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 4

InformaAnnouncement

30/01/2018 07:05

- Part 4: For the preceding part double click  ID:nRSd2991Dc 

acceptance) to enter into or vary the
terms of, any contract, commitment, arrangement or any service agreement with
any director or senior executive of the Wider UBM Group; 
 
(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 UBM Group; 
 
(x)        procured the trustees of any pension scheme or other retirement or
death benefit arrangement established for the directors, former directors,
employees or former employees of any entity in the Wider UBM Group or their
dependants (a "Relevant Pension Plan"), or any such trustees having taken any
action since 31 December 2016, to (I) propose, make or agree to any
significant change to: (a) the terms of the trust deeds, rules, policy or
other governing documents constituting any Relevant Pension Plan; (b) the
basis on which benefits accrue, pensions which are payable or the persons
entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c)
the basis on which the liabilities of any Relevant Pension Plan are funded or
valued; (d) the manner in which the assets of any Relevant Pension Plan are
invested; (e) the basis or rate of employer contribution to any Relevant
Pension Plan; or (II) enter into or propose to enter into one or more bulk
annuity contracts in relation to any Relevant Pension Plan; or (III) carry out
any act: (a) which would or could reasonably be expected to lead to the
commencement of the winding up of any Relevant Pension Plan; (b) which would
or might create a material debt owed by an employer to any Relevant Pension
Plan; (c) which would or might accelerate any obligation on any employer to
fund or pay additional contributions to any Relevant Pension Plan; or (d)
which would or might give rise directly or indirectly to a liability arising
out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004
in relation to any Relevant Pension Plan; 
 
(xi)       changed the trustee or trustee directors of any Relevant Pension
Plan; 
 
(xii)      entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme) in any such case which is material in the
context of the Wider UBM Group as a whole or in the context of the Offer; 
 
(xiii)      purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital; 
 
(xiv)     waived, compromised or settled any claim which is material in the
context of the Wider UBM Group as a whole or in the context of the Offer
otherwise than in the ordinary course of business; 
 
(xv)      save as pursuant to the Special Resolution or as disclosed on
publicly available registers, made any alteration to its articles of
association or other constitutional documents; 
 
(xvi)     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 any
administrator, receiver, manager, administrative receiver, trustee or similar
officer of all or any material part of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed; 
 
(xvii)     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; 
 
(xviii)    terminated or varied the terms of any agreement or arrangement
between any member of the Wider UBM Group and any other person in a manner
which would or might be expected to have a material adverse effect on the
financial position of the UBM Group taken as a whole; 
 
(xix)     entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business 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 which is material in the
context of the Wider UBM Group as a whole or in the context of the Offer; or 
 
(xx)      having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of UBM
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code. 
 
No material adverse change 
 
(j)         since 31 December 2016, and except as Fairly Disclosed: 
 
(i)         there having been no adverse change and no circumstance having
arisen which would be expected to result in any adverse change or
deterioration in the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider UBM
Group which is material in the context of the Wider UBM Group as a whole or in
the context of the Offer; 
 
(ii)        no litigation, arbitration proceedings, prosecution or other legal
proceedings including, without limitation, with regard to intellectual
property rights used by the Wider UBM Group having been threatened, announced
or instituted by or against or remaining outstanding against any member of the
Wider UBM Group or to which any member of the Wider UBM Group is or may become
a party (whether as claimant or defendant or otherwise) and no enquiry,
review, investigation or enforcement proceedings by, or complaint or reference
to, any Third Party against or in respect of any member of the Wider UBM Group
having been threatened, announced or instituted by or against, or remaining
outstanding in respect of, any member of the Wider UBM Group in each case,
which is material in the context of the Wider UBM Group as a whole or in the
context of the Offer; 
 
(iii)       no contingent or other liability having arisen, increased or
become apparent which might be likely adversely to affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider UBM Group to an extent which is
material to the UBM Group taken as a whole or in the context of the Offer;
and 
 
(iv)       no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider UBM Group, which
is necessary for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is material and likely to
have an adverse effect on the UBM Group taken as a whole or in the context of
the Offer; 
 
(k)        since 31 December 2016, and except as Fairly Disclosed, Informa not
having discovered: 
 
(i)         that any financial, business or other information concerning the
Wider UBM Group publicly announced or disclosed to any member of the Wider
Informa Group at any time by or on behalf of any member of the Wider UBM Group
or to any of their advisers is misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading; 
 
(ii)        that any member of the Wider UBM Group is subject to any
liability, contingent or otherwise and which is material in the context of the
Wider UBM Group as a whole or in the context of the Offer; or 
 
(iii)       any information which affects the import of any information
disclosed to Informa at any time by or on behalf of any member of the Wider
UBM Group. 
 
