REG - Ascential PLC Informa PLC - Publication of Scheme Document

InformaAnnouncement

12/08/2024 07:00

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RNS Number : 0491A  Ascential PLC  12 August 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

 

12 August 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

 

PUBLICATION OF SCHEME DOCUMENT

 

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").

 

Publication of the Scheme Document

 

Ascential announces that a circular in relation to the Scheme (the "Scheme
Document") setting out, among other things, a letter from the Chair of
Ascential, an explanatory statement pursuant to section 897 of the Companies
Act, the full terms and conditions of the Scheme, an expected timetable of
principal events, notices of the Court Meeting and the General Meeting and
details of the actions to be taken by Ascential Shareholders, has been
published today on Ascential's website at
https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa
(https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa)
and on Informa's website at https://informa.com/investors/informaandascential
(https://informa.com/investors/informaandascential) .

 

Hard copies of the Scheme Document (or, depending on Ascential Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting are being sent to Ascential Shareholders
today.

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times unless stated
otherwise.

 

Action required

 

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) Ascential Shareholders vote in favour of the Scheme Resolution at the
General Meeting. In addition, Ascential Shareholders will be asked to approve
the Re-Registration Resolution at the General Meeting. However, the
Re-Registration Resolution is not a condition to the Acquisition.

 

The approval required at the Court Meeting for approval of the Scheme is a
majority in number of the Scheme Shareholders who are present and vote,
whether in person or by proxy, at the Court Meeting and who represent 75 per
cent. or more in value of the Scheme Shares voted by those Scheme
Shareholders. The approval required at the General Meeting for the Special
Resolutions to be passed is at least 75 per cent. of the votes cast on such
resolutions (in person or by proxy).

 

Notices convening the Court Meeting and the General Meeting to be held at 2nd
Floor, 81-87 High Holborn, London, WC1V 6DF on 4 September 2024 at 2:00 p.m.
and 2:15 p.m. (U.K. time) (or as soon thereafter as the Court Meeting
concludes or is adjourned), respectively, are set out in the Scheme Document.

 

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Ascential Shareholders before the relevant Meeting,
through Ascential's website
https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa
(https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa)
and by announcement through a Regulatory Information Service.

 

Scheme Shareholders and Ascential Shareholders are asked to submit proxy
appointments and instructions for the Court Meeting and the General Meeting as
soon as possible and in any event so that the proxy appointment and
instructions are received by Equiniti no later than 48 hours prior to the
Court Meeting or the General Meeting as applicable (excluding any part of such
48 hour period falling on a day that is not a Business Day) or, in the case of
any adjournment, not later than 48 hours (excluding any part of such 48 hour
period that is not a Business Day) before the time fixed for the adjourned
Meeting.

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of opinion of Scheme Shareholders.

 

Timetable

 

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the approval of the requisite
majority of Scheme Shareholders at the Court Meeting and the requisite
majority of Ascential Shareholders at the General Meeting. The Scheme is also
subject to the satisfaction (or, where applicable, waiver) of the other
Conditions (including the sanction of the Court) and further terms, as
described more fully in the Scheme Document.

 

The Scheme is expected to become Effective during Q4 2024. Ascential will make
further announcements through a Regulatory Information Service, with such
announcements also being made available on Ascential's website at
https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa
(https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa)
and on Informa's website at https://informa.com/investors/informaandascential
(https://informa.com/investors/informaandascential) . An update to the
expected timetable is expected to be announced following receipt of the
relevant regulatory approvals upon which the Acquisition is conditional.

 

Recommendation

The Ascential Directors, who have been so advised by BofA Securities and
Goldman Sachs as to the financial terms of the Acquisition, consider the terms
of the Acquisition 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. Goldman Sachs is
providing independent financial advice to the Ascential Directors for the
purposes of Rule 3 of the Code.

The Ascential Directors believe that the terms of the Acquisition (including
the Scheme) are in the best interests of Ascential Shareholders as a whole.
Accordingly, the Ascential Directors unanimously recommend that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that
Ascential Shareholders vote in favour of the Special Resolution to be proposed
at the General Meeting, as those Ascential Directors who hold Ascential Shares
have irrevocably agreed to do in respect of their own beneficial holdings.

 

Ascential Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

 

Additional Information for Ascential Shareholders

Following the printing of the Scheme Document, an error was identified in
relation to the number of Ascential Shares stated to be held, as at the Latest
Practicable Date, 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. Ascential confirms that the correct number of Ascential
Shares held in that employee benefit trust as at the Latest Practicable Date
is 171,412 and accordingly, the relevant number set out in paragraph (D) of
the Preliminary to Part IV and paragraph 17(B)(iii) of Part VII of the Scheme
Document should be read to mean 171,412.

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General meeting, or are in any doubt as to how to
complete the Forms of Proxy or to submit your proxies electronically or
online, please contact the Company's Registrars, Equiniti, by calling the
Shareholder Helpline on 0371 384 2050 from the UK or +44 371 384 2050 from
overseas. Lines are open between 8.30 a.m. and 5.30 p.m. Monday to Friday
(except public holidays in the UK). Calls to the Shareholder Helpline from
outside of the U.K. will be charged at applicable international rates.
Different charges may apply to calls made from mobile telephones and calls may
be recorded and monitored for security and training purposes. Please note that
Equiniti cannot provide advice on the merits of the Scheme, nor give
financial, tax, investment or legal advice.

