REG - Informa PLC Ascential PLC - Recommended Cash Offer for Ascential plc
24/07/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240724:nRSX6184Xa&default-theme=true
RNS Number : 6184X Informa PLC 24 July 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement contains inside information
FOR IMMEDIATE RELEASE
24 July 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 Companies Act 2006
Commenting on the Offer, Stephen A. Carter, Chief Executive of Informa, said:
"Informa is in the business of creating, nurturing and growing world class B2B
brands. Lions and Money20/20 are outstanding examples of such brands.
Combined, we can expand them into more sectors, accelerate growth and take
advantage of new opportunities."
He added:
"Informa has the operating platform and capacity. We have international reach
into growth sectors. We have IIRIS, our First Party Data Platform, and we have
an understanding of both the FinTech and Marketing sectors."
"These strengths make us ideally placed to capture the growth and acceleration
opportunities available to both Lions and Money20/20."
Commenting on the Offer, Philip Thomas, Chief Executive of Ascential, said:
"I am extremely proud of all of Ascential's brands, and the people who work so
hard to deliver for them every day. Our two divisions, Lions and Money20/20,
have transformed how our customers around the world experience events, and
benefit from both digital intelligence and advisory services. The value our
businesses bring to their respective industries is clear as is the regard in
which they are held by Informa.
Informa is a highly respected business, famed for its expertise in B2B events,
strong, ethical culture and commitment to innovation. This offer will not only
deliver substantial value for our shareholders but also, together with
Informa's international footprint and extensive capabilities in data and
analytics, will unlock further growth opportunities for our brands and our
people."
Summary
· The boards of Informa and Ascential are pleased to
announce that they have reached agreement on the terms of a recommended cash
offer for the entire issued and to be issued ordinary share capital of
Ascential. It is intended that the Offer will be implemented by way of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act.
· Under the terms of the Offer, each Ascential Shareholder
will be entitled to receive:
For each Ascential Share held: 568 pence in cash
· The Offer values the entire issued and to be issued share
capital of Ascential at approximately £1.2 billion on a fully diluted basis.
· The Cash Consideration represents a premium of
approximately:
° 53 per cent. to the Closing Price of 371 pence per
Ascential Share on 22 July 2024 (being the last trading day before the
commencement of the Offer Period);
° 61 per cent. to the thirty day volume weighted average
price of 352 pence per Ascential Share to 22 July 2024 (being the last trading
day before the commencement of the Offer Period); and
° 67 per cent. to the sixty day volume weighted average
price of 340 pence per Ascential Share to 22 July 2024 (being the last trading
day before the commencement of the Offer Period).
· In addition, Informa and Ascential have agreed that if
the Hudson Disposal completes prior to the date of the Sanction Hearing, Net
Sale Proceeds will (subject to the approval of the Ascential Board) be
returned to Ascential Shareholders by way of a cash dividend and Ascential
Shareholders will be entitled to keep that dividend without any reduction of
the Cash Consideration payable under the Offer.
· Informa expects significant revenue opportunities to
arise through combination, including through cross selling and expansion into
fast growth economies where Informa has an established position. Informa also
expects c.£12 million of annual cost savings and efficiency improvements by
combining Ascential into Informa's operating platform. Combined with tax
benefits that can be realised post combination, Informa believes the Offer
implies a low double-digit multiple of enterprise value to Ascential's
estimated EBITDA in 2025.
Compelling Strategic and Commercial Rationale for Informa
Informa believes it is uniquely positioned to provide the global platform and
operations to enable Ascential's divisions to continue their strong growth
trajectory. This includes the substantial support, investment and expansion
that comes with being part of a broader operating group and more specifically
through:
1. Nurturing and growing major B2B Brands… Lions and
Money20/20 are leading, global, events-led platforms with premium brands in
structurally attractive sectors. Informa has a strong track record of
nurturing and growing major events brands, having built a portfolio of 600+
brands across 20+ specialist sectors over the last 15 years. The addition of
Lions and Money20/20 makes for a powerful combination, with a blueprint for
delivering further growth and expansion.
2. FinTech… Informa sees exciting opportunities for
Money20/20 to benefit from its complementary activities in the sector and its
international infrastructure, by, for example, helping extend Money20/20 into
the Middle East and Africa, where there is currently rapid growth and
significant investment in financial technology, particularly around payments.
This includes in the Kingdom of Saudi Arabia, where Informa has established a
leading position through its joint venture partnership Tahaluf, and where the
financial technology sector is the focus for major investment and growth.
There is a clear opportunity to create a more dynamic, international franchise
with opportunities for cross-promotion of other events and services, powered
by the access Informa can provide to new sectors and fast growth economies.
3. Marketing… The Lions platform has three core components.
Firstly, Cannes Lions is a must-attend, global event celebrating creativity
and sitting at the heart of the Marketing industry. Cannes Lions uniquely
delivers benchmark awards for creativity, and generates delegate and
sponsorship revenues in addition to award entry revenues. Secondly, the
relationships and first party information that Lions has built over its 70
year festival history have allowed it to develop new products that offer
valuable data, analytics and insights to customers on a subscription basis.
Thirdly, Lions provides tailored, strategic advisory services that transform
their customers' businesses in the creative marketing and effectiveness space,
while deepening their relationships with the brand.
Informa intends to make Lions the centre-piece of a new business, Informa
Festivals, designed to showcase the value of experience-led, festival brands -
a fast growing area in the B2B events space. Informa already has a number of
its own major experience-led, festival brands such as the Monaco Yacht Show
(Luxury), London Tech Week (Future Tech) and Black Hat (Cyber Security).
Informa sees the opportunity to create significant value from further
developing its own Festival brands, in combination with Lions' expertise, and
accelerating the broader experience-led transformation of its wider B2B
portfolio.
4. Global operating platform… Informa has an established,
global operating platform with the capacity and capability to support and
further expand the impact of Ascential's businesses as well as provide
meaningful career growth opportunities for Ascential colleagues. Informa's
ability to amortise operating costs across a much broader revenue base is
expected to deliver efficiencies in areas such as technology platforms,
licensing, procurement and other shared operations. Furthermore, Informa can
provide access to new sectors and fast growth economies, including an
extensive network of event profiles and venue contracts, and deep
relationships with independent contractors, trade associations, local
authorities and governments across the world.
5. First Party Data… In recent years, Informa has made
significant investment in IIRIS, a centralised First Party Data and Analytics
Platform for collecting, collating and managing B2B customer data arising
through event registration, face-to-face activity, digital content and online
activity. This has improved customer engagement and customer knowledge,
enabling Informa to deliver more effective marketing and increase the value
and efficiency of products, including the launch of new services like Lead
Insights and Beacon Discovery. It believes all of Ascential's businesses will
benefit from access to IIRIS and Informa's broader digital expertise, as well
as the Informa Group's ability to invest at scale in similar growth
initiatives.
This combination of strengths supports Informa's belief that it provides a
unique platform to support future growth and value creation from Ascential's
brands.
Informa also believes there is a strong cultural fit between the two
companies. Both have colleagues at the heart of their strengths and values,
with teams of specialists organised around industry sectors, along with deep
knowledge and long-term industry relationships. Ascential's teams will work
closely with Informa colleagues on growth and expansion, with all the
additional support, investment and access to further professional
opportunities that come with being part of a broader operating platform.
As demonstrated by Informa's headline results published today for the first
half of 2024 and the highlights from Ascential's interim results provided
below, both Ascential and Informa are currently delivering outstanding
operating performances, highlighted by both companies' double-digit underlying
revenue growth. The strength of this operating momentum and forward visibility
makes this the perfect time to combine the complementary strengths of Informa
and Ascential and make the most of the growing demand for premium, live B2B
experiences.
Value Creation for Informa Shareholders
· Efficient Capital Allocation… The acquisition of
Ascential completes Informa's three-year Reinvestment Programme that started
with the divestment of the Informa Intelligence Portfolio for £2.5 billion
(£200 million of revenue sold at an average enterprise value/EBITDA multiple
of 28x) and has been followed by reinvestment into Winsight, Tarsus, HIMSS and
now Ascential (£600 million of revenue bought at an average post-synergy
enterprise value/EBITDA multiple of c. 11x).
These portfolio changes have been combined with over £1.4 billion of capital
returns to Informa shareholders through share buybacks.
As part of the Reinvestment Programme, Informa retained a 6.7 per cent. stake
in the Pharma Intelligence business (Norstella) and a 20 per cent. stake in
Maritime Intelligence. Following strong operating performances and expressions
of interest from third parties, the Informa Group is reviewing its full
portfolio of retained minority investments to determine the best route to
unlock value from these interests.
· Revenue acceleration… Informa sees opportunities to
accelerate revenues post combination, including through cross promotion,
product extension and international expansion. The expansion of its FinTech
franchise, which is forecast to have combined revenues of more than £100
million, is expected to have an immediate impact, with more than £10 million
of incremental revenues forecast from 2025 through cross selling across the
expanded customer base and deploying the Money20/20 brand internationally.
· Strong earnings accretion… Informa expects the addition
of Ascential to deliver 5 per cent.+ accretion to adjusted earnings per share
in the first full year of ownership, based on strong revenue growth and c.£12
million of annual cost savings and efficiency improvements.
· Return on investment… The addition of Ascential is
expected to deliver a post-tax return on invested capital in excess of
Informa's long-term cost of capital within 2 to 3 full financial years post
completion.
· Balance sheet strength… The strength of Informa's
balance sheet and strong cash generation, including estimated adjusted free
cash flow of over £740 million for 2024, is enabling it to make a cash offer
for Ascential. Based on Informa's assumptions for growth and operating
synergies, it expects pro-forma leverage at year-end to remain at the upper
end of its target leverage range of 1.5x to 2.5x Net Debt to EBITDA,
deleveraging towards the mid-point of the range through 2025.
Background to and reasons for the recommendation
· Ascential is a specialist events-led, intelligence and
advisory business which takes the world's leading brands and professional
communities to the heart of 'what's next' for their respective industries.
· The Ascential Board has successfully delivered a strategy
to unlock significant value for Ascential Shareholders through a strategic
review process commencing in January 2023 and culminating in agreements to
sell its WGSN and Digital Commerce businesses as announced in October 2023.
Following the separation, Ascential became a pure-play operator of two of the
highest quality and renowned global events businesses, Cannes Lions and
Money20/20.
· This transformation of Ascential has provided the
foundation for the continuing business to thrive through a greater focus on
Ascential's unique position as a focussed, events-led platform with
world-leading premium divisions and a clear strategy for continued delivery on
its growth plans. The sales of its WGSN and Digital Commerce businesses for
combined proceeds of £1.2 billion, both of which completed in the first
quarter of 2024, also enabled Ascential to return over £750 million of sale
proceeds to Ascential Shareholders by way of a tender offer and special
dividend in the second quarter of 2024, together with a further £9 million
returned to its shareholders via its £100 million share buy-back programme.
· Through the first half of 2024, Ascential has continued
to perform well, delivering double-digit growth in both the Marketing (Lions)
and Financial Technology (Money20/20) segments and building on the strong
momentum from 2023. These business segments deliver diverse, sustainable
revenue streams spanning live events, benchmark awards, digital subscriptions
and advisory services. The outlook for the Ascential Group remains robust,
with momentum in the business expected to deliver constant currency growth
rates in 2024 towards the top-end of Ascential's medium-term growth targets.
Ascential remains confident about the medium-term targets confirmed in its
recent capital markets day and the Ascential Board has conviction in the
ongoing execution of Ascential's strategy and that its successful delivery
will create significant value for Ascential Shareholders over the medium-term.
· Informa's interest in acquiring the shares of Ascential
was unsolicited. The Ascential Board has a fiduciary duty to Ascential
Shareholders, and to all stakeholders, to fully assess any proposal regarding
a potential offer to acquire Ascential. The Ascential Board concluded that
Informa's initial proposals did not reflect an appropriate valuation for
Ascential and its future prospects. Following further approaches by Informa,
the most recent proposal reached a level of 568 pence per Ascential Share in
cash. Following significant detailed analysis and careful review, the
Ascential Board concluded that this proposal from Informa was at an acceptable
level for the Ascential Board to recommend to its shareholders.
