REG - Ascential PLC - Publication of Circular and Notice of General Mtg

AscentialAnnouncement

01/12/2023 12:30

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RNS Number : 4338V  Ascential PLC  01 December 2023

 

 

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

 

 

1 December 2023

 

 

ASCENTIAL PLC

 

PUBLICATION OF CLASS 1 CIRCULAR AND NOTICE OF GENERAL MEETING

 

Further to the announcement on 30 October 2023 by Ascential plc ("Ascential"
or the "Company") regarding the proposed disposals of the Company's digital
commerce business ("Digital Commerce") to Omnicom Group Inc.  (the "Digital
Commerce Sale"), and its product design business ("WGSN") to Wind UK Bidco 3
Limited (the "WGSN Sale" and, together with the Digital Commerce Sale, the
"Transactions"), the Company is pleased to announce that a shareholder
circular relating to the Transactions has been approved by the Financial
Conduct Authority and will shortly be sent to the Company's shareholders
(other than those who have elected for notification by electronic
communication).

 

Each of the Digital Commerce Sale and the WGSN Sale qualifies as a "Class 1"
transaction for the Company under the Listing Rules and accordingly, each of
the Digital Commerce Sale and the WGSN Sale is conditional upon, amongst other
things, the approval of the Company's shareholders at a general meeting of the
Company. Accordingly, the Circular contains a notice convening a general
meeting of the Company which is to be held at the offices of Slaughter and
May, One Bunhill Row, London EC1Y 8YY on 18 December 2023 at 10.00am (the
"General Meeting"), at which the resolutions contained in the notice of
meeting will be proposed to the Company's shareholders to approve the
Transactions (the "Resolutions").

 

The Board considers the Transactions (and the Resolutions necessary to
implement the Transactions) to be in the best interests of the Company and its
shareholders as a whole and unanimously recommends that shareholders vote in
favour of the Resolutions at the General Meeting.

 

A copy of the Circular will be submitted to the National Storage Mechanism
where it will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . In addition, a copy
of the Circular will be made available for inspection on the Company's website
at www.ascential.com (http://www.ascential.com) .

 

 

Enquiries:

 

 Ascential plc
 Duncan Painter, Chief Executive Officer    +44 (0)20 7516 5000
 Mandy Gradden, Chief Financial Officer
 Rory Elliott, Investor Relations Director

 FTI Consulting LLP, Media enquiries
 Matt Dixon                                 +44 (0)20 3727 1000
 Jamie Ricketts
 Edward Bridges

 

 

IMPORTANT NOTICES

 

This announcement is not intended to, and does not constitute or form part of,
any offer to sell or issue or any solicitation of an offer to purchase,
subscribe for, or otherwise acquire, any securities or a solicitation of any
vote or approval in any jurisdiction. Ascential shareholders are advised to
carefully read the Circular once it has been published. Any voting decision in
respect of the Transactions should be made only on the basis of the
information in the Circular.

 

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan"), is authorised in the United Kingdom
by the Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA") and the PRA. J.P.
Morgan is acting Lead Financial Adviser, Joint Sponsor and Joint Corporate
Broker exclusively for the Company and no one else in connection with the
Transactions and the matters set out in this announcement and will not regard
any other person (whether or not a recipient of this announcement) as its
client in relation to the Transactions and will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
J.P. Morgan or its affiliates, or for providing advice in relation to the
Transactions or any other matters referred to in this announcement.

 

Numis Securities Limited (which is trading for these purposes as Deutsche
Numis) ("Deutsche Numis") is authorised and regulated in the United Kingdom by
the FCA. Deutsche Numis is acting as acting Joint Financial Adviser, Joint
Sponsor and Joint Corporate Broker exclusively for the Company and no one else
in connection with the Transactions and the matters set out in this
announcement and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Transactions and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of Deutsche Numis or its affiliates, or for
providing advice in relation to the Transactions or any other matters referred
to in this announcement.

 

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting as Independent Financial Advisor exclusively for Ascential
and for no one else in connection with the subject matter of this announcement
and will not be responsible to anyone other than Ascential for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on J.P. Morgan, Deutsche Numis or Rothschild & Co by FSMA or the
regulatory regime established thereunder or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable, J.P. Morgan, Deutsche Numis,
Rothschild & Co and any person affiliated with them assumes no
responsibility whatsoever for and makes no representation or warranty express
or implied, in relation to the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on its behalf and nothing contained in this
announcement is, or shall be, relied upon as a promise or representation in
this respect whether as to the past, present or future, in connection with the
Company, or the Transactions. J.P. Morgan, Deutsche Numis, Rothschild & Co
and their respective subsidiaries, branches and affiliates accordingly
disclaims to the fullest extent permitted by law all and any duty,
responsibility and liability whether arising in tort, contract or otherwise
(save as referred to above) which it might otherwise be found to have in
respect of this announcement or any such statement or otherwise.

 

Neither the contents of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

This announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would, "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
announcement. None of the Company, J.P. Morgan, Deutsche Numis, Rothschild
& Co or their respective affiliates undertakes or is under any duty to
update this announcement or to correct any inaccuracies in any such
information which may become apparent or to provide you with any additional
information, other than any requirements that the Company may have under
applicable law or the Listing Rules, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules or the Market Abuse Regulation MAR
(EU No. 596/2014) as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). To the fullest extent permissible by law, such
persons disclaim all and any responsibility or liability, whether arising in
tort, contract or otherwise, which they might otherwise have in respect of
this announcement. The information in this announcement is subject to change
without notice.

 

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