REG - Informa PLC UBM PLC - Recommended Offer for UBM plc by Informa PLC <Origin Href="QuoteRef">INF.L</Origin> <Origin Href="QuoteRef">UBM.L</Origin> - Part 3

InformaAnnouncement

30/01/2018 07:05

- Part 3: For the preceding part double click  ID:nRSd2991Db 

dividends, reflective of its free cash flow
growth. 
 
14.       Scheme process 
 
To become Effective, the Scheme requires, among other things, the approval of
a majority in number representing not less than ¾ths of the voting rights of
the Scheme Shareholders present and voting in person or by proxy at the Court
Meeting (and at any separate class meeting which may be required), which is
convened by order of the Court, and the passing of the resolutions necessary
to implement the Offer by the requisite majority of UBM Shareholders required
to pass such resolutions at the UBM General Meeting. The Scheme must also be
sanctioned by the Court and the Court Order must be delivered to the Registrar
of Companies for registration. 
 
The Conditions in paragraph 2 of Appendix 1 to this announcement provide that
the Scheme will lapse if: 
 
·          the Court Meeting and the UBM General Meeting are not held by 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 as may be agreed between
Informa and UBM and the Court may allow); 
 
·          the Court hearing to sanction the Scheme is not held by the 22nd
day after the expected date of the Court sanction hearing to be set out in the
Scheme Document in due course (or such later date as may be agreed between
Informa and UBM and the Court may allow); 
 
·          the Scheme does not become Effective by 11.59 p.m. on the Long Stop
Date (or such later date as may be agreed between Informa and UBM and the
Panel and the Court may allow). 
 
The Scheme Document will include full details of the Scheme, together with the
explanatory statement required pursuant to Article 126 of the Jersey Companies
Law and the notices convening the Court Meeting and the UBM General Meeting.
The Scheme Document will also contain the expected timetable for the Offer,
and will specify the necessary actions to be taken by UBM Shareholders. The
Scheme Document is expected to be posted to UBM Shareholders and, for
information only, to persons with information rights and to holders of options
granted under UBM Share Schemes, in March 2018 or as soon as practicable
following the date of this announcement, subject to agreement between Informa
and UBM, and the availability of the Jersey Court to approve the Scheme
Document for posting. Subject to the Scheme Document being posted as soon as
practicable following the date of this announcement (subject to the
availability of the Jersey Court to approve the Scheme Document for posting),
the Panel has consented to a posting date later than 28 days following the
announcement. 
 
Once the necessary approvals from UBM Shareholders and Informa Shareholders
have been obtained and the other Conditions have been satisfied or (where
applicable) waived and the Scheme has been approved by the Court, the Scheme
will become Effective upon delivery of the Court Order to the Registrar of
Companies for registration. Subject to the satisfaction of the Conditions, the
Scheme is expected to become Effective during the second quarter of 2018. 
 
15.       Interests in UBM 
 
As at close of business on 29 January 2018 (being the last Business Day prior
to the date of this announcement), neither Informa, nor any of the Informa
Directors, nor any member of the Informa Group, nor, so far as the Informa
Directors are aware, any person acting in concert with Informa for the
purposes of the Offer, had: 
 
·    any interest in, or right to subscribe for, any relevant securities of
UBM; 
 
·    any short position in (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 of, any relevant securities of UBM; or 
 
·    borrowed or lent, or entered into any financial collateral arrangements
or dealing arrangements in respect of, any relevant securities of UBM. 
 
Informa confirms that it has made an Opening Position Disclosure, setting out
the details required to be disclosed by it under Rule 8.1(a) of the Takeover
Code on 26 January 2018. 
 
UBM confirms that it has made an Opening Position Disclosure, setting out the
details required to be disclosed by it under Rule 8.2(a) of the Takeover Code
on 29 January 2018. 
 
16.       Informa General Meeting 
 
The Offer constitutes a Class 1 transaction for Informa for the purposes of
the Listing Rules. Accordingly, the Offer will be conditional on the approval
of the Informa Shareholders. The Informa General Meeting will be convened for
the purpose of approving the Offer and the allotment and issuance of the New
Informa Shares. It is expected that the Circular, containing details of the
Offer and notice of the Informa General Meeting, will be posted to Informa
Shareholders at or around the same time as the Scheme Document is posted to
UBM Shareholders, with the Informa General Meeting held at or around the same
time as the UBM Meetings. 
 
The Informa Directors consider the Offer to be in the best interests of
Informa and the Informa Shareholders as a whole and intend unanimously to
recommend that Informa Shareholders vote in favour of the resolutions to
approve the Offer to be proposed at the Informa General Meeting. 
 