· In considering the financial terms of the Offer and
determining whether the Offer reflected an appropriate valuation of Ascential
and its future prospects, the Ascential Board has taken into account a number
of factors including that the Offer represents:
o a level of certainty and acceleration of delivering value to Ascential
Shareholders weighed against the Ascential Board's internal valuation of the
business net of inherent business execution risks underpinning the delivery of
future value;
o an immediate and significant premium to the current share price, reflective
of the significant premium value inherent in Ascential, whilst also providing
shareholders with certainty of value in cash;
o a premium of 53 per cent. to the Closing Price of 371 pence per Ascential
Share on 22 July 2024 (being the last trading day before the commencement of
the Offer Period);
o a premium of 61 per cent. to the thirty day volume weighted average price of
352 pence per Ascential Share to 22 July 2024 (being the last trading day
before the commencement of the Offer Period); and
o a premium of 67 per cent. to the sixty day volume weighted average price of
340 pence per Ascential Share to 22 July 2024 (being the last trading day
before the commencement of the Offer Period).
· The Ascential Board also recognises that the combination of the Offer
and £759 million of value returned via tender offer, special dividend and
share repurchases in 2024 aggregates in total to £2.0 billion in value
returned to Ascential Shareholders, which is 2.1x greater than the market
capitalisation of Ascential at close of business on 24 January 2023, the day
prior to the announcement of the conclusions of its strategic review.
· In considering the Offer, the Ascential Board has taken into account
Informa's stated intentions for Ascential and its management, employees and
other stakeholders.
· The Ascential Board recognises a significant opportunity
to create value by combining Ascential's two unique B2B divisions, Lions and
Money20/20, with Informa. As part of Informa's platform, the Ascential Board
believes the reach and impact of Ascential's divisions can be accelerated. As
a leading operator of Live B2B Events globally, with more than 600 B2B brands
in 20+ specialist sectors across more than 30 countries, Informa can provide
access to new sectors as well as an extensive network of suppliers and
relationships with venues, trade associations, local authorities and
governments across the world.
· Following careful consideration of the financial terms of
the Offer, the combination of value and certainty that the terms of the Offer
provide to Ascential Shareholders, and the above factors, the Ascential
Directors intend to recommend unanimously the Offer to Ascential Shareholders.
Recommendation
· The Ascential Directors, who have been so advised by BofA
Securities and Goldman Sachs as to the financial terms of the Offer, consider
the terms of the Offer 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. BofA Securities and
Goldman Sachs are providing independent financial advice to the Ascential
Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Ascential Directors intend to recommend
unanimously that Ascential Shareholders vote (or procure votes) in favour of
the Scheme at the Court Meeting and to vote (or procure votes) in favour of
the Ascential Resolution(s) at the General Meeting as the Ascential Directors
who (or whose immediate family) beneficially hold Ascential Shares have
irrevocably undertaken to do (or procure to be done) in respect of 602,718
Ascential Shares in total, representing in aggregate approximately 0.3 per
cent. of Ascential's ordinary share capital in issue as at the Latest
Practicable Date.
Information relating to Ascential
· Ascential takes the world's leading brands to the heart
of what's next for their industries. Ascential does this through its events,
intelligence products and advisory services. Ascential's 700 people serve a
global customer base from more than 100 countries in the large and growing
Marketing and Financial Technology sectors.
· Ascential intends to publish its interim results for the
six months ended 30 June 2024 shortly, highlights of which are as follows:
o Ascential's performance for the six months ended 30 June 2024 has been
strong with revenue of approximately £158 million and 15 per cent. organic
growth in comparison to the same period last year (HY 2023: £136.1 million);
o both the Marketing and Financial Technology segments achieved double digit
revenue growth;
o 15 per cent. revenue growth in the Marketing segment was driven by an over
10 per cent. increase in delegate volumes while sponsorship customer numbers
were more than 20 per cent. higher;
o revenue in the Financial Technology segment grew by 14 per cent. with the
first half of 2024 seeing the successful launch of Money20/20 Asia which
delivered over £6 million in revenue, attracting over 3,000 attendees;
o Ascential maintains a strong balance sheet with a net cash position of
approximately £19 million as at 30 June 2024; and
o given the normal balance between first and second half trading and in light
of the strong performance for the first half of 2024 and visibility into the
second half of 2024, Ascential expects to report constant currency revenue
growth rates for the full year to 31 December 2024 towards the top-end of its
medium-term growth targets, driven by momentum in the Marketing division in
particular.
Timetable and Conditions
· It is intended that the Offer will be effected by way of
a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, Informa reserves the right to elect to implement the Offer by way of
a Takeover Offer, subject to the consent of the Panel (where necessary) and
the terms of the Co-operation Agreement.
· The Offer is conditional on, among other things, the
approval of the requisite majority of the Scheme Shareholders at the Court
Meeting and Ascential Shareholders at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of the Scheme
Shareholders present and voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme Shares voted.
In addition, the approval of the Ascential Resolution(s) by Ascential
Shareholders representing at least 75 per cent. of votes cast at the General
Meeting (expected to be held immediately after the Court Meeting) is also
required for the implementation of the Scheme. In addition, following the
Court Meeting, the Scheme must be sanctioned by the Court. Finally, a copy of
the Court Order must be delivered to the Registrar of Companies, upon which
the Scheme will become Effective. The Scheme must become Effective by no later
than the Long Stop Date.
· The Offer will also be conditional upon the expiration or
termination of the applicable waiting period under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (as amended).
· The Offer will be made in accordance with the Takeover
Code and on the terms and subject to the Conditions which are set out in
Appendix 1 to this Announcement and on the further terms and conditions that
will be set out in the Scheme Document.
· The Scheme Document, containing further information about
the Offer and notices of the Court Meeting and the General Meeting, and which
will be accompanied by the Forms of Proxy, will be published as soon as
reasonably practicable, and in any event within 28 days of this Announcement
(or such later time as Informa, Ascential and the Panel agree and, if
required, the Court may approve). The Scheme Document will specify the actions
to be taken by Ascential Shareholders and will contain an expected timetable
for the implementation of the Scheme.
· The Scheme is expected to become Effective in Q4 2024,
subject to the satisfaction or, where permitted, waiver of the Conditions set
out in Appendix 1 to this Announcement.
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Offer will be subject to the
Conditions and further terms set out in Appendix 1 to this Announcement and to
the full terms and conditions which will be set out in the Scheme Document.
Appendix 2 to this Announcement contains the sources of information and bases
of calculations of certain information contained in this Announcement.
Appendix 3 contains a summary of the irrevocable undertakings received in
relation to this Offer. Appendix 4 contains definitions of certain expressions
used in this summary and in this Announcement.
Enquiries:
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 & 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
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 +44 (0)20 7628 1000
Ascential)
Duncan Stewart
Geoff Iles
Nick Hopkins
Alex Penney
Goldman Sachs (Joint Financial Adviser to Ascential) +44 (0) 20 7774 1000
Anthony Gutman
Nick Harper
Alex Garner
Nuno Santos
Deutsche Numis (Joint Corporate Broker to Ascential) +44 (0)20 7260 1000
Nick Westlake
Stuart Ord
Jamie Loughborough
FTI Consulting LLP (Communications adviser to Ascential) +44 (0)20 3727 1000
Jamie Ricketts
Matt Dixon
Clifford Chance LLP is acting as legal adviser to Informa.
Slaughter and May is acting as legal adviser to Ascential.
Important notices about financial advisers
Morgan Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the UK
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.
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
Offer 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 Offer
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.
Numis Securities Limited (trading as "Deutsche Numis"), which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority, is
acting exclusively for Ascential as 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.
Inside Information
This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for making this Announcement on behalf of Ascential is
Naomi Howden (Company Secretary). The person responsible for making this
Announcement on behalf of Informa is Rupert Hopley (Company Secretary).
Further Information
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 an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Offer otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Offer will be made solely by means of the Scheme Document (or,
if the Offer is implemented by way of a Takeover Offer, the offer document)
which, together with any related forms of proxy, will contain the full terms
and conditions of the Offer, including details of how to vote in respect of
the Scheme. Any decision in respect of, or other response to, the Offer should
be made only on the basis of the information contained in the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the offer
document).
Ascential will prepare the Scheme Document to be distributed to Ascential
Shareholders. Ascential and Informa urge Ascential Shareholders to read the
Scheme Document (or any other document by which the Offer is made) in full
when it becomes available because it will contain important information
relating to the Offer, including details of how to vote in respect of the
Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Offer to Ascential
Shareholders who are not resident in the United Kingdom, may be restricted by
the laws of those jurisdictions and therefore persons into whose possession
this Announcement comes should inform themselves about and observe such
restrictions. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Ascential Shares with respect to the Scheme
at the Court meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the offer
document). 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
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Informa or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Offer(including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Offer is implemented by way of Takeover Offer (unless
otherwise permitted by applicable law or regulation), the Takeover Offer may
not be made, directly or indirectly, in or into, or by use of mails or any
other means or instrumentality (including, without limitation, facsimile,
e-mail or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer will not be
capable of acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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 the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Offer shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority
and the Listing Rules.
Additional information for US investors
The Offer relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which differ from
the disclosure requirements of the US tender offer and proxy solicitation
rules.
If, in the future, Informa exercises its right to implement the Offer by way
of a Takeover Offer, which is to be made into the US, such Takeover Offer will
be made in compliance with the applicable US laws and regulations, including
Section 14(e) and Regulation 14E under the US Exchange Act. Such a Takeover
Offer would be made in the US by Informa and no one else.
In the event that the Offer is implemented by way of Takeover Offer, in
accordance with, and to the extent permitted by, the Takeover Code and normal
UK market practice, Morgan Stanley and their respective affiliates may
continue to act as exempt principal traders or exempt market makers in
Ascential Shares on the London Stock Exchange and will engage in certain other
purchasing activities consistent with their respective normal and usual
practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US
Exchange Act. In addition, Informa, its affiliates, their advisers and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Ascential outside the Offer, such as in
open market purchases or privately negotiated purchases, during the period in
which the Offer remains open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the US and would
comply with applicable law, including UK laws and the US Exchange Act. Any
such purchases by Informa or its affiliates will not be made at prices higher
than the price of the Offer provided in this Announcement unless the price of
the Offer is increased accordingly. Any information about such purchases or
arrangements to purchase shall be disclosed as required under UK laws and will
be available to all investors (including US investors) via the Regulatory
Information Service and shall be available on the London Stock Exchange
website at www.londonstockexchange.com (http://www.londonstockexchange.com) .
To the extent that such information is required to be publicly disclosed in
the UK in accordance with applicable regulatory requirements, this information
will, as applicable, also be publicly disclosed in the United States.
It may be difficult for US holders of Ascential Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Offer, since Informa and Ascential are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Ascential Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Offer nor this Announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, or determined if the information contained in this
Announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a US holder as consideration for
the transfer of its Ascential Shares pursuant to the Offer will likely be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each US holder of
Ascential Shares is urged to consult their independent legal, tax and
financial advisers regarding the tax consequences of the Offer applicable to
them, including under applicable US state and local, as well as overseas and
other, tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Informa or Ascential may contain statements about Informa and
Ascential that are or may be deemed to be forward looking statements. All
statements other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Informa's
or Ascential's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on Informa's or Ascential's
business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Informa and Ascential about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward looking statements, including: increased competition, the loss of or
damage to one or more key customer relationships, changes to customer ordering
patterns, delays in obtaining customer approvals for engineering or price
level changes, the failure of one or more key suppliers, the outcome of
business or industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and tax rates,
changes in raw materials or energy market prices, changes in laws, regulations
or regulatory policies, developments in legal or public policy doctrines,
technological developments, the failure to retain key management, or the
timing and success of future offer opportunities or major investment projects.
Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such forward looking
statements should therefore be construed in light of such factors. Neither
Informa nor Ascential, nor any of their respective associates or directors,
officers or advisers, provides 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. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. All subsequent
oral or written forward looking statements attributable to any member of the
Informa Group or the Ascential Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Informa and Ascential expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Ascential for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Ascential.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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(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 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 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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Informa's website at
https://informa.com/investors/informaandascential and Ascential's website at
https://www.ascential.com/Recommended-Offer-for-Ascential-by-Informa by no
later than 12.00 noon (London Time) on the Business Day following the
publication of this Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Information relating to Ascential Shareholders
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 during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, Ascential Shareholders,
participants in the Ascential Share Plans and persons with information rights
may request a hard copy of this Announcement, free of charge, by contacting
Ascential's registrars, Equiniti, during business hours on +44 (0) 371 384
2848, or by submitting a request in writing to Equiniti, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA, United Kingdom. If calling from outside
of the UK, please ensure the country code is used. For persons who receive a
copy of this Announcement in electronic form or via a website notification, a
hard copy of this Announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements and
information in relation to the Offer are sent to them in hard copy form.
