REG - Ascential PLC - Court Sanction of Scheme of Arrangement

AscentialAnnouncement

08/10/2024 13:01

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RNS Number : 3974H  Ascential PLC  08 October 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

8 October 2024

 

RECOMMENDED CASH OFFER

 

for

 

Ascential plc ("Ascential")

 

by

 

Informa PLC ("Informa")

 

to be effected by means of a scheme of arrangement under

Part 26 of the UK Companies Act 2006

 

COURT SANCTION OF SCHEME OF ARRANGEMENT

 

On 24 July 2024, the boards of directors of Ascential and Informa announced
that they had reached agreement on the terms of a recommended cash offer to be
made by Informa for the entire issued and to be issued share capital of
Ascential (the "Acquisition"), to be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme").  On
12 August 2024, Ascential published a circular in relation to the Scheme (the
"Scheme Document"). Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.

 

Ascential and Informa are pleased to announce that the Court has today
sanctioned the Scheme pursuant to which the Acquisition is being implemented.

 

It is anticipated that the Effective Date will be 9 October 2024, which is
when a copy of the Court Order is expected to be delivered to the Registrar of
Companies. There have been no material changes to the expected timetable of
principal events for the Acquisition as set out in the announcement made by
Ascential in relation to the satisfaction or (where capable of waiver) waiver
of conditions on 9 September 2024.

 

It is expected that the de-listing of Ascential Shares from the Official List
of the Financial Conduct Authority and the cancellation of the admission to
trading of Ascential Shares on the London Stock Exchange's main market for
listed securities will take effect at 8:00 a.m. on 9 October 2024. The last
day of dealings in, and for the registration of transfers of, Ascential Shares
will be today, 8 October 2024.

 

A further announcement will be made when the Scheme has become Effective.

 

Full details of the Acquisition are set out in the Scheme Document.  All
references to times in this announcement are to London time.

 

Enquiries

 

Ascential
 
 +44 (0)20 7657 8950

Philip Thomas, Chief Executive Officer

Mandy Gradden, Chief Financial Officer

Rory Elliott, Investor Relations Director

 

BofA Securities (Joint financial adviser and joint corporate broker to
Ascential)                +44 (0)20 7628 1000

Duncan Stewart

Geoff Iles

Nick Hopkins

Alex Penney

 

Goldman Sachs International (Joint financial adviser to
Ascential)
                +44 (0)20 7774 1000

Anthony Gutman

Nick Harper

Alex Garner

Nuno Santos

 

Deutsche Numis (Joint financial adviser and joint corporate broker to
Ascential)             +44 (0)20 7260 1000

Nick Westlake

Jamie Loughborough

 

FTI Consulting LLP (Communications adviser to
Ascential)
               +44 (0)20 3727 1000

Matt Dixon

Jamie Ricketts

 

Informa

Stephen A. Carter, Group Chief Executive
 
+44 (0)20 8052 0400

Gareth Wright, Group Finance Director
 
+44 (0)20 8052 0400

Richard Menzies-Gow, Director of IR and Communications
 
+44 (0)20 8052 2787

 

Morgan Stanley (Sole financial adviser and corporate broker to
Informa)                           +44 (0) 20 7425
8000

Anthony Zammit

Andrew Foster

Nagib Ahmad

Josh Williams

 

Teneo (PR Adviser to
Informa)

Tim
Burt
 
                +44 7583 413254

Ed Cropley
 
 
                +44 7492 949346

Anthony di
Natale
 
+44 7880 715975

Slaughter and May is acting as legal adviser to Ascential. Clifford Chance LLP
is acting as legal adviser to Informa.

Important notice

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

 

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the offer document) which,
together with the Forms of Proxy, contains the full terms and Conditions of
the Acquisition.

 

This announcement has been prepared for the purpose of complying with English
and Welsh law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside England and Wales.

 

This announcement does not constitute a prospectus or prospectus-equivalent
document.

 

Disclaimers

 

BofA Securities, which is authorised by the PRA and regulated by the FCA and
the PRA in the United Kingdom, is acting exclusively for Ascential and for no
one else in connection with the Acquisition and will not be responsible to
anyone other than Ascential for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement.

 

Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the
PRA in the United Kingdom, is acting exclusively for Ascential and no one else
in connection with the Acquisition and will not be responsible to anyone other
than Ascential for providing the protections afforded to clients of Goldman
Sachs International, or for providing advice in relation to the matters
referred to in this announcement.

 

Deutsche Numis, which is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for Ascential as joint financial adviser and joint
corporate broker and no one else in connection with the matters set out in
this announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will not be
responsible to anyone other than Ascential for providing the protections
afforded to clients of Deutsche Numis, nor for providing advice in relation to
any matter referred to herein. Neither Deutsche Numis nor any of its
affiliates (nor any of their respective directors, officers, employees or
agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection
with this announcement, any statement contained herein or otherwise.

 

Morgan Stanley, which is authorised by the PRA and regulated by the FCA and
the PRA in the U.K., is acting as financial adviser exclusively for Informa
and no one else in connection with the matters set out in this announcement.
In connection with such matters, Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice in
connection with the contents of this announcement or any other matter referred
to herein.