The Informa Directors have received financial advice from Centerview Partners
(as lead financial adviser), BofA Merrill Lynch (as corporate broker and
financial adviser), Barclays (as sponsor, corporate broker and financial
adviser) and Rothschild (as financial adviser to the board of Informa) in
relation to the Offer. In providing their advice to the Informa Directors,
Centerview Partners, BofA, Barclays and Rothschild have relied upon the
commercial assessments of the Informa Directors. 
 
17.       Delisting and cancellation of trading 
 
Prior to the Scheme becoming Effective, UBM will make an application for the
cancellation of the listing of UBM Shares on the Official List and for the
cancellation of trading of UBM Shares on the London Stock Exchange's market
for listed securities in each case to take effect from or shortly after the
Effective Date. The last day of dealings in UBM 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 p.m. on
that date. 
 
18.       Prospectus 
 
Informa will be required to produce a Prospectus in connection with the issue
of the New Informa Shares. The Prospectus will contain information relating to
the Informa Group, the UBM Group and the New Informa Shares. It is expected
that the Prospectus will be published at or around the same time as the Scheme
Document is posted to UBM Shareholders. 
 
19.       Admission to Official List and to trading on the London Stock
Exchange and dealings in New Informa Shares 
 
Application will be made to the FCA and the London Stock Exchange for the New
Informa Shares to be admitted to the Official List and to trading on the
London Stock Exchange's market for listed securities respectively. It is
expected that Admission will become Effective and that dealings for normal
settlement in the New Informa Shares will commence on the London Stock
Exchange at 8.00 a.m. on the first Business Day following the date on which
the Offer becomes Effective. 
 
20.       Fractional entitlements 
 
Fractions of New Informa Shares will not be allotted or issued to Scheme
Shareholders and all fractional entitlements will instead be allotted and
issued on behalf of such holders, aggregated and sold in the market as soon as
practicable after the Effective Date. The net proceeds of sale shall be paid
to such holders in due proportions. 
 
21.       Documents 
 
Copies of the following documents will be available promptly on Informa's and
UBM's websites, subject to certain restrictions relating to persons residing
in Restricted Jurisdictions, at www.informa.com and www.ubm.com respectively
and in any event by no later than noon on 31 January 2018: 
 
·          this announcement; 
 
·          the irrevocable undertakings listed in Appendix 3; 
 
·          the Confidentiality Agreement; 
 
·          the Confidentiality and Joint Defense Agreement; 
 
·          the Clean Team Confidentiality Agreement; 
 
·          the Co-operation Agreement; and 
 
·          documents relating to the financing of the Offer referred to in
paragraph 7 above. 
 
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement. 
 
22.       General 
 
The Offer will be on the terms and subject to the conditions set out herein
and in Appendix 1, and to be set out in the Scheme Document. 
 
Informa reserves the right to elect to implement the Offer by way of a
Takeover Offer, subject to the Panel's consent and the terms of the
Co-operation Agreement, as an alternative to the Scheme. In such an event, the
Takeover Offer would be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme. 
 
The UBM Shares will be acquired pursuant to the Offer fully paid and free from
all liens, charges, equities, encumbrances, rights of pre-emption and any
other interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including without limitation voting rights and
the right to receive and retain in full all dividends and other distributions
(if any) announced, declared, made or paid on or after the date of this
announcement, save for any Permitted Dividend. 
 
Save for any Permitted Dividend, if any dividend or other distribution is
announced, declared, made or paid in respect of the UBM Shares on or after the
date of this announcement, Informa reserves the right to reduce the price
payable under the Offer in respect of the UBM Shares by the aggregate amount
of any such dividend or other distribution. To the extent that a dividend or
other distribution is announced, declared, made or paid and is or will be (i)
transferred pursuant to the Offer on a basis which entitles Informa alone to
receive it and to retain it, or (ii) cancelled, the price payable under the
Offer in respect of the UBM Shares will not be subject to change in accordance
with this paragraph. 
 
The New Informa Shares will be issued credited as fully paid and will rank
pari passu in all respects with the Existing Informa Shares, including the
right to receive and retain in full all dividends and other distributions (if
any) made, paid or declared by reference to a record date falling on or after
the Effective Date. 
 
The New Informa Shares to be issued pursuant to the Offer have not been, and
will not be, listed on any stock exchange other than London Stock Exchange and
have not been, and will not be, registered under the US Securities Act or
under any laws of any state, district or other jurisdiction, of the United
States, nor have clearances been, nor will they be, obtained from the
securities commission or similar authority of any province or territory of
Canada and no prospectus has been, or will be, filed, or registration made,
under any securities law of any province or territory of Canada, nor has a
prospectus in relation to the New Informa Shares been, nor will one be, lodged
with, or registered by, the Australian Securities and Investments Commission,
nor have any steps been taken, nor will any steps be taken, to enable the New
Informa Shares to be offered in compliance with applicable securities laws of
Japan and no regulatory clearances in respect of the New Informa Shares have
been, or will be, applied for in any other jurisdiction. Accordingly, unless
an exemption under relevant securities laws is available, the New Informa
Shares are not being, and may not be, offered, sold, resold, delivered or
distributed, directly or indirectly, in, into or from the United States or any
other Restricted Jurisdiction or to, or for the account or benefit of, any US
Person or resident of any other Restricted Jurisdiction. It is currently
expected that the New Informa Shares will be issued in connection with a
scheme of arrangement and therefore will be exempt from the registration
requirements of the US Securities Act pursuant to section 3(a)(10) thereunder.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the New Informa Shares, or
determined if this announcement is accurate or complete. Any representation to
the contrary is a criminal offence. 
 
