REG - Informa PLC Ascential PLC - Transaction Update

InformaAnnouncement

27/08/2024 16:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240827:nRSa8692Ba&default-theme=true

RNS Number : 8692B  Informa PLC  27 August 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

 

FOR IMMEDIATE RELEASE

 

27 August 2024

 

RECOMMENDED CASH OFFER

 

for

 

Ascential plc ("Ascential")

 

by

 

Informa PLC ("Informa")

 

to be effected by means of a scheme of arrangement under

Part 26 of the Companies Act 2006

 

Transaction Update

 

On 24 July 2024, the boards of directors of Ascential and Informa announced
that they had reached agreement on the terms of a recommended cash offer to be
made by Informa for the entire issued and to be issued share capital of
Ascential (the "Acquisition"), to be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

On 12 August 2024, Ascential published a circular in relation to the Scheme
(the "Scheme Document"). Capitalised terms used in this announcement shall,
unless otherwise defined, have the same meanings as set out in the Scheme
Document.

Acquisition Financing Syndication

As previously disclosed in the Scheme Document, Informa entered into a Term
Facility Agreement on 24 July 2024 between, amongst others, Informa and
Informa Group Holdings Limited as original borrowers and original guarantors,
Morgan Stanley Bank International Limited as mandated lead arranger and Morgan
Stanley Bank, N.A. as original lender. The Term Facility Agreement has today
been (i) amended pursuant to an amendment letter entered into between Informa
Group Holdings Limited and HSBC Bank plc (as agent) (the "Amendment Letter"),
and (ii) deemed amended via the exercise of clause 2.5 (More Favourable Terms)
of the Term Facility Agreement as evidenced by an amendment letter entered
into between Informa Group Holdings Limited and HSBC Bank plc (as agent) (the
"More Favourable Terms Amendment Letter"). Further details of the Term
Facility Agreement, including the key terms, availability and maturity of the
Term Facility Agreement, are set out in the Scheme Document.

Informa announces that on 27 August 2024, Morgan Stanley Bank, N.A.
successfully completed the syndication of a majority of its commitments under
the Term Facility Agreement (as more particularly discussed in the syndication
letter dated 24 July 2024 (the "Syndication Letter")) by way of a global
transfer certificate (the "Global Transfer Certificate").

A copy of the Syndication Letter is available, and a copy of the Global
Transfer Certificate, the Amendment Letter and the More Favourable Terms
Amendment Letter will be made available, on Informa's website at
https://informa.com/investors/informaandascential
(https://informa.com/investors/informaandascential) and on Ascential's website
at
https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa
(https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa)
.

Acquisition entities

 

As set out in the Scheme Document, the purpose of the Scheme is to provide for
Informa and/or one or more of its wholly-owned subsidiaries to become the
holders of the Scheme Shares with effect from the Effective Date. Informa now
confirms that it intends for the Scheme Shares to be acquired by Informa USA
Inc. and Informa Group Limited (in proportions reflective of the value of the
Ascential US business and non-US business respectively), each of which are
wholly-owned subsidiaries of Informa.

 

Timetable

As set out in the Scheme Document, shareholders of Ascential will vote on the
terms of the Acquisition on 4 September 2024. Subject to satisfaction (or
waiver, where applicable) of the relevant Conditions, the Acquisition is
expected to close in the fourth quarter of 2024 and, in any event, prior to
the Long Stop Date.

 

 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 and Communications                                                                                                               +44 (0)20 8052 2787

 Morgan Stanley (Sole financial adviser and corporate broker to Informa)                                                                                              +44 (0) 20 7425 8000
 Anthony Zammit
 Andrew Foster
 Nagib Ahmad
 Josh Williams

 Teneo (PR Adviser to Informa)
 Tim                                                                                                                                                                  +44 7583 413254
 Burt
 Ed Cropley                                                                                                                                                           +44 7492 949346

 Anthony di                                                                                                                                                           +44 7880 715975
 Natale

 

 

 

Important notice

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

 

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the offer document) which,
together with the Forms of Proxy, contains the full terms and Conditions of
the Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or any decision in respect of,
or other response to, the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, the offer document).

 

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.

 

This announcement does not constitute a prospectus or prospectus-equivalent
document.

 

Disclaimers

 

Morgan Stanley, which is authorised by the PRA and regulated by the FCA and
the PRA in the U.K., is acting as financial adviser exclusively for Informa
and no one else in connection with the matters set out in this announcement.
In connection with such matters, Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice in
connection with the contents of this announcement or any other matter referred
to herein.

 

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Informa, the Informa Directors or by Morgan Stanley or any
other person involved in the Acquisition. Neither the publication of this
announcement nor holding the Meetings, the Scheme Court Hearing, or filing the
Court Order shall, under any circumstances, create any implication that there
has been no change in the affairs of the Ascential Group or the Informa Group
since the date of this announcement or that the information in, or
incorporated into, this announcement is correct as at any time subsequent to
its date.