 

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Ascential, the Ascential Directors, Informa, the Informa
Directors or by BofA Securities, Goldman Sachs, Deutsche Numis or Morgan
Stanley or any other person involved in the Acquisition. Neither the
publication of this announcement nor holding the Meetings, the Scheme Court
Hearing, or filing the Court Order shall, under any circumstances, create any
implication that there has been no change in the affairs of the Ascential
Group or the Informa Group since the date of this Announcement or that the
information in, or incorporated into, this announcement is correct as at any
time subsequent to its date.

 

Overseas Shareholders

 

The availability of the Scheme and the Acquisition to Overseas Shareholders
may be affected by the laws of the relevant jurisdictions in which they are
resident. Overseas Shareholders should inform themselves of, and observe, any
applicable requirements. It is the responsibility of all Overseas Shareholders
to satisfy themselves as to the full compliance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.

 

The release, publication or distribution of this announcement in jurisdictions
other than the U.K. may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the U.K. should inform
themselves about, and observe, any applicable requirements.

 

Unless otherwise determined by Informa or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction. Copies of this announcement
and any formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from a Restricted Jurisdiction and persons
receiving such (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdictions.

 

If the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means or
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 and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.

 

Additional information for US investors

 

The Acquisition relates to shares in a U.K. company and is proposed to be made
by means of a scheme of arrangement under English company law. U.S. holders of
Ascential Shares should note that the Scheme relates to the shares of a U.K.
company that are not registered under the U.S. Exchange Act and will be
governed by English law. Neither the proxy solicitation rules nor the tender
offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover,
the Scheme will be subject to the disclosure requirements and practices
applicable in the U.K. to schemes of arrangement, which differ from the
disclosure requirements of the U.S. proxy solicitation rules and tender offer
rules. Financial information included in this announcement has been prepared
in accordance with accounting standards applicable in the U.K. that may not be
comparable to financial statements of U.S. companies. If Informa exercises its
right to implement the acquisition of the Ascential Shares by way of a
takeover offer, such offer will be made in compliance with applicable U.S.
securities laws and regulations to the extent applicable.

 

Financial information included in this announcement has been or will have been
prepared in accordance with accounting standards applicable in the U.K. that
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

 

The receipt of cash pursuant to the Acquisition by a U.S. holder of Ascential
Shares as consideration for the transfer of its Ascential Shares pursuant to
the Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Ascential Shareholder is urged to consult
with independent professional advisers immediately regarding the tax
consequences of the Acquisition applicable to it.

 

It may be difficult for U.S. holders of Ascential Shares to enforce their
rights and any claim arising out of the U.S. federal laws, since Informa and
Ascential are located in non-U.S. jurisdictions, and some or all of their
officers and directors may be residents of a non-U.S. jurisdiction. U.S.
holders of Ascential Shares may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgement.

 

Neither the United States Securities and Exchange Commission nor any U.S.
state securities commission has approved or disapproved the Acquisition,
passed upon the merits or fairness of the Acquisition or passed any opinion
upon the accuracy, adequacy or completeness of this announcement. Any
representation to the contrary is a criminal offence in the United States.

 

Forward looking statements

 

This announcement, oral statements made regarding the Acquisition, and other
information published by Ascential, any member of the Ascential Group, Informa
or the Informa Group contain statements which are, or may be deemed to be,
"forward-looking statements". Such forward-looking statements are prospective
in nature and are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business strategies and
the environment in which Ascential, any member of the Ascential Group, Informa
or the Informa Group shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by those statements.

 

Forward-looking statements include, among other things, statements concerning
the potential exposure of Ascential and the Ascential Group and Informa and
the Informa Group to market risks, statements as to accretion and statements
expressing management's expectations, beliefs, estimates, forecasts,
projections and assumptions, including as to future potential cost savings,
synergies, earnings, cash flow, return on capital employed, production and
prospects. These forward-looking statements are identified by their use of
terms and phrases such as "aims", "anticipate", "believe", "could",
"estimate", "expect", "goals", "hopes", "intend", "may", "objectives",
"outlook", "plan", "probably", "project", "risks", "seek", "should", "target",
"will", "would" and similar terms and phrases.

 

By their very nature, forward-looking statements involve risks and
uncertainties. There are a number of factors that could affect the future
operations of Informa and the Informa Group and Ascential and the Ascential
Group and could cause those results to differ materially from those expressed
in the forward-looking statements included in this announcement. Neither
Ascential, the Ascential Group, Informa nor the Informa Group, nor any of
their respective associates or directors, officers or advisers, provide any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential investors
are cautioned not to place any reliance on these forward-looking statements.

 

The forward-looking statements contained in this announcement speak only as at
the date of this announcement and are not intended to give any assurance as to
future results. Other than in accordance with their legal or regulatory
obligations, neither Ascential, the Ascential Group, Informa nor the Informa
Group is under any obligation, and each such person expressly disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

 

Publication on a website

 

A copy of this announcement and the documents required to be published
pursuant to Rule 26.3 of the Code, shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Ascential and Informa's websites at
https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa
(https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa)
and www.informa.com/investors/informaandascential/
(http://www.informa.com/investors/informaandascential/) respectively by no
later than 12 noon (London time) on the Business Day following the date of
this announcement. For the avoidance of doubt, the content of these websites
is not incorporated into and do not form part of this announcement.

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