Details of the effect of the Offer on UBM ADR Holders will be set out in the
Scheme Document in due course. 
 
The New Informa Shares are not being offered to the public by means of this
announcement. 
 
Centerview Partners is acting as lead financial adviser to Informa. BofA
Merrill Lynch is acting as corporate broker and financial adviser to Informa.
Barclays is acting as corporate broker, sponsor and financial adviser to
Informa. Rothschild is acting as financial adviser to the board of Informa.
Deloitte is acting as reporting accountants for Informa. Clifford Chance LLP
and Mourant Ozannes are acting as legal advisers to Informa. 
 
Credit Suisse and J.P. Morgan Cazenove are acting as financial advisers to
UBM. Linklaters LLP and Ogier are acting as legal adviser to UBM. 
 
Centerview Partners, BofA Merrill Lynch, Barclays, Rothschild, Deloitte,
Credit Suisse, J.P. Morgan Cazenove and EY have each given and not withdrawn
their consent to the publication of this announcement with the inclusion
herein of the references to their names in the form and context in which they
appear. 
 
The bases and sources for certain financial information contained in this
announcement are set out in Appendix 2. Details of undertakings received by
Informa are set out in Appendix 3. Information relating to the Quantified
Financial Benefits Statement made in this announcement and the reports of the
Informa reporting accountants and financial advisers are set out in Appendix
4. The Informa Profit Estimate, the basis of preparation relating thereto and
the reports of the Informa reporting accountants and financial advisers are
set out in Appendix 5. The UBM Profit Estimate and the basis of preparation
relating thereto and the reports of the Informa reporting accountants and
financial advisers are set out in Appendix 6. Certain definitions and terms
used in this announcement are set out in Appendix 7. 
 
Enquiries: 
 
 Informa PLC                                                                                   
 Stephen A. Carter, Chief Executive Officer                              +44 (0) 20 7017 5771  
 Gareth Wright, Group Finance Director                                   +44 (0) 20 7017 7096  
 Richard Menzies-Gow, Director of Investor Relations                     +44 (0) 20 3377 3445  
 Centerview Partners (Lead financial adviser toInforma)                  +44 (0) 20 7409 9700  
 Robin Budenberg / Nick Reid / Edward Rowe                                                     
 BofA Merrill Lynch (Financial adviser and corporate broker to Informa)                        
 Ed Peel / Geoff Iles / Daniel Diamond                                   +44 (0) 20 7628 1000  
 Barclays (Sponsor, financial adviser and corporate broker to Informa)   +44 (0) 20 7623 2323  
 Robert Mayhew / Matthew Smith / Daniel Ross                                                   
 Rothschild (Financial adviser to the board of Informa)                  +44 (0) 20 7280 5128  
 Warner Mandel                                                                                 
 Teneo Blue Rubicon (Corporate communications adviser to Informa)        +44 (0) 20 7260 2700  
 Tim Burt / Zoe Watt                                                                           
 UBM plc                                                                 +44 (0) 20 7921 5023  
 Tim Cobbold, Chief Executive Officer                                                          
 Marina Wyatt, Chief Financial Officer                                                         
 Kate Postans, Head of Investor Relations & Corporate Communications                           
 Credit Suisse (Financial adviser and corporate broker to UBM)           +44 (0) 20 7888 8888  
 Gillian Sheldon / John Hannaford / Joe Hannon / Kush Nanjee                                   
 J.P. Morgan Cazenove (Financial adviser and corporate broker to UBM)    +44 (0) 20 7742 4000  
 Hugo Baring / Dwayne Lysaght / Thomas White / Adam Laursen                                    
 Brunswick (Corporate communications adviser to UBM)                     +44 (0) 20 7404 5959  
 Caroline Daniel / Craig Breheny / Imran Jina                                                  
 
 
Clifford Chance LLP and Mourant Ozannes are retained as legal advisers to
Informa. Linklaters LLP and Ogier are retained as legal advisers to UBM. 
 
Further information 
 
This announcement is not intended to, and does not, constituteor form part
ofany offer or invitationto purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of,any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise. The Offer
will be made solely through the Scheme Document, which will contain the full
terms and conditions of the Offer, including details of how to vote in respect
of the Offer. Any vote or other response to the Offer should be made only on
the basis of the information in the Scheme Document. 
 