 

A copy of the Scheme Document will be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, Ascential Shares on the
London Stock Exchange will be the Business Day immediately prior to the
Effective Date. It is intended that, subject to the Scheme becoming effective,
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 LSE, and steps will be taken to re-register Ascential as a
private limited company.

 

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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Ascential's and Informa's
current expected dates for the implementation of the Scheme and is subject to
change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to Ascential Shareholders by
announcement through the Regulatory Information Service of the LSE.

 Event                                                                     Time and date((1))
 Publication of the Scheme Document                                        12 August 2024
 Latest time for lodging Forms of Proxy for the:
 ·      Court Meeting (BLUE form)                                          2:00 p.m. on 2 September 2024((2))
 ·      General Meeting (YELLOW form)                                      2:15 p.m. on 2 September 2024((3))
 Voting Record Time                                                        6:30 p.m. on 2 September 2024((4))
 Court Meeting                                                             2:00 p.m. on 4 September 2024
 General Meeting                                                           2:15 p.m. on 4 September 2024((5))
 Long Stop Date                                                            24 July 2025((6))
 The following dates are indicative only and are subject to change
 Sanction Hearing (to sanction the Scheme)                                 A date expected to fall during Q4 2024, subject to the satisfaction (or, if
                                                                           applicable, waiver) of the relevant Conditions and, in any event, prior to the
                                                                           Long Stop Date

                                                                           ("D")
 Last day of dealings in, and for the registration of transfers of, and    D*
 disablement in CREST of, Ascential Shares
 Scheme Record Time                                                        6:00 p.m. on D*
 Effective Date                                                            D+1*((7))
 Cancellation of admission to trading of Ascential Shares on LSE           By 7:30 a.m. on D+1*
 Latest date for dispatch of cheques, and crediting of CREST accounts and  Within 14 days after the Effective Date
 processing electronic transfers due under the Scheme

 

(1)      The dates and times are indicative only and are based on current
expectations and may be subject to change and will depend on, among other
things, the date on which the Conditions to the Scheme are satisfied or, if
capable of waiver, waived, and the date on which the Court sanctions the
Scheme. References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to Ascential Shareholders by announcement
through a Regulatory Information Service.

 

Participants in the Ascential Share Plans will be contacted separately to
inform them of the effect of the Scheme on their rights under the Ascential
Share Plans, including details of any dates and times relevant to them.

 

(2)      It is requested that BLUE Forms of Proxy for the Court Meeting
be lodged not later than 48 hours prior to the time appointed for the Court
Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time
fixed for any adjourned Court Meeting (in each case, excluding any part of
such 48 hour period falling on a day that is not a working day). If the BLUE
Form of Proxy for the Court Meeting is not lodged by 2:00 p.m. (U.K. time) on
2 September 2024, it may be: (i) scanned and emailed to Equiniti at the
following email address: proxyvotes@equiniti.com; or (ii) presented in person
to the Chair of the meeting or to the Equiniti representative who will be
present at the Court Meeting, any time prior to the commencement of the
meeting (or any adjournment thereof).

(3)      In order to be valid, the YELLOW Forms of Proxy for the General
Meeting must be lodged not later than 2:15 p.m. (U.K. time) on 2 September
2024 or, if the General Meeting is adjourned, 48 hours prior to the time fixed
for the adjourned General Meeting (in each case, excluding any part of such 48
hour period falling on a day that is not a working
day).

(4)      If either the Court Meeting or the General Meeting is adjourned,
the Voting Record Time for the relevant adjourned Meeting will be 6:30 p.m. on
the day which is two Business Days prior to the date of the adjourned
Meeting.

(5)      To commence at the time fixed or as soon thereafter as the Court
Meeting concludes or is adjourned.

(6)      This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
(a) may be agreed in writing by Ascential and Informa, or (b) (in a
competitive situation) as may be specified by Informa with the Panel's consent
and Court approval (if such approval(s) are
required).

(7)      The Scheme shall become Effective as soon as a copy of the Court
Order has been delivered to the Registrar of Companies. This is expected to
occur following the Scheme Record Time and prior to the cancellation of
trading in Ascential Shares. The events which are stated as occurring on
subsequent dates are conditional on the Effective Date and operate by
reference to that date.

 

*All dates by reference to "D+1" will be to the date falling the number of
indicated Business Days immediately after date D, as indicated above.

 

 

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, shall contain the full terms and Conditions
of the Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or any decision in respect of,
or other response to, the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer document).

 

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.

 

In particular, the ability of persons who are not resident in the U.K. to vote
their Ascential Shares with respect to the Scheme at the Court Meeting or the
General Meeting, or to appoint another person as proxy, may be affected by the
laws of the relevant jurisdictions in which they are located. 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 Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. This announcement and any accompanying documents have been the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.

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 and no person may vote in
favour of the Scheme by any such means from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws
of 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 requirement 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 (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Ascential, any member of the Ascential Group, Informa
or the Informa 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.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the 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 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, 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 consult 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 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.

 

Right to request hard copies

 

In accordance with Rule 30.3 of the Code, Ascential Shareholders, persons with
information rights and participants in the Ascential Share Plans may request a
hard copy of this announcement, the Scheme Document or information
incorporated into the Scheme Document by reference to another source, free of
charge, by contacting Equiniti during business hours (8.30 a.m. to 5.30 p.m.)
on +(0) 371 384 2050 or by submitting a request in writing to Equiniti at
Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

 

In accordance with Rule 30.3 of the Code, you may also request that all future
documents, announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.

 

Electronic communications

 

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 and/or their respective advisers during
the Offer Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.

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