions between Ascential and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Ascential
issued, authorised, made or proposed or announced an intention to
issue, authorise or make any change in or to the terms of any
debentures or loan capital or become subject to any contingent
liability or incurred or increased any indebtedness to an extent
which, in each case, is material in the context of the Wider
Ascential Group taken as a whole;
(vi)
entered into any licence or other disposal of intellectual property
rights of any member of the Wider Ascential Group, which are
material in the context of the Wider Ascential Group taken as a
whole and outside of the ordinary course of business;
(vii) entered
into or varied or authorised, proposed or announced its intention
to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of
business) which is of a long term, unusual or onerous nature or
magnitude or which is or which involves or could reasonably be
expected to involve an obligation of a nature or magnitude which in
any such case, is material in the context of the Ascential Group,
or which is or is reasonably expected to be materially restrictive
on the business of any member of the Wider Ascential Group to an
extent which, in each case, is material in the context of the Wider
Ascential Group taken as a whole;
(viii) entered into or
varied or authorised, proposed or announced its intention to enter
into or vary the terms of, or made any offer (which remains open
for acceptance) to enter into or vary the terms of any contract,
service agreement, commitment or arrangement with any director or
senior executive of any member of the Wider Ascential Group, except
for salary increases, bonuses or variations of terms in the
ordinary course;
(ix)
proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any employee of the
Wider Ascential Group, which, taken as a whole, are material in the
context of the Wider Ascential Group taken as a whole;
(x)
purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital, to an extent which is material in the context of the
Wider Ascential Group taken as a whole;
(xi)
waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the
Wider Ascential Group taken as a whole;
(xii) terminated
or varied the terms of any agreement or arrangement between any
member of the Wider Ascential Group and any other person in a
manner which would, or would reasonably be expected to, have a
material adverse effect on the financial position of the Wider
Ascential Group taken as a whole;
(xiii) made any
alteration to its memorandum or articles of association or other
incorporation documents (in each case, other than in connection
with the Offer);
(xiv) in relation to
any pension scheme or other retirement, leaving service or death
benefit arrangement established for any directors, former
directors, employees or former employees of any entity in the Wider
Ascential Group or their dependants and established by a member of
the Wider Ascential Group (a "Relevant Pension Plan"), except in
relation to changes made or agreed as a result of, or arising from,
changes to legislation, made or agreed or consented to any change
to:
(A) the
terms of the trust deeds and rules constituting any Relevant
Pension Plan;
(B) the
contributions payable to any Relevant Pension Plan or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the
basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined;
or
(D) the
basis upon which the liabilities (including pensions) of any
Relevant Pension Plan are funded, valued, made, agreed or consented
to,
where to do so has or is reasonably likely to
have a material impact on the Wider Ascential Group;
(xv) established
or proposed the establishment of any Relevant Pension Plan to the
extent which is material in the context of the Wider Ascential
Group taken as a whole, and other than as required in accordance
with applicable law;
(xvi) been unable, or
admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or
having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business which is
material in the context of the Wider Ascential Group taken as a
whole;
(xvii) (other than in respect
of a member of the Wider Ascential Group which is dormant and was
solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a
receiver, administrator, manager, administrative receiver, trustee
or similar officer of all or any material part of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed;
(xviii) entered into or implemented
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities which is material in
the context of the Wider Ascential Group taken as a
whole;
(xix) taken (or agreed
or proposed to take) any action which requires, or would require,
the consent of the Panel or the approval of Ascential Shareholders
in general meeting in accordance with, or as contemplated by, Rule
21.1 of the Takeover Code; or
(xx) entered into
any agreement, arrangement, commitment or contract or passed any
resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in