Please note that Equiniti cannot provide any financial, legal or tax advice
and calls may be recorded and monitored for security and training purposes.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Class 2 transaction
The Offer constitutes a Class 2 transaction for Informa for the purposes of
the Listing Rules. For the purposes of LR 10.4.1 R (Notification of Class 2
transactions), the gross assets and profit before tax of Ascential for FY2023
were £1,606.3 million and £10.6 million respectively.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement contains inside information
FOR IMMEDIATE RELEASE
24 July 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 Companies Act 2006
1. Introduction
The boards of Informa and Ascential are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued ordinary share capital of Ascential.
The Offer is intended to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act (although Informa reserves the right to
effect the Offer by way of a Takeover Offer, subject to the consent of the
Panel and the terms of the Co-operation Agreement).
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and
further terms set out below and in Appendix 1 to this Announcement, and to be
set out in the Scheme Document, Ascential Shareholders will be entitled to
receive:
For each Ascential Share held: 568 pence in cash
The Offer values the entire issued and to be issued share capital of Ascential
at approximately £1.2 billion on a fully diluted basis.
The Cash Consideration represents a premium of approximately:
· 53 per cent. to the Closing Price of 371 pence per
Ascential Share on 22 July 2024 (being the last trading day before the
commencement of the Offer Period);
· 61 per cent. to the thirty day volume weighted average
price of 352 pence per Ascential Share to 22 July 2024 (being the last trading
day before the commencement of the Offer Period); and
· 67 per cent. to the sixty day volume weighted average
price of 340 pence per Ascential Share to 22 July 2024 (being the last trading
day before the commencement of the Offer Period).
In addition, Informa and Ascential have agreed that if the Hudson Disposal
completes prior to the date of the Sanction Hearing, Net Sale Proceeds will
(subject to the approval of the Ascential Board) be returned to Ascential
Shareholders by way of a cash dividend and Ascential Shareholders will be
entitled to keep that dividend without any reduction of the Cash Consideration
payable under the Offer.
Informa expects significant revenue opportunities to arise through
combination, including through cross selling and expansion into fast growth
economies where Informa has an established position. Informa also expects
c.£12 million of annual cost savings and efficiency improvements by combining
Ascential into Informa's operating platform. Combined with tax benefits that
can be realised post combination, Informa believes the Offer implies a low
double-digit multiple of enterprise value to Ascential's estimated EBITDA in
2025.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of Ascential
Shares (other than the Permitted Dividend (if any)), Informa reserves the
right to reduce the Cash Consideration by an amount equal to all or part of
any such dividend and/or other distribution and/or return of capital, in which
case Ascential Shareholders would be entitled to receive and retain any such
dividend and/or other distribution and/or return of capital authorised,
declared, made or paid.
If and to the extent that any such dividend, distribution or return of value
is authorised, declared, made or paid or becomes payable on or prior to the
Effective Date (other than the Permitted Dividend (if any)), and Informa
exercises its rights under this paragraph 2 to reduce the Cash Consideration
payable under the terms of the Offer, Informa shall make an announcement in
respect of the exercise of that right and any reference in this Announcement
to the Cash Consideration payable under the terms of the Offer shall be deemed
to be a reference to the Cash Consideration as so reduced.
It is expected that the Scheme Document (including details of the Court
Meeting and the General Meeting), and the Forms of Proxy accompanying the
Scheme Document, will be published as soon as reasonably practicable, and in
any event within 28 days of this Announcement (or such later time as Informa,
Ascential and the Panel agree and, if required, the Court may approve) and the
Scheme will become Effective in Q4 2024, subject to the satisfaction or, where
permitted, waiver of the Conditions set out in the Appendix 1 to this
Announcement.
An expected timetable of principal events relating to the Offer and further
information on the actions to be taken by the Ascential Shareholders will be
provided in the Scheme Document.
3. Background to and reasons for the Offer
Informa believes it is uniquely positioned to provide the global platform and
operations to enable Ascential's divisions to continue their strong growth
trajectory. This includes the substantial support, investment and expansion
that comes with being part of a broader operating group and, more specifically
through:
1. Nurturing and growing major B2B Brands… Lions and
Money20/20 are leading, global, events-led platforms with premium brands in
structurally attractive sectors. Informa has a strong track record of
nurturing and growing major events brands, having built a portfolio of 600+
brands across 20+ specialist sectors over the last 15 years. The addition of
Lions and Money20/20 makes for a powerful combination, with a blueprint for
delivering further growth and expansion.
2. FinTech… Informa sees exciting opportunities for
Money20/20 to benefit from its complementary activities in the sector and its
international infrastructure, by, for example, helping extend Money20/20 into
the Middle East and Africa, where there is currently rapid growth and
significant investment in financial technology, particularly around payments.
This includes in the Kingdom of Saudi Arabia, where Informa has established a
leading position through its joint venture partnership Tahaluf, and where the
financial technology sector is the focus for major investment and growth.
There is a clear opportunity to create a more dynamic, international franchise
with opportunities for cross-promotion of other events and services, powered
by the access Informa can provide to new sectors and fast growth economies.
3. Marketing… The Lions platform has three core components.
Firstly, Cannes Lions is a must-attend, global event celebrating creativity
and sitting at the heart of the Marketing industry. Cannes Lions uniquely
delivers benchmark awards for creativity and generates delegate and
sponsorship revenues in addition to award entry revenues. Secondly, the
relationships and first party information that Lions has built over its 70
year festival history have allowed it to develop new products that offer
valuable data, analytics and insights to customers on a subscription basis.
Thirdly, Lions provides tailored, strategic advisory services that transform
their customers' businesses in the creative marketing and effectiveness space,
while deepening their relationships with the brand.
Informa intends to make Lions the centre-piece of a new business, Informa
Festivals, designed to showcase the value of experience-led, festival brands -
a fast growing area in the B2B events space. Informa already has a number of
its own major experience-led, festival brands such as the Monaco Yacht Show
(Luxury), London Tech Week (Future Tech) and Black Hat (Cyber Security).
Informa sees the opportunity to create significant value from further
developing its own Festival brands, in combination with Lions' expertise, and
accelerating the broader experience-led transformation of its wider B2B
portfolio.
4. Global operating platform… Informa has an established,
global operating platform with the capacity and capability to support and
further expand the impact of Ascential's businesses as well as provide
meaningful career growth opportunities for Ascential colleagues. Informa's
ability to amortise operating costs across a much broader revenue base is
expected to deliver efficiencies in areas such as technology platforms,
licensing, procurement and other shared operations. Furthermore, Informa can
provide access to new sectors and fast growth economies, including an
extensive network of event profiles and venue contracts, and deep
relationships with independent contractors, trade associations, local
authorities and governments across the world.
5. First Party Data… In recent years, Informa has made
significant investment in IIRIS, a centralised First Party Data and Analytics
Platform for collecting, collating and managing B2B customer data arising
through event registration, face-to-face activity, digital content and online
activity. This has improved customer engagement and customer knowledge,
enabling Informa to deliver more effective marketing and increase the value
and efficiency of products, including the launch of new services like Lead
Insights and Beacon Discovery. It believes all of Ascential's businesses will
benefit from access to IIRIS and Informa's broader digital expertise, as well
as the Informa Group's ability to invest at scale in similar growth
initiatives.
This combination of strengths supports Informa's belief that it provides a
unique platform to support future growth and value creation from Ascential's
brands.
Informa also believes there is a strong cultural fit between the two
companies. Both have colleagues at the heart of their strengths and values,
with teams of specialists organised around industry sectors, along with deep
knowledge and long-term industry relationships. Ascential's teams will work
closely with Informa colleagues on growth and expansion, with all the
additional support, investment and access to further professional
opportunities that come with being part of a broader operating platform.
As demonstrated by Informa's headline results published today for the first
half of 2024 and the highlights from Ascential's interim results provided
below, both Ascential and Informa are currently delivering outstanding
operating performances, highlighted by both companies' double-digit underlying
revenue growth. The strength of this operating momentum and forward visibility
makes this the perfect time to combine the complementary strengths of Informa
and Ascential and make the most of the growing demand for premium, live B2B
experiences.
Financial effects
· Efficient Capital Allocation… The acquisition of Ascential
completes Informa's three-year Reinvestment Programme that started with the
divestment of the Informa Intelligence Portfolio for £2.5 billion (£200
million of revenue sold at an average enterprise value/EBITDA multiple of 28x)
and has been followed by reinvestment into Winsight, Tarsus, HIMSS and now
Ascential (£600 million of revenue bought at an average post-synergy
enterprise value/EBITDA multiple of c. 11x).
o these portfolio changes have been combined with over £1.4 billion of
capital returns to Informa shareholders through share buybacks; and
o as part of the Reinvestment Programme, Informa retained a 6.7 per cent.
stake in the Pharma Intelligence business (Norstella) and a 20 per cent stake
in Maritime Intelligence. Following strong operating performances and
expressions of interest from third parties, the Informa Group is reviewing its
full portfolio of retained minority investments to determine the best route to
unlock value from these interests.
· Revenue acceleration… Informa sees opportunities to accelerate
revenues post combination, including through cross promotion, product
extension and international expansion. The expansion of its FinTech franchise,
which is forecast to have combined revenues of more than £100 million, is
expected to have an immediate impact, with more than £10 million of
incremental revenues forecast from 2025 through cross selling across the
expanded customer base and deploying the Money20/20 brand internationally.
· Strong earnings accretion… Informa expects the addition of
Ascential to deliver 5 per cent.+ accretion to adjusted earnings per share in
the first full year of ownership, based on strong revenue growth and c.£12
million of annual cost savings and efficiency improvements.
· Return on investment… The addition of Ascential is expected to
deliver a post-tax return on invested capital in excess of Informa's long-term
cost of capital within 2 to 3 full financial years post completion.
· Balance sheet strength… The strength of Informa's balance sheet and
strong cash generation, including estimated adjusted free cash flow of over
£740 million for 2024, is enabling it to make a cash offer for Ascential.
Based on Informa's assumptions for growth and operating synergies, it expects
pro-forma leverage at year-end to remain at the upper end of its target
leverage range of 1.5x to 2.5x Net Debt to EBITDA, deleveraging towards the
mid-point of the range through 2025.
4. Recommendation
The Ascential Directors, who have been so advised by BofA Securities and
Goldman Sachs as to the financial terms of the Offer, consider the terms of
the Offer 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. BofA Securities and Goldman
Sachs are providing independent financial advice to the Ascential Directors
for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Ascential Directors intend to unanimously recommend that
Ascential Shareholders vote (or procure votes) in favour of the Scheme at the
Court Meeting and to vote (or procure votes) in favour of the Ascential
Resolution(s) at the General Meeting as the Ascential Directors who (or whose
immediate family) beneficially hold Ascential Shares have irrevocably
undertaken to do (or procure to be done), in respect of 602,718 Ascential
Shares in total, representing in aggregate approximately 0.3 per cent. of the
ordinary share capital of Ascential in issue as at the Latest Practicable
Date. Further details of these undertakings, including the circumstances in
which they cease to be binding, are set out in Appendix 3 to this
Announcement.
5. Background to and reasons for the recommendation
Ascential is a specialist events-led, intelligence and advisory business which
takes the world's leading brands and professional communities to the heart of
'what's next' for their respective industries.
The Ascential Board has successfully delivered a strategy to unlock
significant value for Ascential Shareholders through a strategic review
process commencing in January 2023 and culminating in agreements to sell its
WGSN and Digital Commerce businesses as announced in October 2023. Following
the separation, Ascential became a pure-play operator of two of the highest
quality and renowned global events businesses, Cannes Lions and Money20/20.
This transformation of Ascential has provided the foundation for the
continuing business to thrive through a greater focus on Ascential's unique
position as a focussed, events-led platform with world-leading premium
divisions and a clear strategy for continued delivery on its growth plans. The
sales of its WGSN and Digital Commerce businesses for combined proceeds of
£1.2 billion, both of which completed in the first quarter of 2024, also
enabled Ascential to return over £750 million of sale proceeds to Ascential
Shareholders by way of a tender offer and special dividend in the second
quarter of 2024, together with a further £9 million returned to its
shareholders via its £100 million share buy-back programme.
Through the first half of 2024, Ascential has continued to perform well,
delivering double-digit growth in both the Marketing (Lions) and Financial
Technology (Money20/20) segments and building on the strong momentum from
2023. These business segments deliver diverse, sustainable revenue streams
spanning live events, benchmark awards, digital subscriptions and advisory
services. The outlook for the Ascential Group remains robust, with momentum in
the business expected to deliver constant currency growth rates in 2024
towards the top-end of Ascential's medium-term growth targets. Ascential
remains confident about the medium-term targets confirmed in its recent
capital markets day and the Ascential Board has conviction in the ongoing
execution of Ascential's strategy and that its successful delivery will create
significant value for Ascential Shareholders over the medium-term.