The Offer will be subject to the applicable requirements of the Takeover Code,
the Panel, the London Stock Exchange, the FCA and the UKLA. 
 
UBM will prepare the Scheme Document to be distributed to UBM Shareholders and
Informa will prepare the Circular to be distributed to Informa Shareholders
and will also publish the Prospectus containing information on the New Informa
Shares and the Enlarged Group. UBM urges UBM Shareholders to read the Scheme
Document and the Prospectus carefully when they become available because they
will contain important information in relation to the Offer, the New Informa
Shares and the Enlarged Group. Informa urges Informa Shareholders to read the
Circular and the Prospectus carefully when they become available. Any vote in
respect of the resolutions to be proposed at the UBM Meetings or the Informa
General Meeting to approve the Offer, the Scheme or related matters, should be
made only on the basis of the information contained in the Scheme Document,
the Prospectus and, in the case of Informa Shareholders, the Circular. 
 
The New Informa Shares are not being offered to the public by means of this
announcement. 
 
This announcement does not constitute a prospectus or prospectus equivalent
document. 
 
Information relating to UBM Shareholders 
 
Please be aware that addresses, electronic addresses and certain other
information provided by UBM Shareholders, persons with information rights and
other relevant persons for the receipt of communications from UBM may be
provided to Informa during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code. 
 
Important notices relating to financial advisers 
 
Centerview Partners UK LLP ("Centerview Partners"), which is authorised and
regulated by the FCA, is acting exclusively for Informa and no one else in
connection with the matters referred to in this announcement. Centerview
Partners is not and will not be responsible to anyone other than Informa for
providing the protections afforded to its clients or for providing advice in
connection with the contents of this announcement or any matter referred to in
this announcement. 
 
BofA Merrill Lynch, which is authorised by the PRA and regulated by the FCA
and the PRA in the United Kingdom, is acting exclusively for Informa and no
one else in connection with the subject matter of this announcement and will
not be responsible to anyone other than Informa for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this announcement. 
 
Barclays, which is authorised by the PRA and regulated in the United Kingdom
by the PRA and the FCA, is acting as exclusively for Informa and no one else
in connection with the Offer and will not be responsible to anyone other than
Informa for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Offer or any other matter referred to in
this announcement. 
 
N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial adviser to
the board of Informa and no one else in connection with the matters referred
to in this document and will not be responsible to anyone other than Informa
for providing the protections afforded to its clients or for providing advice
in connection with the contents of this document or any matter referred to
herein. 
 
Credit Suisse International ("Credit Suisse"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting as
financial adviser exclusively for 
 
UBM  and no one else in connection with the matters set out in this
announcement and will not be responsible to any person other than UBM  for
providing the protections afforded to clients of Credit Suisse, nor for
providing advice in relation to the content of this announcement or any matter
referred to herein. Neither Credit Suisse nor any of its subsidiaries,
branches or affiliates 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 Credit Suisse in
connection with this announcement, any statement contained herein or
otherwise. 
 
J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as financial adviser exclusively for UBM 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 set out
in this announcement and will not be responsible to anyone other than UBM for
providing the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to any matter referred to
herein. 
 
Restricted Jurisdictions 
 
This announcement has been prepared in accordance with English and Jersey law,
the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England and Jersey. 
 
Copies of this announcement and any formal documentation relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in or into
or from any Restricted Jurisdiction. If the Offer is implemented by way of a
Takeover Offer (unless otherwise determined by Informa and permitted by
applicable law and regulation), the Takeover Offer may not be communicated,
directly or indirectly, in or into or by the use of the mails of, or by any
other means or instrumentality (including, without limitation, by mail,
telephonically or electronically by way of internet or otherwise) of
interstate or foreign commerce of, or any facilities of a national, state or
securities exchange of, any Restricted Jurisdiction and the Takeover Offer may
not be capable of acceptance by any such use, means, instrumentality or
otherwise. 
 
The availability of the Offer to UBM Shareholders who are not resident in the
United Kingdom or Jersey may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom or Jersey should inform themselves of, and observe, any
applicable requirements. 
 
The New Informa Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any Restricted Overseas Persons except pursuant to an
applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions. 
 
Further details in relation to UBM Shareholders in overseas jurisdictions will
be contained in the Scheme Document. 
 