this Condition 3(f);
No adverse
change, litigation, regulatory enquiry or similar
(g)
except as Disclosed, since 31 December 2023 there having
been:
(i) no
adverse change and no circumstance having arisen which would be or
would reasonably be expected to result in any material adverse
change in, the business, assets, value, financial or trading
position or profits or prospects or operational performance of any
member of the Wider Ascential Group which is material in the
context of the Wider Ascential Group taken as a whole;
(ii)
no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Ascential Group is or
may become a party (whether as claimant, defendant or otherwise)
having been threatened, announced, instituted or remaining
outstanding by, against or in respect of, any member of the Wider
Ascential Group, in each case which is or would be expected to be
material in the context of the Wider Ascential Group taken as a
whole;
(iii) no
enquiry, review or investigation by, or complaint or reference to,
any Third Party against or in respect of any member of the Wider
Ascential Group having been threatened, announced or instituted or
remaining outstanding by, against or in respect of any member of
the Wider Ascential Group, in each case which would reasonably be
expected to have a material adverse effect on the Wider Ascential
Group taken as a whole;
(iv) no
contingent or other liability having arisen or become apparent to
Informa or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business,
assets, financial or trading position or profits or prospects of
any member of the Wider Ascential Group to an extent which is
material in the context of the Wider Ascential Group taken as a
whole;
(v)
no steps having been taken and no omissions having been made which
are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Ascential Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which would reasonably be expected
to have a material adverse effect on the Wider Ascential Group
taken as a whole; and
(vi) no
member of the Wider Ascential Group having conducted its business
in breach of any applicable laws and regulations in manner which is
material in the context of the Wider Ascential Group taken as a
whole;
No discovery
of certain matters regarding information, liabilities and
environmental issues
(h)
except as Disclosed, Informa not having discovered that:
(i) any
financial, business or other information concerning the Wider
Ascential Group publicly announced before the date of the
Announcement or disclosed at any time to any member of the Wider
Informa Group by or on behalf of any member of the Wider Ascential
Group before the date of this Announcement is misleading, contains
a misrepresentation of any fact, or omits to state a fact necessary
to make that information not misleading, and which is, in any case,
material in the context of the Wider Ascential Group taken as a
whole;
(ii)
any member of the Wider Ascential Group or any partnership, company
or other entity in which any member of the Wider Ascential Group
has a significant economic interest and which is not a subsidiary
undertaking of Ascential is subject to any liability, contingent or
otherwise, which is material in the context of the Wider Ascential
Group taken as a whole;
(iii) any
past or present member of the Wider Ascential Group has not
complied with any applicable legislation, regulations or other
requirements of any jurisdiction or any Authorisations relating to
the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment
(including property) or harm human or animal health or otherwise
relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any
material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider Ascential Group, in each case to an extent which is material
in the context of the Wider Ascential Group taken as a
whole;
Intellectual property
(i) except as
Disclosed and since 31 December 2023, no circumstance having arisen
or event having occurred in relation to any intellectual property
owned or used by any member of the Wider Ascential Group,
including:
(i) any
member of the Wider Ascential Group losing its title to any
intellectual property used in its business, or any intellectual
property owned by any member of the Wider Ascential Group and
material to its business being revoked, cancelled or declared
invalid; or
(ii)
any claim being asserted in writing or threatened in writing by any
person challenging the ownership of any member of the Wider
Ascential Group to, or the validity or effectiveness of, any
intellectual property; or
(iii) any
agreement regarding the use of any intellectual property licensed
to or by any member of the Wider Ascential Group of the Wider
Ascential Group being terminated or varied,
in each case which would have a material
adverse effect on the Wider Ascential Group taken as a
whole;
Anti-corruption, sanctions and criminal
property
(j) except as
Disclosed, Informa not having discovered:
(i) (i) any