Informa's interest in acquiring the shares of Ascential was unsolicited. The
Ascential Board has a fiduciary duty to Ascential Shareholders, and to all
stakeholders, to fully assess any proposal regarding a potential offer to
acquire Ascential. The Ascential Board concluded that Informa's initial
proposals did not reflect an appropriate valuation for Ascential and its
future prospects. Following further approaches by Informa, the most recent
proposal reached a level of 568 pence per Ascential Share in cash. Following
significant detailed analysis and careful review, the Ascential Board
concluded that this proposal from Informa was at an acceptable level for the
Ascential Board to recommend to its shareholders.
In considering the financial terms of the Offer and determining whether the
Offer reflected an appropriate valuation of Ascential and its future
prospects, the Ascential Board has taken into account a number of factors
including that the Offer represents:
· a level of certainty and acceleration of delivering value
to Ascential Shareholders weighed against the Ascential Board's internal
valuation of the business net of inherent business execution risks
underpinning the delivery of future value;
· an immediate and significant premium to the current share
price, reflective of the significant premium value inherent in Ascential,
whilst also providing shareholders with certainty of value in cash;
· a premium of 53 per cent. to the Closing Price of 371
pence per Ascential Share on 22 July 2024 (being the last trading day before
the commencement of the Offer Period);
· a premium of 61 per cent. to the thirty day volume
weighted average price of 352 pence per Ascential Share to 22 July 2024 (being
the last trading day before the commencement of the Offer Period); and
· a premium of 67 per cent. to the sixty day volume
weighted average price of 340 pence per Ascential Share to 22 July 2024 (being
the last trading day before the commencement of the Offer Period).
The Ascential Board also recognises that the combination of the Offer and
£759 million of value returned via tender offer, special dividend and share
repurchases in 2024 aggregates in total to £2.0 billion in value returned to
Ascential Shareholders, which is 2.1x greater than the market capitalisation
of Ascential at close of business on 24 January 2023, the day prior to the
announcement of the conclusions of its strategic review.
In considering the Offer, the Ascential Board has taken into account
Informa's stated intentions for Ascential and its management, employees and
other stakeholders.
The Ascential Board recognises a significant opportunity to create value by
combining Ascential's two unique B2B divisions, Lions and Money20/20, with
Informa. As part of Informa's platform, the Ascential Board believes the reach
and impact of Ascential's divisions can be accelerated. As a leading operator
of Live B2B Events globally, with more than 600 B2B brands in 20+ specialist
sectors across more than 30 countries, Informa can provide access to new
sectors as well as an extensive network of suppliers and relationships with
venues, trade associations, local authorities and governments across the
world.
Following careful consideration of the financial terms of the Offer, the
combination of value and certainty that the terms of the Offer provide to
Ascential Shareholders, and the above factors, the Ascential Directors intend
to recommend unanimously the Offer to Ascential Shareholders.
6. Information relating to Ascential
Ascential takes the world's leading brands to the heart of what's next for
their industries. Ascential does this through its events, intelligence
products and advisory services. Ascential's 700 people serve a global customer
base from more than 100 countries in the large and growing Marketing and
Financial Technology sectors.
Ascential intends to publish its interim results for the six months ended 30
June 2024 shortly, highlights of which are as follows:
· Ascential's performance for the six months ended 30 June 2024 has
been strong with revenue of approximately £158 million and 15 per cent.
organic growth in comparison to the same period last year (HY 2023: £136.1
million);
· both the Marketing and Financial Technology segments achieved double
digit revenue growth;
· 15 per cent. revenue growth in the Marketing segment was driven by an
over 10 per cent. increase in delegate volumes while sponsorship customer
numbers were more than 20 per cent. higher;
· revenue in the Financial Technology segment grew by 14 per cent. with
the first half seeing the successful launch of Money20/20 Asia which delivered
over £6 million in revenue, attracting over 3,000 attendees;
· Ascential maintains a strong balance sheet with a net cash position
of approximately £19 million as at 30 June 2024; and
· given the normal balance between first and second half trading and in
light of the strong performance for the first half of 2024 and visibility into
the second half of 2024, Ascential expects to report constant currency revenue
growth rates for the full year to 31 December 2024 towards the top-end of its
medium-term growth targets, driven by momentum in the Marketing segment in
particular.
7. Strategic plans, directors, management, employees,
pensions, research and development and locations
Informa's strategic plans for Ascential
Informa recognises that Lions and Money20/20 are market-leading, global,
events-led platforms with premium brands in structurally attractive sectors.
Informa believes it is uniquely placed to provide a global platform and
operations for Ascential's divisions to continue their strong growth
trajectory. Informa has a strong track record of creating, nurturing and
growing major B2B event brands, having built a portfolio of 600+ brands across
20+ sectors over the last 15 years. Informa's intention is to provide the
platform, capabilities, investment and support to nurture and further develop
Ascential's brands.
As set out further below, Informa intends for Ascential's teams to continue to
focus on growth and expansion, with access to Informa's international network
and with all the additional support, investment and professional opportunities
that come with being part of a broader operating platform.
Informa notes the three core components within the Lions platform. Firstly,
Cannes Lions is a must-attend, global event celebrating creativity and sitting
at the heart of the Marketing industry. Cannes Lions uniquely delivers
benchmark awards for creativity and generates delegate and sponsorship
revenues in addition to award entry revenues. Secondly, the relationships and
first party data that Lions has accumulated over its 70 year festival history
have allowed it to develop new products that offer valuable data, analytics
and insights to customers on a subscription basis. Thirdly, Lions provides
tailored, strategic advisory services that transform their customers'
businesses in the creative marketing and effectiveness space, while deepening
their relationships with the brand. Informa intends to make Lions the
centre-piece of a new business, Informa Festivals, designed to showcase the
value of experience-led, festival brands - a fast growing area in the B2B
events space.
Informa sees exciting opportunities for Money20/20 to benefit from its
complementary activities in the sector and its international infrastructure,
by, for example, helping extend Money20/20 into the Middle East and Africa,
where there is currently rapid growth and significant investment in financial
technology, particularly around payments. There is a clear opportunity to
create a more dynamic, international franchise with opportunities for
cross-promotion of other events and services, powered by the access Informa
can provide to new markets and fast growth economies.
In addition, Informa believes all of Ascential's businesses will benefit from
access to IIRIS (a centralised First Party Data and Analytics Platform for
collecting, collating, managing B2B customer data arising through event
registration, face-to-face activity, digital content and online activity) and
Informa's broader digital expertise, as well as the combined group's ability
to invest at scale in similar growth initiatives.
Informa's ability to amortise operating costs across a much broader revenue
base is expected to deliver efficiencies in areas such as technology
platforms, licensing, procurement and other shared operations. Informa expects
that the integration of Ascential could deliver cost savings of c.£12 million
for the period of 12 months from the Effective Date. These savings are
expected to be realised across a number of areas, including efficiencies in
PLC and other duplicative central costs, technology platforms/licencing and
procurement, both centrally and in B2B event operations. More than half of
these savings are expected to relate to headcount reductions (approximately
6-8 per cent. of the Ascential workforce) and are expected to be focused on
group/head office roles and central services roles, primarily driven by
duplication of roles and the reduction of corporate roles.
Colleagues and management
Colleagues sit at the heart of both Informa and Ascential, with the growth and
value of both businesses wholly dependent on the skills, experience and
commitment of colleagues around the world. Therefore, Informa is putting
significant focus on ensuring the combination of Ascential into Informa is
managed effectively, minimizing disruption and providing all colleagues with
as much clarity and certainty as possible.
Informa is a company where people and culture are embedded within business
strategy and much importance is placed on colleagues feeling supported and
developing rewarding careers. Internal mobility and professional development
are priorities, and the breadth and international reach of Informa's business
will create many new opportunities for Ascential colleagues.
Ascential's brands will become an integral part of Informa's events business
and Informa intends that the Lions and Money20/20 businesses will operate
within the Informa Connect operating division.
Following the Effective Date, Informa intends to undertake a six-month period
called "The Discovery Period" to allow colleagues from both businesses to get
to know each other better, to plan how best to combine and see where the best
growth opportunities lie. This will provide everyone with a period of
certainty and security, with time to reflect, whilst continuing to work for
customers and deliver the targets that have been set for the enlarged Informa
Group.
Informa also confirms that, following the Effective Date, it will review the
terms, conditions and benefits arrangements that apply to Ascential
colleagues. However, for 12 months following the Effective Date, Informa has
agreed that the value of Ascential colleagues' compensation arrangements will
be no less favourable than at the Effective Date, that existing enhanced
redundancy terms will be maintained, and that Informa will safeguard the
statutory rights of Ascential colleagues and recognise their continuous
service.
In relation to those colleagues who work in group/ head office roles and other
central services roles, Informa intends to make workforce changes, including
headcount reductions. Any workforce changes will be subject to comprehensive
planning and engagement with affected colleagues and their representatives,
including as required by applicable law. Wherever possible, any headcount
reductions will be realised through redeployment opportunities, voluntary
redundancies and/or natural attrition. If there are any headcount reductions
during the Discovery Period, any affected Ascential colleagues will continue
to receive their salary and benefits up to the end of the Discovery Period, in
addition to any severance package they may be entitled to.
Save as set out above, Informa does not intend to make material headcount
reductions.
It is intended that, with effect from the Effective Date, each of the
non-executive directors of Ascential shall resign from their office and be
paid in lieu of their notice periods.
Informa intends to put in place appropriate incentive arrangements for certain
members of the Ascential management following the Effective Date. Informa has
not entered into, nor had any discussions on the terms, content, scope or form
of its proposals in relation to any such incentive arrangements but intends to
have discussions with certain members of Ascential management prior to the
Effective Date.
It is not anticipated that the Offer will have any impact on the terms and
conditions of employment for the employees of the Informa Group, or the
balance of the skills and functions of the employees and management of the
Informa Group following the Effective Date or on the location of its business
including its headquarters.
Pensions
Informa does not intend to change defined contribution pension rates or member
admission/ eligibility criteria. Ascential does not operate a defined benefit
pension scheme.
Headquarters, locations, fixed assets and research and development
Ascential's head office and head office functions, including its PLC
headquarters are located in High Holborn in London and it also has offices in
New York and Singapore. Following the Effective Date, Informa intends to carry
out a review in the 12 month period following the Effective Date of all
Ascential's office locations to work out the best way Ascential colleagues can
collaborate with Informa colleagues and maximise the benefits of working
alongside each other, including by combining offices. Informa intends there
will be a reduction in the number of offices globally as a result of this
review, however Informa does not currently have any intentions in relation to
specific Ascential office locations.
Ascential does not currently have a research and development function and
Informa does not have any intentions in this regard. Informa has no intention
to redeploy the fixed assets of Ascential.
Trading Facilities
Ascential Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange. As set out in paragraph 12, 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
London Stock Exchange, and steps will be taken to re-register Ascential as a
private limited company.
None of the statements in this paragraph 7 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
8. Ascential Share Plans
Participants in the Ascential Share Plans will be contacted regarding the
effect of the Offer on their options and awards under the Ascential Share
Plans and appropriate proposals, which reflect their options and awards under
the Ascential Share Plans, will be made to such participants in due course.
Details of the impact of the Scheme on each of the Ascential Share Plans and
the proposals will be set out in the Scheme Document and in separate letters
to be sent to participants in the Ascential Share Plans.
9. Financing
The Cash Consideration payable by Informa pursuant to the Offer will be funded
by a dedicated Offer finance facility of up to £1.25 billion provided by
Morgan Stanley Bank, N.A. pursuant to the terms of the Facility Agreement.
Morgan Stanley, as financial adviser to Informa, is satisfied that sufficient
resources are available to Informa to enable it to satisfy in full the Cash
Consideration payable under the terms of the Offer.
Further information on the financing of the Offer will be set out in the
Scheme Document.
10. Offer-related arrangements
Confidentiality Agreement
On 17 July 2024, Informa and Ascential entered into a confidentiality
agreement (the "Confidentiality Agreement") in connection with the Offer,
pursuant to which, amongst other things, Informa has undertaken to keep
confidential information relating to Ascential and/or to the Offer and not to
disclose it to third parties (with certain exceptions). These confidentiality
obligations will remain in force until the earlier of (i) 24 months from the
date of the Confidentiality Agreement; and (ii) the date of completion of the
Offer, except where expressly provided otherwise in the terms of the
Confidentiality Agreement.
The Confidentiality Agreement also contains undertakings from Informa that,
for a period of 12 months from the date of the Confidentiality Agreement,
Informa and its affiliates shall not solicit or endeavour to entice away
certain employees of Ascential or the Ascential Group.