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 and UBM contain statements which are, or may be deemed to
be, "forward-looking statements". All statements, other than statements of
historical fact are, or may be deemed to be, forward-looking statements.
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 UBM about future events, and are therefore subject
to risks and uncertainties which could cause actual results, performance or
events to differ materially from those expressed or implied by the
forward-looking statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of the Offer
on the Informa Group, the UBM Group and the Enlarged Group, the expected
timing and scope of the Offer and other statements other than historical
facts. Often, but not always, forward-looking statements can be identified by
the use of forward-looking words such as "plan", "expect", "budget", "target",
"aim", "scheduled", "estimate", "forecast", "intend", "anticipate", "assume"
or "believe", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Although Informa and UBM believe
that the expectations reflected in such forward-looking statements are
reasonable, Informa and UBM can give no assurance that such expectations will
prove to be correct. By their nature, forward-looking statements involve risks
(known and unknown) and uncertainties (and other factors that are in many
cases beyond the control of Informa and/or UBM) because they relate to events
and depend on circumstances that may or may not occur in the future. 
 
There are a number of factors that could affect the future operations of the
Informa Group, the UBM Group and/or the Enlarged Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction of the Conditions, as well as additional factors, such as:
domestic and global business and economic conditions; asset prices; market
related risks such as fluctuations in interest rates and exchange rates,
industry trends, competition, changes in government and regulation, changes in
the policies and actions of governments and/or regulatory authorities
(including changes related to capital and tax), changes in political and
economic stability, disruption in business operations due to reorganisation
activities, interest rate, inflation and currency fluctuations, the timing
impact and other uncertainties of future or planned acquisitions or disposals
or combinations, the inability of the Enlarged Group to realise successfully
any anticipated synergy benefits when the Offer is implemented, the inability
of the Informa Group to integrate successfully the UBM Group's operations and
programmes when the Offer is implemented, the Enlarged Group incurring and/or
experiencing unanticipated costs and/or delays, or difficulties relating to
the Offer when the Offer is implemented. Other unknown or unpredictable
factors could affect future operations and/or cause actual results to differ
materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors. 
 
Each forward-looking statement speaks only as of the date of this
announcement. Neither Informa nor UBM, 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. All
forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations (including under the Takeover Code, the Listing Rules
and the Disclosure and Transparency Rules of the FCA), neither the Informa
Group nor the UBM Group is under or undertakes any obligation, and each of the
foregoing 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. 
 
No profit forecasts or estimates 
 
Unless expressly stated otherwise, nothing in this announcement is intended,
or is to be construed, as a profit forecast or to be interpreted to mean that
earnings per Informa Share or UBM Share for the current or future financial
years, will necessarily match or exceed the historical published earnings per
Informa Share or UBM Share. 
 
Additional information for US investors 
 
US holders of UBM Shares and UBM ADR Holders should note that the Offer
relates to the securities of a Jersey company with a listing on the London
Stock Exchange and is proposed to be implemented pursuant to a scheme of
arrangement provided for under Jersey company law. An offer effected by means
of a scheme of arrangement is not subject to the tender offer rules or the
proxy solicitation rules under the US Exchange Act. Accordingly, the Offer
will be subject to Jersey and UK procedural and disclosure requirements and
practices applicable to a scheme of arrangement involving a target company in
Jersey listed on the London Stock Exchange, which are different from the
disclosure requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement and other
documentation related to the Offer has been or will have been prepared in
accordance with International Financial Reporting Standards 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. If Informa exercises its right, in the
circumstances provided for in this announcement, to implement the Offer by way
of a Takeover Offer, such Takeover Offer will only be made in the United
States if an exemption from the registration requirements of the US Securities
Act is available. 
 
The New Informa Shares to be issued pursuant to the Offer have not been
registered under the US Securities Act or under any laws or with any
securities regulatory authority of any state, district or other jurisdiction,
of the United States, and may only be offered or sold in the United States in
reliance on an exemption from registration requirements of the US Securities
Act including in the case of the proposed scheme of arrangement, Section
3(a)(10) thereunder. Holders of UBM Shares who will be affiliates of Informa
after the Effective Date will be subject to certain US transfer restrictions
relating to the New Informa Shares received pursuant to the Scheme. 
 
The New Informa Shares generally should not be treated as "restricted
securities" within the meaning of Rule 144(a)(3) under the US Securities Act
and persons who receive securities under the Scheme (other than "affiliates"
as described in the paragraph below) may resell them without restriction under
the US Securities Act. 
 
Under the US federal securities laws, persons who are or will be deemed to be
affiliates (as defined under the US Securities Act) of Informa after the
Effective Date may not resell the New Informa Shares received under the Scheme
without registration under the US Securities Act, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. Whether a person is an
affiliate of a company for such purposes depends upon the circumstances, but
affiliates of a company can include certain officers and directors and
significant shareholders. Holders of UBM Shares who believe they may be
affiliates of Informa after the Effective Date for the purposes of the US
Securities Act should consult their own legal advisers prior to any resale of
New Informa Shares received under the Scheme. 
 
