REG - Ascential PLC Informa PLC - Results of Court Meeting and General Meeting

InformaAnnouncement

04/09/2024 16:00

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RNS Number : 9387C  Ascential PLC  04 September 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

 

4 September 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

 

RESULTS OF VOTING AT COURT MEETING AND GENERAL MEETING

 

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 meanings as set out in the Scheme Document.

 

Results of Court Meeting and General Meeting

Ascential is pleased to announce that, at the Court Meeting and General
Meeting held earlier today in connection with the Acquisition:

(A)          the requisite majorities of Scheme Shareholders voted in favour of the resolution to approve the Scheme at the Court Meeting; and
(B)           the requisite majority of Ascential Shareholders voted in favour of the Special Resolutions to implement the Scheme, including the amendments to Ascential's articles of association, at the General Meeting.

Details of the resolutions proposed and passed are set out in the notices of
the Court Meeting and the General Meeting contained in the Scheme Document.

Voting results of the Court Meeting

 

The table below sets out the results of the poll conducted at the Court
Meeting. Each Scheme Shareholder present (including by proxy) was entitled to
one vote per Scheme Share held at the Voting Record Time.

 

 

 Results of Court Meeting  Scheme Shares voted      Scheme Shareholders who voted**     No. of Scheme Shares voted as a % of Scheme Shares eligible to be voted at the
                                                                                        Court Meeting*
                           Number       %*          Number            %*
 FOR                       140,731,683  99.99%      45                88.24%            68.74%
 AGAINST                   19,787       0.01%       6                 11.76%            0.01%
 TOTAL                     140,751,470  100.00%     51                100.00%           68.75%

*All percentages rounded to two decimal places.

**Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column.

 

Voting results of the General Meeting

 

The table below sets out the results of the poll conducted at the General
Meeting. Each Ascential Shareholder present (including by  proxy) was
entitled to one vote per Ascential Share held at the Voting Record Time.

 

 Special Resolutions                                                            Votes for**          Votes against     Total votes  Withheld votes***
                                                                                Number       %*      Number   %*       Number       Number
 Effect the Scheme and amend the articles of association of Ascential           140,553,527  99.98%  22,136   0.02%    140,575,663  99,789
 Effect the re-registration of Ascential as a private limited company, subject  140,548,976  99.99%  21,023   0.01%    140,569,999  105,453
 to the Scheme becoming Effective

*All percentages rounded to two decimal places.

**Includes discretionary votes.

***A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes "for" or "against" the Special Resolutions.

 

The total number of Ascential Shares in issue at the Voting Record Time (at
6:30 p.m. (U.K. time) on 2 September 2024) was 204,744,224, with no shares
held in treasury. Consequently, the total number of voting rights in Ascential
at the Voting Record Time was 204,744,224.

 

A copy of the Special Resolutions passed at the General Meeting will shortly
be submitted to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Effective Date and Timetable

 

The outcome of today's Court Meeting and General Meeting means that Conditions
2(A) and 2(B) (as set out in Part III of the Scheme Document) have been
satisfied. The Scheme remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions and further terms set out in
the Scheme Document, including the Court sanctioning the Scheme at the
Sanction Hearing.

 

The expected timetable of principal events for the implementation of the
Scheme remains as set out on pages 10 and 11 of the Scheme Document and as set
out in the appendix below. The dates are indicative only and are subject to
change. The dates will depend, among other things, on the dates upon which:
(i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the
Court sanctions the Scheme; and (iii) the Court Order is delivered to the
Registrar of Companies. If any of the dates and/or times in the expected
timetable change, the revised dates and/or times will be notified by
announcement through a Regulatory Information Service.

 

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))
 Long Stop Date                                                            24 July 2025((2))
 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*((3))
 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)      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).

(3)      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, 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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