The Confidentiality Agreement also contains standstill provisions which
restricted Informa from acquiring or offering to acquire interests in the
securities of Ascential, with those restrictions ceasing to apply upon the
release of this Announcement.
Clean Team Agreement
On 24 July 2024, Informa and Ascential entered into a clean team agreement
which sets out, among other things, how confidential information that is
competitively sensitive can be disclosed, used or shared between Informa's
clean team individuals and/or external advisers retained by Informa and
Ascential's clean team individuals and/or external advisers retained by
Ascential.
Co-operation Agreement
On 24 July 2024, Informa and Ascential entered into a co-operation agreement
("Co-operation Agreement") in relation to the Offer. Pursuant to the
Co-operation Agreement, amongst other things:
· Informa has agreed to use all reasonable endeavours to
obtain the regulatory clearances and authorisations necessary to satisfy the
Conditions set out in paragraph 3(a) to 3(d) of Part A of Appendix 1 to this
Announcement as soon as is reasonably practicable and in any event in
sufficient time to enable the Effective Date to occur prior to the Long Stop
Date;
· the parties have agreed to (i) certain provisions that
shall apply with respect to the Ascential Share Plans, its other incentive
arrangements and other employee-related matters (further details of which will
be provided in the Scheme Document); and (ii) certain provisions if the Offer
should switch to a Takeover Offer; and
· Informa has also agreed to provide Ascential with certain
information for the purposes of the Scheme Document and to otherwise assist
with the preparation of the Scheme Document.
The Co-operation Agreement shall terminate in certain customary circumstances,
including but not limited to:
· if agreed in writing between Informa and Ascential;
· upon written notice served by Informa to Ascential if the
Ascential Director's recommendation in respect of the Offer changes in a
manner that is adverse in the context of the Offer;
· upon written notice by either Informa or Ascential to the
other if: (i) prior to the Long Stop Date, a third party offer for Ascential
becomes effective or is declared or becomes unconditional; (ii) if the Offer
(whether implemented by way of the Scheme or the Takeover Offer) is withdrawn,
terminates or lapses in accordance with its terms and (where required) with
the permission of the Panel, unless such lapse or withdrawal: (a) is as a
result of a switch to a Takeover Offer; or (b) is to be followed promptly by a
firm intention announcement (under Rule 2.7 of the Takeover Code) made by
Informa or any person acting in concert with Informa to implement the Offer by
a different offer or scheme on substantially the same or improved terms, and
such announcement is made within 5 Business Days of such lapse or withdrawal;
(iii) prior to the Long Stop Date: (a) any Condition which has not been waived
is (or has become) incapable of satisfaction by the Long Stop Date and,
notwithstanding that it has the right to waive such Condition, Informa has
stated in writing that it shall not do so; or (b) any Condition which is
incapable of waiver is (or has become) incapable of satisfaction by the Long
Stop Date, in each case in circumstances where the invocation of the relevant
Condition is permitted by the Panel; (iv) if the Scheme is not approved at the
Court Meeting, the Ascential Resolutions are not passed at the General Meeting
or the Court refuses to sanction the Scheme; or (v) unless otherwise agreed by
the parties in writing or required by the Panel, the Effective Date has not
occurred by the Long Stop Date; and
· on the Effective Date.
11. Structure of the Offer
Structure
It is intended that the Offer will be implemented by means of a Court-approved
scheme of arrangement between Ascential and the Scheme Shareholders under Part
26 of the Companies Act. Informa reserves the right to elect to effect the
Offer by way of a Takeover Offer (subject to the consent of the Panel (where
necessary) and the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for Informa (and/or one of its
wholly-owned subsidiaries) to become the holders of the entire issued and to
be issued ordinary share capital of Ascential. This is to be achieved by the
transfer of the Scheme Shares to Informa (and/or one of its wholly-owned
subsidiaries), in consideration for which Scheme Shareholders will receive the
Cash Consideration on the basis set out in paragraph 2 of this Announcement.
Informa reserves the right to elect that some or all of the Scheme Shares are
acquired by a wholly-owned subsidiary of Informa.
The Cash Consideration payable under the terms of the Offer will be despatched
to Ascential Shareholders within 14 days of the Effective Date.
Conditions to the Offer
The Offer is subject to the Conditions, certain further terms referred to in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document, and shall only become Effective if, among other
things, the following events occur on or before the Long Stop Date:
· a resolution to approve the Scheme is passed by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote) at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders;
· the Ascential Resolution(s) required to implement the
Offer are duly passed by Ascential Shareholders at the General Meeting (which
will require approval of Ascential Shareholders representing at least 75 per
cent. of the votes validly cast at such General Meeting, either in person or
by proxy);
· following the Court Meeting and the General Meeting, the
Scheme is sanctioned by the Court (without modification, or with modification
on terms agreed by Informa and Ascential); and
· following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraph 2 of Part A of Appendix 1 to this Announcement
provide that the Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on
or before the 22(nd) day after the expected date of such meetings to be set
out in the Scheme Document in due course (or such later date, if any, (a) as
Informa and Ascential may agree or (b) (in a competitive situation) as may be
specified by Informa with the consent of the Panel, and in each case that (if
so required) the Court may allow);
· the Court hearing to sanction the Scheme is not held on
or before the 22(nd) day after the expected date of such hearing to be set out
in the Scheme Document in due course (or such later date, if any, (a) as
Informa and Ascential may agree or (b) (in a competitive situation) as may be
specified by Informa with the consent of the Panel, and in each case that (if
so required) the Court may allow); or
· the Scheme does not become Effective on or before the
Long Stop Date (or such later date, if any, (a) as Informa and Ascential may
agree or (b) (in a competitive situation) as may be specified by Informa with
the consent of the Panel, and in each case that (if so required) the Court may
allow).
The Offer will also be conditional upon the expiration or termination of the
applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (as amended).
Effect of the Scheme and publication of the Scheme Document
Subject to the satisfaction (or, where applicable, waiver) of the Conditions
and the further terms set out in Appendix 1 to this Announcement, the Scheme
is expected to become Effective in Q4 2024.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) entitlements to Ascential Shares held
within the CREST system will be cancelled; and (iii) share certificates in
respect of Ascential Shares will cease to be valid. Ascential Shareholders
shall be required to return share certificates to Ascential or destroy them
following the Effective Date.
Any Ascential Shares issued before the Scheme Record Time will be subject to
the terms of the Scheme and any Ascential Shares issued following the Scheme
Record Time will be transferred to Informa (or as it may direct) in exchange
for the same consideration as would be due under the Scheme (in each case,
subject to the Scheme becoming Effective in accordance with its terms). The
Ascential Resolution(s) at the General Meeting will, amongst other matters,
provide that the Ascential Articles be amended to incorporate provisions
requiring any Ascential Shares issued after the Scheme Record Time (other than
to Informa and/or its nominees) to be automatically transferred to Informa
(and, where applicable, for the Cash Consideration to be paid to the original
recipient of the Ascential Shares so issued) on the same terms as the Offer
(other than terms as to timings and formalities). The provisions of the
Ascential Articles (as amended) will avoid any person (other than Informa and
its nominees) holding shares in the capital of Ascential after the Effective
Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and General Meeting, will be set out in the
Scheme Document. The Scheme Document, together with the associated Forms of
Proxy, will be made available to Ascential Shareholders as soon as reasonably
practicable, and in any event within 28 days of this Announcement (or such
later time as Informa, Ascential and the Panel agree and, if required, the
Court may approve). The General Meeting is expected to be held immediately
after the Court Meeting.
The Scheme will be governed by English law and is subject to the jurisdiction
of the Court. The Scheme will also be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the Listing Rules.
12. De-listing and re-registration
Prior to the Scheme becoming Effective, it is intended that applications will
be made to the London Stock Exchange to cancel trading in Ascential Shares on
its main market for listed securities and to the FCA to cancel the listing of
the Ascential Shares from the premium segment of the Official List (or the
segment of the Official List for ESCCs, if applicable at the time of
application), in each case with effect from or shortly following the Effective
Date. The last day of dealings in, and registration of transfers of, Ascential
Shares on the main market of the London Stock Exchange is expected to be the
Business Day immediately prior to the Effective Date and no transfers will be
registered after 6.00 pm (London time) on that date.
It is also proposed that, following the Effective Date and after its shares
are delisted, Ascential will be re-registered as a private limited company
under the relevant provisions of the Companies Act.
13. Disclosure of interests in Ascential
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 4 of this Announcement,
neither Informa, nor any of its directors, nor, so far as Informa is aware,
any person acting in concert (within the meaning of the Takeover Code) with
any of them for the purposes of the Offer had:
(i) any interest in or right to subscribe for any relevant
securities of Ascential;
(ii) any short positions in respect of relevant securities of
Ascential (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery;
(iii) borrowed or lent any relevant securities of Ascential
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any
borrowed relevant securities of Ascential which had been either on-lent or
sold; or
(iv) entered into any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover Code.
"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
It has not been possible for Informa to make enquiries of all of its concert
parties in advance of the release of this Announcement. Therefore, if Informa
becomes aware, following the making of such enquiries, that any of its concert
parties have any interests in relevant securities of Ascential, all relevant
details in respect of Informa's concert parties will be included in the
Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Takeover Code which must be made on or before 12 noon (London
time) on 6 August 2024.
14. General
Informa reserves the right to elect (with the consent of the Panel and subject
to the terms of the Co-operation Agreement) to implement the Offer by way of a
Takeover Offer for the entire issued and to be issued ordinary share capital
of Ascential as an alternative to the Scheme. In such event, the Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments to reflect,
among other things, the change in method effecting the Offer (including,
without limitation) inclusion of an acceptance condition set at 90 per cent.
of the Ascential Shares (or such lesser percentage as Informa may decide
after, to the extent necessary, consultation with the Panel, being in any case
more than 50 per cent. of the Ascential Shares), the inclusion of a long-stop
date on which the Takeover Offer will cease to proceed, will lapse or will be
withdrawn in certain circumstances, and those amendments required by, or
deemed appropriate by, Informa under applicable law.
The Offer will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document in due course. The sources and bases of certain
financial information contained in this Announcement are set out in Appendix 2
to this Announcement. A summary of the irrevocable undertakings given in
relation to the Offer is contained in Appendix 3 to this Announcement. Certain
terms used in this Announcement are defined in Appendix 4 to this
Announcement.
Morgan Stanley, BofA Securities, Goldman Sachs and Deutsche Numis have each
given and not withdrawn their consent to the inclusion in this Announcement of
the references to their names in the form and context in which they appear.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Such offer will be contained in the Scheme
Document. Ascential Shareholders are advised to read carefully the Scheme
Document and associated Forms of Proxy once they have been dispatched.
The availability of the Offer to Ascential Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Ascential Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay.
15. Documents available on website
Copies of the following documents will be made available on Informa's and
Ascential's websites at https://informa.com/investors/informaandascential and
https://www.ascential.com/Recommended-Offer-for-Ascential-by-Informa
respectively by no later than noon on the Business Day following this
Announcement and until the end of the Offer:
· this Announcement;
· the irrevocable undertakings referred to in paragraph 4
of this Announcement and summarised in Appendix 3 to this Announcement;
· the documents relating to the financing of the Offer
referred to in paragraph 9 of this Announcement;
· the Confidentiality Agreement referred to in paragraph 10
of this Announcement;
· the Co-operation Agreement referred to in paragraph 10 of
this Announcement;
· the Clean Team Agreement referred to in paragraph 10 of
this Announcement; and
· the written consent letter from each of Morgan Stanley,
BofA Securities and Goldman Sachs as referred to in paragraph 14 of this
Announcement.
The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Enquiries:
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 & 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
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 +44 (0)20 7628 1000
Ascential)
Duncan Stewart
Geoff Iles
Nick Hopkins
Alex Penney
Goldman Sachs (Joint Financial Adviser to Ascential) +44 (0) 20 7774 1000
Anthony Gutman
Nick Harper
Alex Garner
Nuno Santos
Deutsche Numis (Joint Corporate Broker to Ascential) +44 (0)20 7260 1000
Nick Westlake
Stuart Ord
Jamie Loughborough
FTI Consulting LLP (Communications adviser to Ascential) +44 (0)20 3727 1000
Jamie Ricketts
Matt Dixon
Clifford Chance LLP is acting as legal adviser to Informa.
Slaughter and May is acting as legal adviser to Ascential.
Important notices about financial advisers
Morgan Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the UK
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.
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
Offer 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 Offer
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.
Numis Securities Limited (trading as "Deutsche Numis"), which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority), is
acting exclusively for Ascential as 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.
