Statement regarding possible offer for Ascential
23/07/2024 16:47
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RNS Number : 5273X Ascential PLC 23 July 2024
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
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 July 2024
ASCENTIAL PLC
Statement regarding possible offer for Ascential PLC ("Ascential")
Following recent movement in Ascential's share price, the Board of Ascential
confirms that it has received a conditional proposal from Informa PLC
("Informa") regarding a possible cash offer for the entire issued and to be
issued share capital of Ascential at 568 pence per Ascential share (the
"Proposal").
The Proposal follows a number of approaches by Informa to Ascential in recent
months.
Having carefully evaluated the Proposal, the Board is engaged in advanced
discussions with Informa regarding the Proposal and confirms that it has
informed Informa that it is minded to recommend the Proposal. There can be no
certainty that any firm offer for Ascential will be made, nor as to the terms
on which any firm offer might be made.
In accordance with Rule 2.6(a) of the Code, Informa is required, by not later
than 5.00 p.m. (London time) on 20 August 2024 (being 28 days after today's
date), to either announce a firm intention to make an offer for Ascential in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a statement
to which Rule 2.8 of the Code applies. This deadline can be extended with the
consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with
Rule 2.6(c) of the Code.
This announcement has been made without the prior agreement or approval of
Informa.
A further announcement will be made as and when appropriate.
Enquiries
Ascential plc
+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
FTI Consulting LLP, (Communications advisor to
Ascential)
+44 (0)20 3727 1000
Jamie Ricketts, Matt Dixon
Important Notices
This announcement contains inside information and is issued on behalf of
Ascential by Naomi Howden, Company Secretary.
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, whether pursuant to this announcement or
otherwise.
The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
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
Proposal 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
Proposal 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.
Slaughter and May is acting as legal adviser to Ascential.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 Code, any person who is, or becomes, interested in 1%
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 Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on Ascential's website (https://www.ascential.com/investors) by no
later than 12 noon (London time) on the business day following the date of
this announcement. The contents of the website referred to in this
announcement are not incorporated into and do not form part of this
announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Ascential confirms that as at the
date of this announcement it has in issue 203,766,832 shares of 1.7 pence
each. Ascential does not hold any shares in treasury as the date of this
disclosure. The International Securities Identification Number (ISIN) for the
ordinary shares of Ascential is GB00BQFH6320.
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