 

Overseas Shareholders

 

The availability of the Scheme and the Acquisition to Overseas Shareholders
may be affected by the laws of the relevant jurisdictions in which they are
resident. Overseas Shareholders should inform themselves of, and observe, any
applicable requirements. It is the responsibility of all Overseas Shareholders
to satisfy themselves as to the full compliance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.

 

The release, publication or distribution of this announcement in jurisdictions
other than the U.K. may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the U.K. should inform
themselves about, and observe, any applicable requirements.

 

In particular, the ability of persons who are not resident in the U.K. to vote
their Ascential Shares with respect to the Scheme at the Court Meeting or the
General Meeting, or to appoint another person as proxy, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with any such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. This announcement has been the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside England.

 

Unless otherwise determined by Informa or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such means from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from a Restricted Jurisdiction and persons receiving such (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted Jurisdictions.

 

If the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.

 

Additional information for U.S. investors

 

The Acquisition relates to shares in a U.K. company and is proposed to be made
by means of a scheme of arrangement under English company law. U.S. holders of
Ascential Shares should note that the Scheme relates to the shares of a U.K.
company that are not registered under the U.S. Exchange Act and will be
governed by English law. Neither the proxy solicitation rules nor the tender
offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover,
the Scheme will be subject to the disclosure requirement and practices
applicable in the U.K. to schemes of arrangement, which differ from the
disclosure requirements of the U.S. proxy solicitation rules and tender offer
rules. Financial information included in this announcement has been prepared
in accordance with accounting standards applicable in the U.K. that may not be
comparable to financial statements of U.S. companies. If Informa exercises its
right to implement the acquisition of the Ascential Shares by way of a
takeover offer, such offer will be made in compliance with applicable U.S.
securities laws and regulations to the extent applicable.

 

Financial information included in this announcement has been or will have been
prepared in accordance with accounting standards applicable in the U.K. that
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

 

The receipt of cash pursuant to the Acquisition by a U.S. holder of Ascential
Shares as consideration for the transfer of its Ascential Shares pursuant to
the Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Ascential Shareholder is urged to consult
with independent professional advisers immediately regarding the tax
consequences of the Acquisition applicable to it.

 

It may be difficult for U.S. holders of Ascential Shares to enforce their
rights and any claim arising out of the U.S. federal laws, since Informa and
Ascential are located in non-U.S. jurisdictions, and some or all of their
officers and directors may be residents of a non-U.S. jurisdiction. U.S.
holders of Ascential Shares may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgement.

 

Neither the United States Securities and Exchange Commission nor any U.S.
state securities commission has approved or disapproved the Acquisition,
passed upon the merits or fairness of the Acquisition or passed any opinion
upon the accuracy, adequacy or completeness of this announcement. Any
representation to the contrary is a criminal offence in the United States.

 

Forward looking statements

 

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Informa or the Informa Group contain statements which
are, or may be deemed to be, "forward-looking statements". Such
forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which
Informa or the Informa Group shall operate in the future and are subject to
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements.

 

Forward-looking statements include, among other things, statements concerning
the potential exposure of Informa and the Informa Group to market risks,
statements as to accretion and statements expressing management's
expectations, beliefs, estimates, forecasts, projections and assumptions,
including as to future potential cost savings, synergies, earnings, cash flow,
return on capital employed, production and prospects. These forward-looking
statements are identified by their use of terms and phrases such as "aims",
"anticipate", "believe", "could", "estimate", "expect", "goals", "hopes",
"intend", "may", "objectives", "outlook", "plan", "probably", "project",
"risks", "seek", "should", "target", "will", "would" and similar terms and
phrases.

 

By their very nature, forward-looking statements involve risks and
uncertainties. There are a number of factors that could affect the future
operations of Informa and the Informa Group and could cause those results to
differ materially from those expressed in the forward-looking statements
included in this announcement. Neither Informa nor the Informa Group, nor any
of their respective associates or directors, officers or advisers, provide any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential investors
are cautioned not to place any reliance on these forward-looking statements.

 

The forward-looking statements contained in this announcement speak only as at
the date of this announcement and are not intended to give any assurance as to
future results. Other than in accordance with their legal or regulatory
obligations, neither Informa nor the Informa Group is under any obligation,
and each such person expressly disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

 

Publication on a website

 

A copy of this announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Ascential and Informa's websites at
https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa
(https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa)
and https://informa.com/investors/informaandascential
(https://informa.com/investors/informaandascential) respectively by no later
than 12 noon (London time) on the Business Day following the date of this
announcement. For the avoidance of doubt, the content of these websites is not
incorporated into and do not form part of this announcement.

 

 

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  OUPEASPXAEELEFA