past or present member, director, officer or employee of the Wider
Ascential Group is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) which would
constitute an offence under the Bribery Act 2010, the US Foreign
Corrupt Practices Act of 1977, as amended, or any other
anti-corruption legislation applicable to the Wider Ascential Group
or (ii) any past or present member of the Wider Ascential Group or
any person that performs or has performed services for or on behalf
of the Wider Ascential Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of
such services which would constitute an offence under the Bribery
Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended,
or any other applicable anti-corruption legislation;
(ii)
any asset of any member of the Wider Ascential Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(iii) any
past or present member, director, officer or employee of the Wider
Ascential Group or any other person for whom any such person may be
liable or responsible, has engaged in any business with, made any
investments in, made any funds or assets available to or received
any funds or assets from: (i) any government, entity or individual
in respect of which US, UK or European Union persons, or persons
operating in those territories, are prohibited from engaging in
activities or doing business, or from receiving or making available
funds or economic resources, by applicable US, UK or European Union
laws or regulations, including the economic sanctions administered
by the United States Office of Foreign Assets Control or HM
Treasury & Customs; or (ii) any government, entity or
individual targeted by any of the economic sanctions of the United
Nations, the United States, the United Kingdom, the European Union
or any of its member states or any other governmental or
supranational body or authority in any jurisdiction, except as may
have been licensed by the relevant authority; or
(iv) a
member of the Wider Ascential Group has engaged in any transaction
or conduct which would cause any member of the Wider Ascential
Group or the Wider Informa Group to be in breach of any applicable
law or regulation upon the completion of the Offer, including any
economic sanctions of the United States Office of Foreign Assets
Control or HM Treasury & Customs, or any government, entity or
individual targeted by any of the economic sanctions of the United
Nations, the United States, the United Kingdom or the European
Union or any of its member states.
Part B:
FURTHER TERMS OF THE OFFER
1. The
Conditions set out in paragraphs 2(a), 2(b)
and 3(a) to (j) (inclusive) of Part A above must each be
fulfilled or (if capable of waiver) be waived by Informa prior to
the commencement of the Sanction Hearing, failing which the Scheme
will lapse.
2.
Notwithstanding the paragraph above, subject to the requirements of
the Panel and the Takeover Code, Informa reserves the right in its
sole discretion to waive:
(a)
the deadlines set out in paragraph 1 of Part A above, and any of
the deadlines set out in paragraphs 2(a)(ii),
2(b)(ii) and
2(c)(ii) of Part A above for the timing
of the Court Meeting, the General Meeting and/or the Sanction
Hearing. If any such deadline is not met, Informa will make an
announcement by 8.00 a.m. on the Business Day following such
deadline confirming whether it has invoked or waived the relevant
Condition or agreed with Ascential to extend the deadline in
relation to the relevant Condition. For the avoidance of doubt, the
Conditions set out in paragraphs 2(a)(i),
2(b)(i). 2(c)
(i) and 2(d) of Part A above cannot
be waived; and
(b)
in whole or in part, all or any of the above Conditions set out in
paragraphs 3(a) to (j) (inclusive) of Part A above.
3. Informa
shall be under no obligation to waive or treat as satisfied any of
the Conditions that it is entitled (with the consent of the Panel
and subject to the requirements of the Takeover Code) to waive, by
a date earlier than the latest date specified above for the
fulfilment or waiver thereof, notwithstanding that the other
Conditions may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of
fulfilment.
4. If Informa
is required by the Panel to make an offer for Ascential Shares
under the provisions of Rule 9 of the Takeover Code, Informa may
make such alterations to any of the above Conditions and terms of
the Offer as are necessary to comply with the provisions of Rule
9.
5. Under Rule
13.5(a) of the Takeover Code and subject to paragraph
6, Informa may only invoke a Condition so as to
cause the Offer not to proceed, to lapse or to be withdrawn with
the consent of the Panel and any Condition that is subject to Rule
13.5(a) of the Takeover Code may be waived by Informa. The Panel
will normally only give its consent if the circumstances which give
rise to the right to invoke the Condition are of material
significance to Informa in the context of the Offer. This will be
judged by reference to the facts of each case at the time that the
relevant circumstances arise.