Intellectual Property 
 
(l)         no circumstance having arisen or event having occurred in relation
to any intellectual property owned or used by any member of the Wider UBM
Group which would have a material adverse effect on the Wider UBM Group taken
as a whole or is otherwise material in the context of the Offer, including: 
 
(i)         any member of the Wider UBM Group losing its title to any
intellectual property material to its business, or any intellectual property
owned by the Wider UBM Group being revoked, cancelled or declared invalid; 
 
(ii)        any claim being asserted in writing or threatened in writing by
any person challenging the ownership of any member of the Wider UBM Group to,
or the validity or effectiveness of, any of its intellectual property; or 
 
(iii)       any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider UBM Group being terminated or
varied. 
 
Environmental liabilities 
 
(m)       except as Fairly Disclosed, Informa not having discovered that in
relation to any release, emission, accumulation, discharge, disposal or other
fact or circumstance which has impaired or is reasonably likely to impair the
environment (including property) or harmed or is reasonably likely to harm the
health of humans, animals or other living organisms or eco systems, no past or
present member of the Wider UBM Group (i) having committed any violation of
any applicable laws, statutes, regulations, Authorisations, notices or other
requirements of any Third Party; and/or (ii) having incurred any liability
(whether actual or contingent) to any Third Party; and/or (iii) being
reasonably likely to incur any liability (whether actual or contingent), or
being required, to make good, remediate, repair, re-instate or clean up the
environment (including any property), in each case which is material in the
context of the Wider UBM Group as a whole or in the context of the Offer. 
 
Anti-corruption and sanctions 
 
(n)        Informa not having discovered that: 
 
(i)         any past or present member, director, officer or employee of the
Wider UBM Group or any person that performs or has performed services for or
on behalf of any such company is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) in contravention of the UK
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or
any other applicable anti-corruption legislation; 
 
(ii)        any past or present member, director, officer or employee of the
Wider UBM Group or any person who has performed services for and on behalf of
any such company has engaged in any activity or business with, or made any
investments in, or made any payments to any government, entity or individual
covered by any of the economic sanctions administered by the United Nations or
the European Union (or any of their respective member states) or the United
States Office of Foreign Assets Control or any other governmental or
supranational body or authority in any jurisdiction. 
 
No criminal property 
 
(o)        Informa not having discovered that any asset of any member of the
Wider UBM Group constitutes criminal property as defined by section 340(3) of
the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition). 
 
5.         Subject to the requirements of the Panel in accordance with the
Takeover Code, Informa reserves the right to waive, in whole or in part, all
or any of the above Conditions, except Conditions 1, 2, 3 and 4(a). 
 
6.         Conditions 2(a) and (b), 3, and 4(b) to (o) (inclusive) must each
be fulfilled by, or (if capable of waiver) be waived by, Informa by no later
than 11.59 p.m. on the date immediately preceding the date of the Court
hearing to sanction the Scheme. The Offer will lapse if the Scheme does not
become Effective and all other Conditions are fulfilled or (if capable of
waiver) waived by 11.59 p.m. on the Long Stop Date (or such later date as
Informa and UBM may agree and (if required) the Panel and the Court allow). 
 
7.         Informa shall be under no obligation to waive (if capable of
waiver) or treat as fulfilled any of the Conditions by a date earlier than the
latest date specified above for the fulfilment or waiver thereof,
notwithstanding that any other Conditions may at any 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. 
 
8.         If Informa is required by the Panel to make an offer for UBM Shares
under the provisions of Rule 9 of the Takeover Code, Informa may make such
alterations to any of the above Conditions as are necessary to comply with the
provisions of that Rule. 
 
9.         Informa reserves the right to elect 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 the same terms (subject to the provisions of Part 18 of
the Jersey Companies Law and appropriate amendments including (without
limitation) the inclusion of an acceptance condition set at not less than 90%
(or such lower percentage as Informa may, subject to the rules of the Takeover
Code and with the consent of the Panel, decide) of the shares to which the
Offer relates and those required by, or deemed appropriate by, Informa under
applicable law, 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 UBM Shares are otherwise acquired, it is the intention of
Informa to apply the provisions of the Jersey Companies Law to acquire
compulsorily any outstanding UBM Shares to which such Takeover Offer relates. 
 
10.       If, after the date of this announcement but prior to the Effective
Date, save for the Permitted Dividends, any dividend or other distribution is
declared, paid or made or becomes payable by UBM, Informa reserves the right
(without prejudice to any right Informa may have, with the consent of the
Panel, to invoke Condition 4(i)(ii) above) to reduce the terms of the Offer by
the aggregate amount of such dividend or distribution. 
 
11.       The availability of the Offer to persons not resident in the United
Kingdom or Jersey may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom or Jersey should inform
themselves of, and observe, any applicable requirements. The New Informa
Shares to be issued pursuant to the Offer have not been and will not be
registered under the US Securities Act nor under any of the relevant
securities law of any Restricted Jurisdiction. Accordingly, the New Informa
Shares may not be offered, sold or delivered, directly or indirectly, in any
of the Restricted Jurisdiction, except pursuant to exemptions from applicable
requirements of any such jurisdiction. 
 