The receipt of New Informa Shares and/or cash pursuant to the Offer by a US
holder of UBM Shares may be a taxable transaction for US federal income tax
purposes and under applicable state and local, as well as foreign and other
tax laws. Each holder of UBM Shares is urged to consult their independent
professional advisor immediately regarding the tax consequences of acceptance
of the Offer. 
 
Neither the SEC nor any US state securities commission has approved or
disapproved of the 
 
New Informa Shares to be issued in connection with the Offer, or determined if
this announcement is accurate or complete. Any representation to the contrary
is a criminal offence in the United States. 
 
It may be difficult for US holders of UBM Shares and UBM ADR Holders to
enforce their rights and claims arising out of the US federal securities laws,
since Informa and UBM are located in countries other than the United States,
and some or all of their officers and directors may be residents of countries
other than the United States. US holders of UBM Shares and UBM ADR Holders may
not be able to sue a non-US company or its officers or directors in a non-US
court for violations of 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. 
 
Disclosure requirements of the Takeover Code 
 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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% 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 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 singleperson 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
atwww.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. 
 
In accordance with the TakeoverCode, normal United Kingdom market practice and
Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in Informa and UBM securities on
the London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to
the TakeoverCode will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed
in the United States to the extent that such information is made public in the
United Kingdom. 
 
Publication on a website 
 
This announcement and the documents required to be published pursuant to Rule
26 of the Takeover Code will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Informa's website
at www.informa.com and on UBM's website at www.ubm.com promptly and in any
event by no later than 12 noon on 31 January 2018. The content of the website
referred to in this announcement is not incorporated into and does not form
part of this announcement. 
 
Request for hard copies 
 
UBM Shareholders and Informa Shareholders may request a hard copy of this
announcement by contacting Equiniti Limited between 9.30 a.m. and 5.30 p.m.
Monday to Friday (except UK public holidays) on 0371 384 2239  from within the
UK (or on +44 121 415 7002  if calling from outside the UK) or by submitting a
request in writing to Equiniti Limited at Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA. UBM Shareholders and Informa Shareholders may also
request that all future documents, announcements and information to be sent to
them in relation to the Offer should be in hard copy form. A hard copy of such
documents, announcements (including this announcement) and information will
not be sent unless so requested. 
 
Electronic Communications 
 
Please be aware that addresses, electronic addresses and certain information
provided by UBM Shareholders, persons with information rights and other
relevant persons for the recipient of communications from UBM may be provided
to Informa during the offer period (as defined in the Takeover Code) as
required under Section 4 of Appendix 4 of the Takeover Code to comply with
Rule 2.11(c) of the Takeover Code. 
 
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. 
 
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE OFFER 
 
The Offer will comply with the applicable rules and regulations of the FCA,
the London Stock Exchange and the Takeover Code, will be governed by Jersey
law and will be subject to the jurisdiction of the Jersey Court. In addition,
the Offer will be subject to the terms and conditions set out in the Scheme
Document (or, subject to the Panel's consent, the Offer document). 
 
Conditions of the Scheme 
 
Long Stop Date 
 
1.         The Offer will be conditional upon the Scheme becoming
unconditional (with all other Conditions being fulfilled or (if capable of
waiver) waived) and Effective, subject to the Takeover Code, by no later than
11.59pm on the Long Stop Date or such later date as Informa and UBM may agree
and (if required) the Panel and the Court allow. 
 
Statutory Conditions 
 
2.         The Scheme will be subject to the following Conditions: 
 
(a)        (i) its approval by a majority in number representing not less than
¾ths of the voting rights of Scheme Shareholders who are on the register of
members of UBM at the Voting Record Time, present and voting, whether in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and (ii) such Court
Meeting 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 as may be agreed between Informa and UBM and the Court may allow); 
 
(b)        (i) the resolutions required to implement the Scheme as set out in
the notice convening the UBM General Meeting (including, without limitation,
the Special Resolution) being duly passed by the requisite majority of UBM
Shareholders required to pass such resolutions at the UBM General Meeting and
(ii) the UBM General Meeting being held on or before the 22nd day after the
expected date of the UBM General Meeting to be set out in the Scheme Document
in due course (or such later date as may be agreed between Informa and UBM and
the Court may allow); and 
 
(c)        (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to Informa and
UBM)) and the delivery of the Court Order for registration to the Registrar of
Companies; and (ii) the Court hearing to sanction the Scheme being held on or
before the 22nd day after the expected date of the Court sanction hearing to
be set out in the Scheme Document in due course (or such later date as may be
agreed between Informa and UBM and the Court may allow). 
 
Informa Shareholder approval 
 
3.         The Offer will be conditional upon the passing at the Informa
General Meeting of such resolution or resolutions as are necessary to approve,
implement and effect the Offer and the acquisition of UBM Shares pursuant to
the Offer or otherwise (as such resolutions may be set out in the Circular,
including resolutions to approve the Offer and authorise the creation and
allotment of the New Informa Shares). 
 