6. Conditions
1, 2(a), 2(b), 2(c)
and 2(d) of Part A above and, if
applicable, any acceptance condition if the Offer is implemented by
means of a Takeover Offer, are not subject to Rule 13.5(a) of the
Takeover Code.
7. The
Ascential Shares to be acquired under the Offer will be acquired
with full title guarantee, fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and
any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to
them, including, without limitation, voting rights and the right to
receive and retain in full all dividends and other distributions
and any return of capital (whether by reduction of share capital or
share premium account or otherwise) declared, made, paid or
becoming payable by reference to a record date falling on or after
the Effective Date (other than the Permitted Dividend (if any) and
any dividend, distribution or return of capital in respect of which
a corresponding reduction in the consideration payable under the
terms of the Offer has been made as described in paragraph 8
below).
8. Subject to
the terms of the Offer, if, on or after the date of this
Announcement and on or prior to the Effective Date, any dividend
and/or other distribution and/or return of capital is authorised,
declared, made or paid or becomes payable in respect of Ascential
Shares (other than the Permitted Dividend (if any)), Informa
reserves the right to reduce the Cash Consideration payable under
the terms of the Offer by an amount equal to all or part of any
such dividend and/or other distribution and/or return of capital,
in which case: (a) any reference in this Announcement or in the
Scheme Document to the Cash Consideration for the Ascential Shares
will be deemed to be a reference to the Cash Consideration as so
reduced; and (b) the relevant Ascential Shareholders will be
entitled to receive and retain any such dividend and/or other
distribution and/or return of capital authorised, declared, made or
paid. To the extent that any such dividend, distribution or return
of capital is authorised, declared, made or paid or becomes
payable: (x) pursuant to the Offer on a basis which entitles
Informa to receive the dividend or distribution or return of
capital and to retain it; or (y) is subsequently cancelled, the
Cash Consideration will not be subject to change in accordance with
this paragraph. Any exercise by Informa of its rights referred to
in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Offer.
9. Informa
reserves the right to elect (with the consent of the Panel (where
necessary) and subject to the terms of the Co-operation Agreement)
to implement the Offer by way of a Takeover Offer as an alternative
to the Scheme. In such event, the offer will be implemented on
substantially the same terms subject to appropriate amendments,
including (without limitation) an acceptance condition set at 90
per cent. (or such lesser percentage as Informa may decide after,
to the extent necessary, consultation with the Panel, being in any
case more than 50 per cent. of the Ascential Shares), so far as
applicable, as those which would apply to the Scheme. Further, if
sufficient acceptances of such Takeover Offer are received and/or
sufficient Ascential Shares are otherwise acquired, it is the
intention of Informa to apply the provisions of the Companies Act
to acquire compulsorily any outstanding Ascential Shares to which
such Takeover Offer relates.
10. The
availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable legal and regulatory
requirements.
11. The
Offer is not being made, directly or indirectly, in, into or from,
or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted
Jurisdiction.
12. The
Scheme will be governed by English law and is subject to the
jurisdiction of the Court and to the Conditions and further terms
set out in this Appendix 1 to this Announcement, and to the full
terms and Conditions to be set out in the Scheme Document. The
Offer will be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange (including the
Listing Rules) and the FCA.
13. Each of
the Conditions will be regarded as a separate Condition and will
not be limited by reference to any other Condition.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated
in this Announcement:
1. all
references to Ascential Shares are to Ascential ordinary shares of
1.7 pence each;
2. the value
of £1.2 billion attributed to the fully diluted issued share
capital of Ascential has been calculated based on 568 pence per
Ascential Share and:
(a)
203,766,832 Ascential Shares in issue; and
(b) a
maximum of 7,520,133 Ascential Shares to be issued on the exercise
of options and vesting of awards under the Ascential Share Plans,
less
(c)
43,223 Ascential Shares held by the employee benefit trust operated
by Ascential that can be used to satisfy the exercise of options
and vesting of awards under the Ascential Share Plans,
in each case as at the Latest Practicable
Date;
3. unless
stated otherwise, all prices quoted for Ascential Shares are
Closing Prices and are derived from Bloomberg;
4. volume
weighted average prices are derived from Bloomberg;
5. the
financial benefits of the Offer (including the expected synergy,
revenue, enterprise value/EBITDA multiple and leverage ratio
numbers) are unaudited and are based on analysis by Informa's
management and on Informa's internal records;
6. certain
figures included in this Announcement have been subject to rounding
adjustments; and
7. unless
otherwise stated, the financial information relating to Ascential
is extracted from the annual report and accounts of Ascential for
the relevant years, and the audited consolidated financial
statements contained therein have been prepared in compliance with
United Kingdom accounting standards, including IFRS and the
Companies Act.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1.