Inside Information
This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for making this Announcement on behalf of Ascential is
Naomi Howden (Company Secretary). The person responsible for making this
Announcement on behalf of Informa is Rupert Hopley (Company Secretary).
Further Information
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 an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Offer otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Offer will be made solely by means of the Scheme Document (or,
if the Offer is implemented by way of a Takeover Offer, the offer document)
which, together with any related forms of proxy, will contain the full terms
and conditions of the Offer, including details of how to vote in respect of
the Scheme. Any decision in respect of, or other response to, the Offer should
be made only on the basis of the information contained in the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the offer
document).
Ascential will prepare the Scheme Document to be distributed to Ascential
Shareholders. Ascential and Informa urge Ascential Shareholders to read the
Scheme Document (or any other document by which the Offer is made) in full
when it becomes available because it will contain important information
relating to the Offer, including details of how to vote in respect of the
Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Offer to Ascential
Shareholders who are not resident in the United Kingdom, may be restricted by
the laws of those jurisdictions and therefore persons into whose possession
this Announcement comes should inform themselves about and observe such
restrictions. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Ascential Shares with respect to the Scheme
at the Court meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the offer
document). 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
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Informa or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Offer is implemented by way of Takeover Offer (unless
otherwise permitted by applicable law or regulation), the Takeover Offer may
not be made, directly or indirectly, in or into, or by use of mails or any
other means or instrumentality (including, without limitation, facsimile,
e-mail or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer will not be
capable of acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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 the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Offer shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority
and the Listing Rules.
Additional information for US investors
The Offer relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which differ from
the disclosure requirements of the US tender offer and proxy solicitation
rules.
If, in the future, Informa exercises its right to implement the Offer by way
of a Takeover Offer, which is to be made into the US, such Takeover Offer will
be made in compliance with the applicable US laws and regulations, including
Section 14(e) and Regulation 14E under the US Exchange Act. Such a Takeover
Offer would be made in the US by Informa and no one else.
In the event that the Offer is implemented by way of Takeover Offer, in
accordance with, and to the extent permitted by, the Takeover Code and normal
UK market practice, Morgan Stanley and their respective affiliates may
continue to act as exempt principal traders or exempt market makers in
Ascential Shares on the London Stock Exchange and will engage in certain other
purchasing activities consistent with their respective normal and usual
practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US
Exchange Act. In addition, Informa, its affiliates, their advisers and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Ascential outside the Offer, such as in
open market purchases or privately negotiated purchases, during the period in
which the Offer remains open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the US and would
comply with applicable law, including UK laws and the US Exchange Act. Any
such purchases by Informa or its affiliates will not be made at prices higher
than the price of the Offer provided in this Announcement unless the price of
the Offer is increased accordingly. Any information about such purchases or
arrangements to purchase shall be disclosed as required under UK laws and will
be available to all investors (including US investors) via the Regulatory
Information Service and shall be available on the London Stock Exchange
website at www.londonstockexchange.com (http://www.londonstockexchange.com) .
To the extent that such information is required to be publicly disclosed in
the UK in accordance with applicable regulatory requirements, this information
will, as applicable, also be publicly disclosed in the United States.
It may be difficult for US holders of Ascential Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Offer, since Informa and Ascential are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Ascential Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this Announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Offer nor this Announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, or determined if the information contained in this
Announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a US holder as consideration for
the transfer of its Ascential Shares pursuant to the Offer will likely be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each US holder of
Ascential Shares is urged to consult their independent legal, tax and
financial advisers regarding the tax consequences of the Offer applicable to
them, including under applicable US state and local, as well as overseas and
other, tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Informa or Ascential may contain statements about Informa and
Ascential that are or may be deemed to be forward looking statements. All
statements other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Informa's
or Ascential's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on Informa's or Ascential's
business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Informa and Ascential about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward looking statements, including: increased competition, the loss of or
damage to one or more key customer relationships, changes to customer ordering
patterns, delays in obtaining customer approvals for engineering or price
level changes, the failure of one or more key suppliers, the outcome of
business or industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and tax rates,
changes in raw materials or energy market prices, changes in laws, regulations
or regulatory policies, developments in legal or public policy doctrines,
technological developments, the failure to retain key management, or the
timing and success of future offer opportunities or major investment projects.
Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such forward looking
statements should therefore be construed in light of such factors. Neither
Informa nor Ascential, nor any of their respective associates or directors,
officers or advisers, provides 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. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. All subsequent
oral or written forward looking statements attributable to any member of the
Informa Group or the Ascential Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Informa and Ascential expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Ascential for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Ascential.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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(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 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 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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Informa's website at
https://informa.com/investors/informaandascential and Ascential's website at
https://www.ascential.com/Recommended-Offer-for-Ascential-by-Informa
(https://www.ascential.com/Recommended-Offer-for-Ascential-by-Informa) by no
later than 12.00 noon (London Time) on the Business Day following the
publication of this Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Information relating to Ascential Shareholders
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 during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, Ascential Shareholders,
participants in the Ascential Share Plans and persons with information rights
may request a hard copy of this Announcement, free of charge, by contacting
Ascential's registrars, Equiniti, during business hours on +44 (0) 371 384
2848, or by submitting a request in writing to Equiniti, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA, United Kingdom. If calling from outside
of the UK, please ensure the country code is used. For persons who receive a
copy of this Announcement in electronic form or via a website notification, a
hard copy of this Announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements and
information in relation to the Offer are sent to them in hard copy form.
Please note that Equiniti cannot provide any financial, legal or tax advice
and calls may be recorded and monitored for security and training purposes.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Class 2 transaction
The Offer constitutes a Class 2 transaction for Informa for the purposes of
the Listing Rules. For the purposes of LR 10.4.1 R (Notification of Class 2
transactions), the gross assets and profit before tax of Ascential for FY2023
were £1,606.3 million and £10.6 million respectively.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE OFFER
Part A: CONDITIONS TO THE SCHEME AND THE OFFER
Long Stop Date
1. The Offer will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the Takeover Code, by not
later than the Long Stop Date.
Scheme approval Conditions
2. The Scheme will be subject to the following Conditions:
(a) (i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and who represent not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders; and (ii) such Court Meeting and any such separate class meeting
(or any adjournment thereof) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date, if any, (a) as Informa and Ascential may agree or
(b) (in a competitive situation) as may be specified by Informa with the
consent of the Panel, and in each case that (if so required) the Court may
allow);
(b) (i) the Ascential Resolution(s) being duly passed by the
requisite majority or majorities of Ascential Shareholders at the General
Meeting (or any adjournment thereof); and (ii) such General Meeting being held
on or before the 22nd day after the expected date of such meeting to be set
out in the Scheme Document in due course (or such later date, if any, (a) as
Informa and Ascential may agree or (b) (in a competitive situation) as may be
specified by Informa with the consent of the Panel, and in each case that (if
so required) the Court may allow);
(c) (i) the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being on terms acceptable
to Ascential and Informa); and (ii) Court hearing to sanction the Scheme being
held on or before the 22nd day after the expected date of such hearing to be
set out in the Scheme Document in due course (or such later date, if any, (a)
as Informa and Ascential may agree or (b) (in a competitive situation) as may
be specified by Informa with the consent of the Panel, and in each case that
(if so required) the Court may allow); and
(d) the delivery of a copy of the Court Order to the Registrar of
Companies.
General Conditions
3. In addition, subject as stated in Part B of this Appendix
1, and to the requirements of the Panel, Informa and Ascential have agreed
that the Offer will be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective will not be
taken unless the following Conditions (as amended if appropriate) have been
satisfied or, where relevant, waived:
Antitrust
United States
(a) all required filings having been made under the United
States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and
the rules and regulations made thereunder and all applicable waiting periods,
and any extensions thereof, made thereunder relating to the Offer have
expired, lapsed or been terminated;
Other third party clearances
(b) other than in respect of or in connection with the Condition
set out in paragraph 3(a), no Third Party having given notice of a decision to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and in each case, not having withdrawn
the same), or having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute, regulation,
decision, order or change to published practice (and in each case, not having
withdrawn the same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture or
alter the terms envisaged for such divestiture by any member of the Wider
Informa Group or by any member of the Wider Ascential Group of all or any part
of its businesses, assets or property (including, shares or other securities
(or equivalent)) or impose any limitation on the ability of all or any of them
to conduct their businesses (or any part thereof) or to own, control or manage
any of their assets or properties (or any part thereof) to an extent which is
material in the context of the Wider Informa Group or the Wider Ascential
Group, in either case taken as a whole;
(ii) require any member of the Wider Informa Group or the Wider
Ascential Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider Ascential Group or
the Wider Informa Group or any asset owned by any third party (other than in
the implementation of the Offer, or, if applicable, pursuant to sections 974
to 991 of the Companies Act), which is material in the context of the Wider
Informa Group or the Wider Ascential Group, in either case taken as a whole;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Informa Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in, or to exercise voting
or management control over, any member of the Wider Ascential Group;
(iv) otherwise materially adversely affect any or all of the
business, assets, profits, or prospects of the Wider Ascential Group and the
Wider Informa Group taken as a whole;
(v) result in any member of the Wider Ascential Group or any
member of the Wider Informa Group ceasing to be able to carry on business
under any name under which it presently carries on business, to an extent
which is material in the context of the Wider Informa Group or the Wider
Ascential Group, in either case taken as a whole;
(vi) make the Offer or its implementation void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevent or prohibit, restrict, restrain, or materially
delay or materially interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise materially
challenge, impede or interfere with, or require material amendment of the
Offer;
(vii) impose any material limitation on or result in any material
delay in the ability of any member of the Wider Informa Group or any member of
the Wider Ascential Group to conduct, integrate or co-ordinate all or any part
of its business with all or any part of the business of any other member of
the Wider Informa Group and/or the Wider Ascential Group in a manner which is
materially adverse in the context of the Wider Informa Group or Wider
Ascential Group, in either case taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Offer or otherwise intervene having expired, lapsed or been
terminated;
(c) other than in respect of or in connection with the Condition
set out in paragraph 3(a), all filings, applications and/or notifications
which are necessary in connection with the Offer having been made and all
relevant waiting periods and other time periods (including any extensions
thereof) under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory
or regulatory obligations in any jurisdiction having been complied with in
connection with the Offer or the carrying on by any member of the Wider
Ascential Group of a material part of its business;
(d) other than in respect of or in connection with the Condition
set out in paragraph 3(a), all necessary Authorisations for the proposed Offer
to acquire any shares or other securities in, or control of, Ascential by any
member of the Wider Informa Group having been obtained on terms reasonably
satisfactory to Informa from all necessary Third Parties, and all such
Authorisations, together with all Authorisations which are necessary or
appropriate to carry on the business of any member of the Wider Ascential
Group that is material in the context of the Wider Ascential Group, remaining
in full force and effect and all filings necessary for such purpose have been
made and there being no notice or intimation of any intention to revoke,
suspend, restrict, modify or not to renew any of the same at the time at which
the Offer becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with;
Certain matters arising as a result of any arrangement, agreement, etc.