General conditions 
 
4.         UBM and Informa have agreed that, subject to the provisions of
paragraph 5 below and the requirements of the Panel in accordance with the
Takeover Code, the Scheme will also be conditional upon, and accordingly the
necessary actions to make the Scheme Effective will only be taken on, the
satisfaction or, where relevant, waiver of the following Conditions: 
 
Admission of consideration shares 
 
(a)        (i) the FCA having acknowledged to Informa or its agent (and such
acknowledgement not having been withdrawn) that the application for the
Admission of the New Informa Shares to the Official List with a premium
listing has been approved and (after satisfaction of any conditions to which
such approval is expressed to be subject ("listing conditions")) Admission
will become effective as soon as a dealing notice has been issued by the FCA
and any listing conditions have been satisfied; and (ii) the London Stock
Exchange having acknowledged to Informa or its agent (and such acknowledgement
not having been withdrawn) that the New Informa Shares will be admitted to
trading on the London Stock Exchange's Main Market for listed securities; 
 
Regulatory conditions 
 
(b)        China's Ministry of Commerce ("MOFCOM") issuing a notice approving
the Offer; or the applicable review period pursuant to the PRC Anti-Monopoly
Law, including any extension of such period, having elapsed and no
prohibitions or restrictive conditions having been imposed by MOFCOM in
relation to the Offer except those conditions which are reasonably
satisfactory to Informa; 
 
(c)        the merger control clearance by the German Federal Cartel Office
(the "Bundeskartellamt") has been obtained without imposing any conditions or
obligations that are not on terms reasonably satisfactory to Informa or such
clearance is deemed to have been obtained by the German Act Against Restraints
of Competition, in particular because of lapse, expiration or termination of
the waiting period or because jurisdiction has been declined, without the
Offer having been prohibited by the Bundeskartellamt; 
 
(d)        notification having been received from The Turkish Competition
Authority pursuant to The Act on Protection of Competition, Law No. 4054 (Dec.
13,1994), as amended, and Communique 36 No. 2010/4 on the Mergers and
Acquisitions Subject to the Permission of the Competition Board of its
decision that, with respect to the Offer (including, without limitation, its
implementation), it has granted approval on terms reasonably satisfactory to
Informa; 
 
(e)        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 made
thereunder relating to the Offer have expired or been terminated; 
 
Other Third Party clearances 
 
(f)         other than in respect of Conditions 4(a) to (e), no central bank,
government or governmental, quasi-governmental, supranational, statutory,
regulatory, environmental, administrative, fiscal or investigative body,
court, trade agency, association, institution, environmental body, employee
representative body or any other body or person whatsoever in any jurisdiction
(each a "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)         make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
any member of the Wider UBM Group by any member of the Wider Informa Group
void, illegal and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise directly or indirectly prevent, prohibit, or
materially restrain, restrict, impede, challenge, delay or otherwise interfere
with the implementation of, or impose additional material conditions or
obligations with respect to, the Offer or the acquisition of any shares or
other securities in, or control or management of, any member of the Wider UBM
Group by any member of the Wider Informa Group or require amendment of the
Scheme; 
 
(ii)        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 or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in UBM (or any member of
the Wider UBM Group) or on the ability of any member of the Wider UBM Group or
any member of the Wider Informa Group directly or indirectly to hold or
exercise effectively any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise management control over, any
member of the Wider UBM Group; 
 
(iii)       require, prevent or materially delay the divestiture or materially
alter the terms envisaged for such divestiture by any member of the Wider
Informa Group or by any member of the Wider UBM Group of all or any part of
their businesses, assets or property 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); 
 
(iv)       other than pursuant to the implementation of the Scheme, require
any member of the Wider Informa Group or the Wider UBM Group to acquire or
offer to acquire any shares, other securities (or the equivalent) or interest
in any member of the Wider UBM Group owned by any third party; 
 
(v)        require, prevent or materially delay a divestiture by any member of
the Wider Informa Group of any shares or other securities (or the equivalent)
in any member of the Wider UBM Group; 
 
(vi)       result in any member of the Wider UBM Group ceasing to be able to
carry on business under any name under which it presently carries on
business; 
 
(vii)      impose any limitation on the ability of any member of the Wider
Informa Group or any member of the Wider UBM Group to conduct, integrate or
co-ordinate all or any part of their respective businesses with all or any
part of the business of any other member of the Wider Informa Group and/or the
Wider UBM Group in a manner which is materially adverse to the Wider Informa
Group and/or the Wider UBM Group, in either case, taken as a whole or in the
context of the Offer; or 
 
(viii)      otherwise affect the business, assets, value, profits, prospects
or operational performance of any member of the Wider UBM Group or any member
of the Wider Informa Group in each case in a manner which is adverse to and
material in the context of the Offer; 
 