Ascential
Directors
The following Ascential Directors have given
irrevocable undertakings in respect of the following Ascential
Shares beneficially held by them (or their immediate family) to
vote (or procure the voting) in favour of the Scheme at the Court
Meeting and the Ascential Resolution(s) at the General Meeting (or,
if the Offer is implemented by means of a Takeover Offer, to accept
or procure the acceptance of the Takeover Offer):
Name
|
Number of Ascential
Shares
|
Percentage of Ascential existing issued
ordinary share capital
|
Scott Forbes
|
131,883
|
0.065 per cent.
|
Philip Thomas
|
182,346
|
0.089 per cent.
|
Mandy Gradden
|
249,669
|
0.123 per cent.
|
Suzanne Baxter
|
2,941
|
0.001 per cent.
|
Judy Vezmar
|
29,411
|
0.014 per cent.
|
Rita Clifton
|
6,470
|
0.003 per cent.
|
These irrevocable undertakings also extend to
any Ascential Shares acquired by the Ascential Directors as a
result of the vesting of awards or the exercise of options under
the Ascential Share Plans.
The obligations of the Ascential Directors
under these irrevocable undertakings remain binding in the event a
higher competing offer is made for Ascential and will cease to be
binding on the earlier of the following occurrences:
·
if Informa announces its election to implement the Offer by
way of a Takeover Offer, and the formal document containing the
Takeover Offer is not published within 28 days (or such longer
period as the Panel may agree) after the date of the announcement
of such election unless, on or before that date (as extended, if
applicable), Informa announces its election to implement the Offer
by way of a Scheme or otherwise;
·
the Scheme or Takeover Offer lapses or is withdrawn in
accordance with its terms and Informa publicly confirms that it
does not intend to proceed with the Offer or to implement the Offer
by way of a Takeover Offer or Scheme or otherwise;
·
Informa announces, with the consent of the Panel, that it
does not intend to make or proceed with the Offer and no new,
revised or replacement offer or scheme is announced in accordance
with Rule 2.7 of the Takeover Code at the same time; or
·
the Scheme has not become effective by the Long Stop Date;
or
·
any competing offer for Ascential is declared unconditional
or, if proceeding by way of a scheme of arrangement, becomes
effective.