(e) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Ascential Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the Offer or
because of a change in the control or management of any member of the Wider
Ascential Group or otherwise, would reasonably be expected to result in, in
each case to an extent which is material in the context of the Wider Ascential
Group as a whole:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to, any member
of the Wider Ascential Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider Ascential Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or business
of any member of the Wider Ascential Group in or with any other person or body
or firm or company (or any agreement or arrangement relating to any such
interests or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or liability arising
or any action being taken thereunder;
(iii) any member of the Wider Ascential Group ceasing to be able
to carry on business under any name under which it presently carries on
business, to an extent which is material in the context of the Wider Ascential
Group taken as a whole;
(iv) any assets or interests of any member of the Wider Ascential
Group being or failing to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider Ascential Group otherwise than in the ordinary
course of business;
(v) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider Ascential Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen), becoming enforceable;
(vi) the business, assets, profits, value of, or the financial or
trading position or prospects of, any member of the Wider Ascential Group
being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Ascential Group, other than trade
creditors or other liabilities incurred in the ordinary course of business;
(viii) any liability of any member of the Wider Ascential Group to
make any severance, termination, bonus or other payment to any of its
directors or other officers other than in the ordinary course of business or
as permitted or countenanced by the Co-operation Agreement; or
(ix) any requirement of any member of the Wider Ascential Group to
acquire, subscribe, pay up or repay any shares or other securities (or the
equivalent),
and, no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Ascential Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would or would
reasonably be expected to result in any of the events or circumstances as are
referred to in Conditions 3(e)(i) to 3(e)(ix), in each case to an extent or in
a manner which is material in the context of the Wider Ascential Group taken
as a whole;
Certain events occurring since 31 December 2023
(f) except as Disclosed, no member of the Wider Ascential Group
having since 31 December 2023:
(i) save as between Ascential and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries and save for the issue
of Ascential Shares on the exercise of options and the vesting of awards under
the Ascential Share Plans, issued or agreed to issue or authorised or proposed
or announced its intention to authorise or propose the issue, of additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the transfer or sale
of Ascential Shares out of treasury;
(ii) other than the Permitted Dividend (if any), recommended,
declared, paid or made or proposed or agreed to recommend, declare, pay or
make any bonus issue, dividend or other distribution (whether payable in cash
or otherwise) other than dividends (or other distributions whether payable in
cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of
Ascential to Ascential or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Offer (and except for
transactions between Ascential and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Ascential and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings, in each case to an extent which is material in
the context of the Wider Ascential Group taken as a whole;
(iv) except for transactions between Ascential and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of
Ascential and except for transactions in the ordinary course of business
disposed of, or transferred, mortgaged or created any security interest over
any material asset or any right, title or interest in any asset or authorised,
proposed or announced any intention to do so to an extent which, in each case,
is material in the context of the Wider Ascential Group taken as a whole;
(v) except for transactions between Ascential and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of
Ascential issued, authorised, made or proposed or announced an intention to
issue, authorise or make any change in or to the terms of any debentures or
loan capital or become subject to any contingent liability or incurred or
increased any indebtedness to an extent which, in each case, is material in
the context of the Wider Ascential Group taken as a whole;
(vi) entered into any licence or other disposal of intellectual
property rights of any member of the Wider Ascential Group, which are material
in the context of the Wider Ascential Group taken as a whole and outside of
the ordinary course of business;
(vii) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) (otherwise than in the ordinary course of business) which is of a
long term, unusual or onerous nature or magnitude or which is or which
involves or could reasonably be expected to involve an obligation of a nature
or magnitude which in any such case, is material in the context of the
Ascential Group, or which is or is reasonably expected to be materially
restrictive on the business of any member of the Wider Ascential Group to an
extent which, in each case, is material in the context of the Wider Ascential
Group taken as a whole;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of any contract, service
agreement, commitment or arrangement with any director or senior executive of
any member of the Wider Ascential Group, except for salary increases, bonuses
or variations of terms in the ordinary course;
(ix) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any employee of the Wider Ascential
Group, which, taken as a whole, are material in the context of the Wider
Ascential Group taken as a whole;
(x) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital, to an extent which is
material in the context of the Wider Ascential Group taken as a whole;
(xi) waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the context of the Wider
Ascential Group taken as a whole;
(xii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Ascential Group and any other person in a
manner which would, or would reasonably be expected to, have a material
adverse effect on the financial position of the Wider Ascential Group taken as
a whole;
(xiii) made any alteration to its memorandum or articles of
association or other incorporation documents (in each case, other than in
connection with the Offer);
(xiv) in relation to any pension scheme or other retirement, leaving
service or death benefit arrangement established for any directors, former
directors, employees or former employees of any entity in the Wider Ascential
Group or their dependants and established by a member of the Wider Ascential
Group (a "Relevant Pension Plan"), except in relation to changes made or
agreed as a result of, or arising from, changes to legislation, made or agreed
or consented to any change to:
(A) the terms of the trust deeds and rules constituting any
Relevant Pension Plan;
(B) the contributions payable to any Relevant Pension Plan or to
the benefits which accrue, or to the pensions which are payable, thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of
any Relevant Pension Plan are funded, valued, made, agreed or consented to,
where to do so has or is reasonably likely to have a material impact on the
Wider Ascential Group;
(xv) established or proposed the establishment of any Relevant
Pension Plan to the extent which is material in the context of the Wider
Ascential Group taken as a whole, and other than as required in accordance
with applicable law;
(xvi) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business which is material in the context of the Wider Ascential
Group taken as a whole;
(xvii) (other than in respect of a member of the Wider Ascential Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(xviii) entered into or implemented any joint venture, asset or profit
sharing arrangement, partnership or merger of business or corporate entities
which is material in the context of the Wider Ascential Group taken as a
whole;
(xix) taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval of Ascential
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code; or
(xx) entered into any agreement, arrangement, commitment or contract
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3(f);
No adverse change, litigation, regulatory enquiry or similar
(g) except as Disclosed, since 31 December 2023 there having
been:
(i) no adverse change and no circumstance having arisen which
would be or would reasonably be expected to result in any material adverse
change in, the business, assets, value, financial or trading position or
profits or prospects or operational performance of any member of the Wider
Ascential Group which is material in the context of the Wider Ascential Group
taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Ascential Group is or
may become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Ascential Group, in each case which is or
would be expected to be material in the context of the Wider Ascential Group
taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Ascential Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Ascential
Group, in each case which would reasonably be expected to have a material
adverse effect on the Wider Ascential Group taken as a whole;
(iv) no contingent or other liability having arisen or become
apparent to Informa or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider
Ascential Group to an extent which is material in the context of the Wider
Ascential Group taken as a whole;
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Ascential Group which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which would
reasonably be expected to have a material adverse effect on the Wider
Ascential Group taken as a whole; and
(vi) no member of the Wider Ascential Group having conducted its
business in breach of any applicable laws and regulations in manner which is
material in the context of the Wider Ascential Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(h) except as Disclosed, Informa not having discovered that:
(i) any financial, business or other information concerning
the Wider Ascential Group publicly announced before the date of the
Announcement or disclosed at any time to any member of the Wider Informa Group
by or on behalf of any member of the Wider Ascential Group before the date of
this Announcement is misleading, contains a misrepresentation of any fact, or
omits to state a fact necessary to make that information not misleading, and
which is, in any case, material in the context of the Wider Ascential Group
taken as a whole;
(ii) any member of the Wider Ascential Group or any partnership,
company or other entity in which any member of the Wider Ascential Group has a
significant economic interest and which is not a subsidiary undertaking of
Ascential is subject to any liability, contingent or otherwise, which is
material in the context of the Wider Ascential Group taken as a whole;
(iii) any past or present member of the Wider Ascential Group has
not complied with any applicable legislation, regulations or other
requirements of any jurisdiction or any Authorisations relating to the use,
treatment, storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any material
liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Ascential Group, in each
case to an extent which is material in the context of the Wider Ascential
Group taken as a whole;
Intellectual property
(i) except as Disclosed and since 31 December 2023, no
circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider Ascential
Group, including:
(i) any member of the Wider Ascential Group losing its title
to any intellectual property used in its business, or any intellectual
property owned by any member of the Wider Ascential Group and material to its
business being revoked, cancelled or declared invalid; or
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of the Wider
Ascential Group to, or the validity or effectiveness of, any intellectual
property; or
(iii) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Ascential Group of the Wider
Ascential Group being terminated or varied,
in each case which would have a material adverse effect on the Wider Ascential
Group taken as a whole;
Anti-corruption, sanctions and criminal property
(j) except as Disclosed, Informa not having discovered:
(i) (i) any past or present member, director, officer or
employee of the Wider Ascential Group is or has at any time engaged in any
activity, practice or conduct (or omitted to take any action) which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, as amended, or any other anti-corruption legislation
applicable to the Wider Ascential Group or (ii) any past or present member of
the Wider Ascential Group or any person that performs or has performed
services for or on behalf of the Wider Ascential Group is or has at any time
engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or
any other applicable anti-corruption legislation;
(ii) any asset of any member of the Wider Ascential Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
(iii) any past or present member, director, officer or employee of
the Wider Ascential Group or any other person for whom any such person may be
liable or responsible, has engaged in any business with, made any investments
in, made any funds or assets available to or received any funds or assets
from: (i) any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by applicable US, UK or European
Union laws or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control or HM Treasury &
Customs; or (ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states or any other
governmental or supranational body or authority in any jurisdiction, except as
may have been licensed by the relevant authority; or
(iv) a member of the Wider Ascential Group has engaged in any
transaction or conduct which would cause any member of the Wider Ascential
Group or the Wider Informa Group to be in breach of any applicable law or
regulation upon the completion of the Offer, including any economic sanctions
of the United States Office of Foreign Assets Control or HM Treasury &
Customs, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom or the European Union or any of its member states.
Part B: FURTHER TERMS OF THE OFFER
1. The Conditions set out in paragraphs 2(a), 2(b) and 3(a) to
(j) (inclusive) of Part A above must each be fulfilled or (if capable of
waiver) be waived by Informa prior to the commencement of the Sanction
Hearing, failing which the Scheme will lapse.
2. Notwithstanding the paragraph above, subject to the
requirements of the Panel and the Takeover Code, Informa reserves the right in
its sole discretion to waive:
(a) the deadlines set out in paragraph 1 of Part A above, and
any of the deadlines set out in paragraphs 2(a)(ii), 2(b)(ii) and 2(c)(ii) of
Part A above for the timing of the Court Meeting, the General Meeting and/or
the Sanction Hearing. If any such deadline is not met, Informa will make an
announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with Ascential to extend the deadline in relation to the relevant Condition.
For the avoidance of doubt, the Conditions set out in paragraphs 2(a)(i),
2(b)(i). 2(c) (i) and 2(d) of Part A above cannot be waived; and
(b) in whole or in part, all or any of the above Conditions set
out in paragraphs 3(a) to (j) (inclusive) of Part A above.
3. Informa shall be under no obligation to waive or treat as
satisfied any of the Conditions that it is entitled (with the consent of the
Panel and subject to the requirements of the Takeover Code) to waive, by a
date earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
4. If Informa is required by the Panel to make an offer for
Ascential Shares under the provisions of Rule 9 of the Takeover Code, Informa
may make such alterations to any of the above Conditions and terms of the
Offer as are necessary to comply with the provisions of Rule 9.
5. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 6, Informa may only invoke a Condition so as to cause the Offer not
to proceed, to lapse or to be withdrawn with the consent of the Panel and any
Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived
by Informa. The Panel will normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of material
significance to Informa in the context of the Offer. This will be judged by
reference to the facts of each case at the time that the relevant
circumstances arise.
6. Conditions 1, 2(a), 2(b), 2(c) and 2(d) of Part A above
and, if applicable, any acceptance condition if the Offer is implemented by
means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover
Code.
7. The Ascential Shares to be acquired under the Offer will be
acquired with full title guarantee, fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with all rights
now or hereafter attaching or accruing to them, including, without limitation,
voting rights and the right to receive and retain in full all dividends and
other distributions and any return of capital (whether by reduction of share
capital or share premium account or otherwise) declared, made, paid or
becoming payable by reference to a record date falling on or after the
Effective Date (other than the Permitted Dividend (if any) and any dividend,
distribution or return of capital in respect of which a corresponding
reduction in the consideration payable under the terms of the Offer has been
made as described in paragraph 8 below).
8. Subject to the terms of the Offer, if, on or after the date
of this Announcement and on or prior to the Effective Date, any dividend
and/or other distribution and/or return of capital is authorised, declared,
made or paid or becomes payable in respect of Ascential Shares (other than the
Permitted Dividend (if any)), Informa reserves the right to reduce the Cash
Consideration payable under the terms of the Offer by an amount equal to all
or part of any such dividend and/or other distribution and/or return of
capital, in which case: (a) any reference in this Announcement or in the
Scheme Document to the Cash Consideration for the Ascential Shares will be
deemed to be a reference to the Cash Consideration as so reduced; and (b) the
relevant Ascential Shareholders will be entitled to receive and retain any
such dividend and/or other distribution and/or return of capital authorised,
declared, made or paid. To the extent that any such dividend, distribution or
return of capital is authorised, declared, made or paid or becomes payable:
(x) pursuant to the Offer on a basis which entitles Informa to receive the
dividend or distribution or return of capital and to retain it; or (y) is
subsequently cancelled, the Cash Consideration will not be subject to change
in accordance with this paragraph. Any exercise by Informa of its rights
referred to in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any revision or
variation of the Offer.
9. Informa reserves the right to elect (with the consent of
the Panel (where necessary) and subject to the terms of the Co-operation
Agreement) to implement the Offer by way of a Takeover Offer as an alternative
to the Scheme. In such event, the offer will be implemented on substantially
the same terms subject to appropriate amendments, including (without
limitation) an acceptance condition set at 90 per cent. (or such lesser
percentage as Informa may decide after, to the extent necessary, consultation
with the Panel, being in any case more than 50 per cent. of the Ascential
Shares), so far as applicable, as those which would apply to the Scheme.