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 proposed acquisition of any UBM Shares or otherwise
intervene having expired, lapsed, or been terminated; 
 
(g)        all material notifications, filings or applications which are
deemed necessary or appropriate having been made in connection with the Offer
and all necessary waiting 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
and regulatory obligations in any jurisdiction having been complied with in
each case in respect of the Offer and all Authorisations which are deemed by
Informa, having consulted with UBM, to be reasonably necessary or appropriate
in any jurisdiction for or in respect of the Offer or the proposed acquisition
of any shares or other securities in, or control of, UBM by any member of the
Wider Informa Group having been obtained in terms and in a form reasonably
satisfactory to Informa from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or bodies with
whom any member of the Wider UBM Group or the Wider Informa Group has entered
into contractual arrangements and all such Authorisations which are deemed by
Informa to be necessary or appropriate to carry on the business of any member
of the Wider UBM Group in any jurisdiction having been obtained in each case
where the direct consequence of a failure to make such notification or filing
or to wait for the expiry, lapse or termination of any such waiting or other
time period or to comply with such obligation or obtain such Authorisation
would be unlawful in any relevant jurisdiction or have a material adverse
effect on the Wider UBM Group, any member of the Informa Group or the ability
of Informa to implement the Scheme and all such Authorisations remaining in
full force and effect at the time at which the Scheme becomes otherwise
unconditional in all respects and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations; 
 
Confirmation of absence of adverse circumstances 
 
(h)        except as Fairly Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider UBM 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 the proposed
acquisition by any member of the Wider Informa Group of any shares or other
securities in UBM or because of a change in the control or management of any
member of the Wider UBM Group or otherwise, would or might reasonably be
expected to result in: 
 
(i)         any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider UBM 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 UBM Group or any member of the Wider Informa Group under
any such arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Wider UBM Group or any member of
the Wider Informa Group in or with any other firm or company or body or person
(or any agreement or arrangement relating to any such business or interests)
being or likely to become terminated or adversely modified or affected or any
onerous obligation or liability arising or any adverse action being taken or
arising thereunder; 
 
(iii)       any member of the Wider UBM Group ceasing to be able to carry on
business under any name under which it presently carries on business; 
 
(iv)       any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider UBM Group being or falling to be disposed
of or charged 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 UBM Group; 
 
(v)        the creation, save in the ordinary 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 UBM
Group or any such mortgage, charge or other security interest (whenever
created, arising or having arisen), becoming enforceable; 
 
(vi)       the value of, or the financial or trading position or prospects of
any member of the Wider UBM Group being prejudiced or adversely affected; 
 
(vii)      the creation or acceleration of any liability (actual or
contingent) by any member of the Wider UBM Group other than trade creditors or
other liabilities incurred in the ordinary course of business; or 
 
(viii)      any liability of any member of the Wider UBM Group to make any
severance, termination, bonus or other payment to any of its directors or
other officers; 
 
No material transactions, claims or changes in the conduct of the business of
the UBM Group 
 
(i)         except as Fairly Disclosed, no member of the Wider UBM Group
having since 31 December 2016: 
 
(i)         save as pursuant to the Scheme, with respect to UBM Shares on the
exercise of options or vesting of awards granted before the date of this
announcement in the ordinary course, 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 or convertible securities; 
 
(ii)        save for (i) the final dividend of 16.60 pence (net) per UBM Share
in respect of the year ended 31 December 2016; (ii) the interim dividend of
5.50 pence (net) per UBM Share in respect of the year ended 31 December 2017;
and (iii) any Permitted Dividend, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than to UBM or one
of its wholly-owned subsidiaries; 
 
(iii)       demerged from or acquired anybody corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any material asset or any right, title or interest in any material asset
(including shares and trade investments) or authorised, proposed or announced
any intention to do so; 
 
(iv)       made, authorised, proposed or announced an intention to propose any
change in its loan capital; 
 
(v)        save as between UBM and its wholly-owned subsidiaries or between
such wholly-owned subsidiaries, issued, authorised or proposed or announced an
intention to authorise or propose the issue of, or made any change in or to
the terms of, any debentures or incurred or increased any indebtedness or
become subject to any contingent liability; 
 
(vi)       entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or onerous nature,
or which involves or could reasonably be expected to involve an obligation of
a nature or magnitude which is, in any such case, material in the context of
the UBM Group or in the context of the Offer, or which is or is reasonably
likely to be restrictive on the business of any member of the Wider UBM Group,
or which, taken together with any other such transaction, arrangement or
commitment, is material in the context of the Wider UBM Group as a whole; 
 
(vii)      entered into any licence or other disposal of intellectual property
rights of any member of the Wider UBM Group which are material in the context
of the Wider UBM Group and outside the normal course of business; 
 
(viii)      entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the terms of or
made any offer (which remains open for 

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