Appendix 4
DEFINITIONS
The following definitions apply throughout this
Announcement unless the context requires otherwise:
"Announcement"
|
this announcement;
|
"Ascential"
|
Ascential plc, a public limited company
incorporated in England and Wales with registered number
09934451;
|
"Ascential Articles"
|
the articles of association of Ascential in
force from time to time;
|
"Ascential Directors" or "Ascential Board"
|
the directors of Ascential;
|
"Ascential FY2023 ARA"
|
the annual report and accounts of Ascential for
FY2023;
|
"Ascential Group"
|
Ascential and its subsidiary undertakings and
where the context permits, each of them;
|
"Ascential Resolution(s)"
|
such shareholder resolution(s) of Ascential as
are necessary to approve, implement and effect the Scheme and the
Offer including, amongst other things, to make certain amendments
to the Ascential Articles;
|
"Ascential Share Plans"
|
the Ascential plc Executive Performance Share
Plan, the Ascential Restricted Share Plan, the Ascential plc
Executive Deferred Annual Bonus Plan, the Ascential plc Employee
Savings Related Share Option Plan, the Ascential plc International
Savings Related Share Option Plan, the Ascential plc U.S. Stock
Purchase Plan, the Ascential plc Employee Share Incentive Plan and
the Ascential plc International Employee Free Share
Plan;
|
"Ascential Shareholders"
|
the holders of Ascential Shares;
|
"Ascential Shares"
|
the existing unconditionally allotted or issued
and fully paid ordinary shares of 1.7 pence each in the capital of
Ascential and any further such ordinary shares which are
unconditionally allotted or issued;
|
"Authorisations"
|
regulatory authorisations, orders,
determinations, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions, exemptions or
approvals;
|
"BofA Securities"
|
Merrill Lynch International;
|
"Business Day"
|
a day (other than Saturdays, Sundays and public
holidays in the UK) on which banks are open for business in the
City of London;
|
"Cash Consideration"
|
568 pence in cash per Ascential
Share;
|
"Clean Team Agreement"
|
the clean team agreement dated 24 July 2024
between Informa and Ascential;
|
"Closing Price"
|
the closing middle market price of an Ascential
Share on a particular trading day as derived from
Bloomberg;
|
"Companies Act"
|
the Companies Act 2006 (as amended from time to
time);
|
"Conditions"
|
the conditions to the implementation of the
Offer, as set out in Part A of Appendix 1 to this Announcement and
to be set out in the Scheme Document;
|
"Confidentiality Agreement"
|
the confidentiality agreement between Informa
and Ascential dated 17 July 2024;
|
"Co-operation Agreement"
|
the agreement dated the date of this
Announcement between Informa and Ascential relating to, among other
things, the implementation of the Offer;
|
"Court"
|
the High Court of Justice in England and
Wales;
|
"Court Meeting"
|
the meeting of Scheme Shareholders to be
convened pursuant to an order of the Court under Part 26 of the
Companies Act for the purpose of considering and, if thought fit,
approving the Scheme, including any adjournment thereof;
|
"Court Order"
|
the order of the Court sanctioning the Scheme
under Part 26 of the Companies Act;
|
"CREST"
|
the system for the paperless settlement of
trades in securities and the holding of uncertificated securities
operated by Euroclear;
|
"Disclosed"
|
the information: (i) disclosed by, or on behalf
of Ascential; (ii) in the Ascential FY2023 ARA; (iii) in this
Announcement; (iv) in any other announcement to a Regulatory
Information Service by, or on behalf of Ascential in the two years
before the publication of this Announcement; (v) in the virtual
data room operated on behalf of Ascential for the purposes of the
Offer (which Informa and/or its advisers were able to access prior
to the date of this Announcement); or (vi) as otherwise fairly
disclosed to Informa (or its officers, employees, agents or
advisers in each case in their capacity as such) in writing before
the date of this Announcement;
|
"Effective Date"
|
the date on which either: (i) the Scheme
becomes effective in accordance with its terms; or (ii) (if Informa
elects to implement the Offer by way of a Takeover Offer, subject
to Panel consent and the terms of the Co-operation Agreement), the
date on which such Takeover Offer becomes or is declared
unconditional in accordance with the requirements of the Takeover
Code, and "Effective" shall
be construed accordingly;
|
"Equiniti"
|
Equiniti Limited;
|
"ESCCs"
|