Further, if sufficient acceptances of such Takeover Offer are received and/or
sufficient Ascential Shares are otherwise acquired, it is the intention of
Informa to apply the provisions of the Companies Act to acquire compulsorily
any outstanding Ascential Shares to which such Takeover Offer relates.
10. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable legal and regulatory requirements.
11. The Offer is not being made, directly or indirectly, in, into
or from, or by use of the mails of, or by any means of 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.
12. The Scheme will be governed by English law and is subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in this Appendix 1 to this Announcement, and to the full terms and Conditions
to be set out in the Scheme Document. The Offer will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange (including the Listing Rules) and the FCA.
13. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this Announcement:
1. all references to Ascential Shares are to Ascential
ordinary shares of 1.7 pence each;
2. the value of £1.2 billion attributed to the fully diluted
issued share capital of Ascential has been calculated based on 568 pence per
Ascential Share and:
(a) 203,766,832 Ascential Shares in issue; and
(b) a maximum of 7,520,133 Ascential Shares to be issued on the
exercise of options and vesting of awards under the Ascential Share Plans,
less
(c) 43,223 Ascential Shares held 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,
in each case as at the Latest Practicable Date;
3. unless stated otherwise, all prices quoted for Ascential
Shares are Closing Prices and are derived from Bloomberg;
4. volume weighted average prices are derived from Bloomberg;
5. the financial benefits of the Offer (including the expected
synergy, revenue, enterprise value/EBITDA multiple and leverage ratio numbers)
are unaudited and are based on analysis by Informa's management and on
Informa's internal records;
6. certain figures included in this Announcement have been
subject to rounding adjustments; and
7. unless otherwise stated, the financial information relating
to Ascential is extracted from the annual report and accounts of Ascential for
the relevant years, and the audited consolidated financial statements
contained therein have been prepared in compliance with United Kingdom
accounting standards, including IFRS and the Companies Act.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Ascential Directors
The following Ascential Directors have given irrevocable undertakings in
respect of the following Ascential Shares beneficially held by them (or their
immediate family) to vote (or procure the voting) in favour of the Scheme at
the Court Meeting and the Ascential Resolution(s) at the General Meeting (or,
if the Offer is implemented by means of a Takeover Offer, to accept or procure
the acceptance of the Takeover Offer):
Name Number of Ascential Shares Percentage of Ascential existing issued ordinary share capital
Scott Forbes 131,883 0.065 per cent.
Philip Thomas 182,346 0.089 per cent.
Mandy Gradden 249,669 0.123 per cent.
Suzanne Baxter 2,941 0.001 per cent.
Judy Vezmar 29,411 0.014 per cent.
Rita Clifton 6,470 0.003 per cent.
These irrevocable undertakings also extend to any Ascential Shares acquired by
the Ascential Directors as a result of the vesting of awards or the exercise
of options under the Ascential Share Plans.
The obligations of the Ascential Directors under these irrevocable
undertakings remain binding in the event a higher competing offer is made for
Ascential and will cease to be binding on the earlier of the following
occurrences:
· if Informa announces its election to implement the Offer
by way of a Takeover Offer, and the formal document containing the Takeover
Offer is not published within 28 days (or such longer period as the Panel may
agree) after the date of the announcement of such election unless, on or
before that date (as extended, if applicable), Informa announces its election
to implement the Offer by way of a Scheme or otherwise;
· the Scheme or Takeover Offer lapses or is withdrawn in
accordance with its terms and Informa publicly confirms that it does not
intend to proceed with the Offer or to implement the Offer by way of a
Takeover Offer or Scheme or otherwise;
· Informa announces, with the consent of the Panel, that it
does not intend to make or proceed with the Offer and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time; or
· the Scheme has not become effective by the Long Stop
Date; or
· any competing offer for Ascential is declared
unconditional or, if proceeding by way of a scheme of arrangement, becomes
effective.
Appendix 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Announcement" this announcement;
"Ascential" Ascential plc, a public limited company incorporated in England and Wales with
registered number 09934451;
"Ascential Articles" the articles of association of Ascential in force from time to time;
"Ascential Directors" or "Ascential Board" the directors of Ascential;
"Ascential FY2023 ARA" the annual report and accounts of Ascential for FY2023;
"Ascential Group" Ascential and its subsidiary undertakings and where the context permits, each
of them;
"Ascential Resolution(s)" such shareholder resolution(s) of Ascential as are necessary to approve,
implement and effect the Scheme and the Offer including, amongst other things,
to make certain amendments to the Ascential Articles;
"Ascential Share Plans" the Ascential plc Executive Performance Share Plan, the Ascential Restricted
Share Plan, the Ascential plc Executive Deferred Annual Bonus Plan, the
Ascential plc Employee Savings Related Share Option Plan, the Ascential plc
International Savings Related Share Option Plan, the Ascential plc U.S. Stock
Purchase Plan, the Ascential plc Employee Share Incentive Plan and the
Ascential plc International Employee Free Share Plan;
"Ascential Shareholders" the holders of Ascential Shares;
"Ascential Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
of 1.7 pence each in the capital of Ascential and any further such ordinary
shares which are unconditionally allotted or issued;
"Authorisations" regulatory authorisations, orders, determinations, recognitions, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"BofA Securities" Merrill Lynch International;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are open for business in the City of London;
"Cash Consideration" 568 pence in cash per Ascential Share;
"Clean Team Agreement" the clean team agreement dated 24 July 2024 between Informa and Ascential;
"Closing Price" the closing middle market price of an Ascential Share on a particular trading
day as derived from Bloomberg;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Conditions" the conditions to the implementation of the Offer, as set out in Part A of
Appendix 1 to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement between Informa and Ascential dated 17 July
2024;
"Co-operation Agreement" the agreement dated the date of this Announcement between Informa and
Ascential relating to, among other things, the implementation of the Offer;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court under Part 26 of the Companies Act for the purpose of considering and,
if thought fit, approving the Scheme, including any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Disclosed" the information: (i) disclosed by, or on behalf of Ascential; (ii) in the
Ascential FY2023 ARA; (iii) in this Announcement; (iv) in any other
announcement to a Regulatory Information Service by, or on behalf of Ascential
in the two years before the publication of this Announcement; (v) in the
virtual data room operated on behalf of Ascential for the purposes of the
Offer (which Informa and/or its advisers were able to access prior to the date
of this Announcement); or (vi) as otherwise fairly disclosed to Informa (or
its officers, employees, agents or advisers in each case in their capacity as
such) in writing before the date of this Announcement;
"Effective Date" the date on which either: (i) the Scheme becomes effective in accordance with
its terms; or (ii) (if Informa elects to implement the Offer by way of a
Takeover Offer, subject to Panel consent and the terms of the Co-operation
Agreement), the date on which such Takeover Offer becomes or is declared
unconditional in accordance with the requirements of the Takeover Code, and
"Effective" shall be construed accordingly;
"Equiniti" Equiniti Limited;
"ESCCs" the equity shares of commercial companies;
"Euroclear" Euroclear UK & International Limited;
"Excluded Shares" (i) any Ascential Shares of which Informa or any member of the Informa Group
is the holder or in which Informa or any member of the Informa Group is
beneficially interested at the Scheme Record Time; or (ii) any Ascential
Shares which are for the time being held by Ascential as treasury shares
(within the meaning of the Companies Act);
"Facility Agreement" the bridge facility agreement dated 24 July 2024 and entered into between,
amongst others, Informa as borrower and Morgan Stanley Bank, N.A. as original
lender;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000, or any successor regulatory body;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and General
Meeting which will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"FY2023" the financial year ended 31 December 2023;
"General Meeting" the general meeting of Ascential Shareholders (including any adjournment
thereof) to consider and, if thought fit, pass the Ascential Resolution(s);
"Goldman Sachs" Goldman Sachs International;
"Hudson Disposal" means an arm's length divestment by Ascential of its 89.7 per cent. interest
in Hudson MX;
"Hudson MX" Hudson MX Holdings, Inc.;
"HY2023" the financial half year ended 30 June 2023;
"Informa" Informa PLC, a public limited company incorporated under the laws of England
and Wales with registered number 08860726;
"Informa Group" Informa and its subsidiary undertakings and where the context permits, each of
them;
"Latest Practicable Date" 23 July 2024, being the last Business Day prior to the date of this
Announcement;
"Listing Rules" the rules and regulations made by the Financial Conduct Authority in its
capacity as the FCA under the Financial Services and Markets Act 2000, and
contained in the FCA's publication of the same name, as amended from time to
time;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 11.59 pm on 24 July 2025 or such later time or date, if any, (a) as Ascential
and Informa may agree, or (b) (in a competitive situation) as may be specified
by Informa with the consent of the Panel, and in each case that (if so
required) the Court may allow;
"Morgan Stanley" Morgan Stanley & Co. International plc;
"Net Sale Proceeds" means the cash consideration received by the Ascential Group in respect of the
Hudson Disposal on or before the date of the Sanction Hearing, less (i)
transaction-related costs and (ii) Hudson MX's operating cash outflows from 1
August 2024 to completion of the Hudson Disposal;
"Offer" the recommended Offer by Informa for the entire issued and to be issued
ordinary share capital of Ascential not already owned or controlled by the
Informa Group on the terms and subject to the conditions set out in this
Announcement, to be implemented by means of the Scheme (or by way of a
Takeover Offer, where Informa so elects under certain circumstances described
in this Announcement) and, where the context requires, any subsequent
revision, variation, extension or renewal thereof;
"Offer Period" the offer period (as defined by the Takeover Code) relating to Ascential,
which commenced on 23 July 2024;
"Official List" the Official List maintained by the FCA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" Ascential Shareholders (or nominees of, or custodians or trustees for
Ascential Shareholders) not resident in, or nationals or citizens of the
United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Permitted Dividend" any cash dividend of the Net Sale Proceeds which is paid or declared by
reference to a record date falling on or before the Effective Date;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
"Restricted Jurisdiction" any jurisdiction (other than the United Kingdom) into which making the Offer,
distributing information relating to the Offer, or paying consideration
pursuant to the Offer may result in a significant risk of civil, regulatory or
criminal exposure or would or may require Informa to comply with any
requirements which in its absolute discretion is regarded as unduly onerous;
"Sanction Hearing" the hearing of the Court of the application to sanction the Scheme under Part
26 of the Companies Act;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Ascential and Scheme Shareholders in connection with the Offer, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by Ascential and Informa;
"Scheme Document" the document to be sent to Ascential Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and General
Meeting;
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
pm on the date of the Court hearing to sanction the Scheme;
"Scheme Shareholder" a holder of Scheme Shares;
"Scheme Shares" all Ascential Shares:
(i) in issue at the date of the Scheme Document and which remain in issue at
the Scheme Record Time;
(ii) (if any) issued after the date of the Scheme Document and before the
Scheme Voting Record Time, which remain in issue at the Scheme Record Time;
and
(iii) (if any) issued at or after the Scheme Voting Record Time but on or
before the Scheme Record Time either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
the original or any subsequent holders thereof are, or shall have agreed in
writing to be, so bound, and in each case which remain in issue at the Scheme
Record Time,
in each case other than any Excluded Shares;
"Scheme Voting Record Time" the date and time to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined;
"Takeover Code" the City Code on Takeovers and Mergers (as amended from time to time);
"Takeover Offer" subject to the consent of the Panel and the terms of the Co-operation
Agreement, should the Offer be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by
or on behalf of Informa to acquire the entire issued and to be issued share
capital of Ascential, other than Ascential Shares owned or controlled by the
Informa Group and, where the context admits, any subsequent revision,
variation, extension or renewal of such offer;
"Third Party" each of a central bank, state, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative,
professional, fiscal or investigative body, court, trade agency, association,
institution, body, employee representative body, any entity owned or
controlled by any government or state, or any other body or person whatsoever
in any jurisdiction;
"uncertificated" a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Uncertificated Securities Regulations 2001
(as amended) may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act" the United States Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder;
"Wider Ascential Group" Ascential and associated undertakings and any other body corporate,
partnership, joint venture or person in which Ascential and all such
undertakings (aggregating their interests) have a direct or indirect interest
of more than 20 per cent. of the voting or equity capital or the equivalent;
and
"Wider Informa Group" Informa Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which Informa and all such
undertakings (aggregating their interests) have a direct or indirect interest
of more than 20 per cent. of the voting or equity capital or the equivalent.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OFFUSRVRSWUBURRRecent news on Informa
See all newsREG - Informa PLC - Transaction in Own Shares
AnnouncementREG - Informa PLC - Transaction in Own Shares
AnnouncementREG - Informa PLC - Transaction in Own Shares
AnnouncementREG - Informa PLC - Transaction in Own Shares
AnnouncementREG - Informa PLC - Transaction in Own Shares
Announcement