the equity shares of commercial
companies;
|
"Euroclear"
|
Euroclear UK & International
Limited;
|
"Excluded Shares"
|
(i) any Ascential Shares of which Informa or
any member of the Informa Group is the holder or in which Informa
or any member of the Informa Group is beneficially interested at
the Scheme Record Time; or (ii) any Ascential Shares which are for
the time being held by Ascential as treasury shares (within the
meaning of the Companies Act);
|
"Facility Agreement"
|
the bridge facility agreement dated 24 July
2024 and entered into between, amongst others, Informa as borrower
and Morgan Stanley Bank, N.A. as original lender;
|
"FCA" or "Financial Conduct Authority"
|
the Financial Conduct Authority acting in its
capacity as the competent authority for the purposes of Part VI of
the UK Financial Services and Markets Act 2000, or any successor
regulatory body;
|
"Forms of Proxy"
|
the forms of proxy in connection with each of
the Court Meeting and General Meeting which will accompany the
Scheme Document;
|
"FSMA"
|
the Financial Services and Markets Act 2000 (as
amended from time to time);
|
"FY2023"
|
the financial year ended 31 December
2023;
|
"General Meeting"
|
the general meeting of Ascential Shareholders
(including any adjournment thereof) to consider and, if thought
fit, pass the Ascential Resolution(s);
|
"Goldman Sachs"
|
Goldman Sachs International;
|
"Hudson Disposal"
|
means an arm's length divestment by Ascential
of its 89.7 per cent. interest in Hudson MX;
|
"Hudson MX"
|
Hudson MX Holdings, Inc.;
|
"HY2023"
|
the financial half year ended 30 June
2023;
|
"Informa"
|
Informa PLC, a public limited company
incorporated under the laws of England and Wales with registered
number 08860726;
|
"Informa Group"
|
Informa and its subsidiary undertakings and
where the context permits, each of them;
|
"Latest Practicable Date"
|
23 July 2024, being the last Business Day prior
to the date of this Announcement;
|
"Listing Rules"
|
the rules and regulations made by the Financial
Conduct Authority in its capacity as the FCA under the Financial
Services and Markets Act 2000, and contained in the FCA's
publication of the same name, as amended from time to
time;
|
"London Stock Exchange"
|
London Stock Exchange plc;
|
"Long Stop Date"
|
11.59 pm on 24 July 2025 or such later time or
date, if any, (a) as Ascential and Informa may agree, or (b) (in a
competitive situation) as may be specified by Informa with the
consent of the Panel, and in each case that (if so required) the
Court may allow;
|
"Morgan Stanley"
|
Morgan Stanley & Co. International
plc;
|
"Net Sale Proceeds"
|
means the cash consideration received by the
Ascential Group in respect of the Hudson Disposal on or before the
date of the Sanction Hearing, less (i) transaction-related costs
and (ii) Hudson MX's operating cash outflows from 1 August 2024 to
completion of the Hudson Disposal;
|
"Offer"
|
the recommended Offer by Informa for the entire
issued and to be issued ordinary share capital of Ascential not
already owned or controlled by the Informa Group on the terms and
subject to the conditions set out in this Announcement, to be
implemented by means of the Scheme (or by way of a Takeover Offer,
where Informa so elects under certain circumstances described in
this Announcement) and, where the context requires, any subsequent
revision, variation, extension or renewal thereof;
|
"Offer Period"
|
the offer period (as defined by the Takeover
Code) relating to Ascential, which commenced on 23 July
2024;
|
"Official List"
|
the Official List maintained by the
FCA;
|
"Opening Position Disclosure"
|
has the same meaning as in Rule 8 of the
Takeover Code;
|
"Overseas Shareholders"
|
Ascential Shareholders (or nominees of, or
custodians or trustees for Ascential Shareholders) not resident in,
or nationals or citizens of the United Kingdom;
|
"Panel"
|
the Panel on Takeovers and Mergers;
|
"Permitted
Dividend"
|
any cash dividend of the Net Sale Proceeds
which is paid or declared by reference to a record date falling on
or before the Effective Date;
|
"Registrar of Companies"
|
the Registrar of Companies in England and
Wales;
|
"Regulatory Information
Service"
|
any information service authorised from time to
time by the FCA for the purpose of disseminating regulatory
announcements;
|
"Restricted Jurisdiction"
|
any jurisdiction (other than the United
Kingdom) into which making the Offer, distributing information
relating to the Offer, or paying consideration pursuant to the
Offer may result in a significant risk of civil, regulatory or
criminal exposure or would or may require Informa to comply with
any requirements which in its absolute discretion is regarded as
unduly onerous;
|
"Sanction Hearing"
|
the hearing of the Court of the application to
sanction the Scheme under Part 26 of the Companies Act;
|
"Scheme"
|
the proposed scheme of arrangement under Part
26 of the Companies Act between Ascential and Scheme Shareholders
in connection with the Offer, with or subject to any modification,
addition or condition approved or imposed by the Court and agreed
by Ascential and Informa;
|
"Scheme Document"
|
the document to be sent to Ascential
Shareholders containing, amongst other things, the Scheme and the
notices convening the Court Meeting and General Meeting;
|
"Scheme Record Time"
|
the time and date to be specified in the Scheme
Document, expected to be 6.00 pm on the date of the Court hearing
to sanction the Scheme;
|
"Scheme Shareholder"
|
a holder of Scheme Shares;
|
"Scheme Shares"
|
all Ascential Shares:
|
|
(i) in issue at the date of the Scheme Document
and which remain in issue at the Scheme Record Time;
|
|
(ii) (if any) issued after the date of the
Scheme Document and before the Scheme Voting Record Time, which
remain in issue at the Scheme Record Time; and
|
|
(iii) (if any) issued at or after the Scheme
Voting Record Time but on or before the Scheme Record Time either
on terms that the original or any subsequent holders thereof shall
be bound by the Scheme or in respect of which the original or any
subsequent holders thereof are, or shall have agreed in writing to
be, so bound, and in each case which remain in issue at the Scheme
Record Time,
|
|
in each case other than any Excluded
Shares;
|
"Scheme Voting Record Time"
|
the date and time to be specified in the Scheme
Document by reference to which entitlement to vote at the Court
Meeting will be determined;
|
"Takeover Code"
|
the City Code on Takeovers and Mergers (as
amended from time to time);
|
"Takeover Offer"
|
subject to the consent of the Panel and the
terms of the Co-operation Agreement, should the Offer be
implemented by way of a takeover offer as defined in Chapter 3 of
Part 28 of the Companies Act, the offer to be made by or on behalf
of Informa to acquire the entire issued and to be issued share
capital of Ascential, other than Ascential Shares owned or
controlled by the Informa Group and, where the context admits, any
subsequent revision, variation, extension or renewal of such
offer;
|
"Third Party"
|
each of a central bank, state, government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental, administrative, professional, fiscal or
investigative body, court, trade agency, association, institution,
body, employee representative body, any entity owned or controlled
by any government or state, or any other body or person whatsoever
in any jurisdiction;
|
"uncertificated"
|
a share or other security title to which is
recorded in the relevant register of the share or security as being
held in uncertificated form, in CREST, and title to which, by
virtue of the Uncertificated Securities Regulations 2001 (as
amended) may be transferred by means of CREST;
|
"United Kingdom" or "UK"
|
the United Kingdom of Great Britain and
Northern Ireland;
|
"United States" or "US"
|
the United States of America, its territories
and possessions, any state of the United States of America, the
District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof;
|
"US Exchange Act"
|
the United States Securities Exchange Act of
1934, and the rules and regulations promulgated
thereunder;
|
"Wider Ascential Group"
|
Ascential and associated undertakings and any
other body corporate, partnership, joint venture or person in which
Ascential and all such undertakings (aggregating their interests)
have a direct or indirect interest of more than 20 per cent. of the
voting or equity capital or the equivalent; and
|
"Wider Informa Group"
|
Informa Group and associated undertakings and
any other body corporate, partnership, joint venture or person in
which Informa and all such undertakings (aggregating their
interests) have a direct or indirect interest of more than 20 per
cent. of the voting or equity capital or the equivalent.
|
For the purposes of this Announcement,
"subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times referred to in this Announcement
are London times unless otherwise stated.
References to the singular include the plural
and vice versa.