12.       The New Informa Shares will be issued credited as fully paid and
will rank pari passu in all aspects with the Existing Informa Shares. 
 
13.       The Offer will lapse if there is a Phase 2 CMA Reference before the
later of the date of the Court Meeting and the date of the UBM General
Meeting. In such event, UBM will not be bound by the terms of the Scheme. 
 
14.       The Offer will lapse if the European Commission either initiates
proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or makes
a referral to a competent authority of the United Kingdom under Article
9(3)(b) of that Regulation and there is a subsequent Phase 2 CMA Reference, in
either case before the later of the date of the Court Meeting and the date of
the UBM General Meeting. In such event, UBM will not be bound by the terms of
the Scheme. 
 
15.       The Offer will be governed by Jersey law and be subject to the
jurisdiction of the Jersey Court and to the Conditions set out above. 
 
Appendix 2
SOURCES AND BASES OF INFORMATION 
 
Unless otherwise stated in this announcement: 
 
(a)        All references to UBM Shares are to UBM ordinary shares of 11.25
pence each. References to Informa Shares are to Informa ordinary shares of
0.10 pence each. 
 
(b)        The aggregate value of the cash component of the consideration of
approximately £653 million is calculated by multiplying the offered amount of
163 pence in cash per UBM Share by UBM's fully diluted share capital (as
referred to in paragraph (g) below). 
 
(c)        The aggregate value of the share component of the consideration of
approximately £3.2 billion is calculated by multiplying the number of Informa
Shares to be issued under the terms of the Offer (as referred to in (h)(ii)
below) by the price per Informa Share of 746.0 pence (being the Closing Price
on 15 January 2018, the last Business Day prior to the commencement of the
Offer Period). 
 
(d)        The value attributed to the entire existing issued share capital of
UBM under the terms of the Offer of approximately £3.9 billion is the sum of
the aggregate value of the cash component and the aggregate value of the share
component of the consideration (as referred to in paragraphs (b) and (c) above
respectively). 
 
(e)        The percentage of the share capital of the Enlarged Group that will
be owned by UBM Shareholders of approximately 34.5% is calculated by dividing
the number of New Informa Shares to be issued under the terms of the Offer
referred to in paragraph (h)(ii) below by the issued share capital of the
Enlarged Group (as set out in paragraph (h) below) and multiplying the
resulting sum by 100 to produce a percentage. 
 
(f)        UBM's issued ordinary share capital refers to the 394,092,229 UBM
Shares in issue as at 5.00 p.m. on 29 January 2018. 
 
(g)        The fully diluted share capital of UBM (being 400,669,777 shares)
is calculated on the basis of: 
 
(i)         The number of issued UBM Shares in paragraph (f) above; and 
 
(ii)        Any further UBM Shares which may be issued on or after the date of
this announcement on the exercise of options or vesting or awards under the
UBM Share Schemes. 
 
(h)        The share capital of the Enlarged Group (being 1,257,930,419
Informa Shares) has been calculated as the sum of: 
 
(i)         a total number of 824,005,051 Informa Shares in issue (as at the
close of business on 29 January 2018, the last Business Day prior to the date
of this announcement); and 
 
(ii)        433,925,368 New Informa Shares which would be issued under the
terms of the Offer (being 1.083 Informa Shares per UBM Share multiplied by the
fully diluted share capital of UBM as referred to in paragraph (g) above). 
 
(i)         On the date of this announcement Informa holds no ordinary shares
in treasury. 
 
(j)         Unless otherwise stated, all prices quoted for Informa Shares and
UBM Shares have been derived from the Daily Official List and represent
closing middle market prices on the relevant date. 
 
(k)        The premium calculations to the price per UBM Share have been
calculated by reference to: 
 
(i)         the Closing Price of a Informa Share of 746.0 pence and of a UBM
Share of 747.5 pence, as of 15 January 2018 (being the last Business Day prior
to the 16th January Rule 2.4 announcement); 
 
(ii)        the 30 trading day volume weighted average price of a Informa
Share of 736.6 pence and of a UBM Share of 744.7 pence, from 30 November 2017
to 15 January 2018; 
 
(iii)       the 3 calendar month volume weighted average price of a Informa
Share of 726.6 pence and of a UBM Share of 730.8 pence, from 16 October 2017
to 15 January 2018; 
 
(l)         The volume weighted average prices of an Informa Share and of a
UBM Share are derived from data provided by Bloomberg and refer to trading on
the London Stock Exchange only. 
 
(m)       Unless otherwise stated: 
 
(i)         historical financial information relating to Informa has been
extracted or derived (without material adjustment) from the audited financial
statements of Informa contained in the Informa 2016 Annual Report and
Accounts; and 
 
(ii)        historical financial information relating to UBM has been
extracted or derived (without material adjustment) from the audited financial
statements of UBM contained in the UBM 2016 Annual Report and Accounts. 
 
(n)        Historical pro-forma financial information relating to the Enlarged
Group is unaudited and has been derived from the historical financial
information relating to Informa and UBM, adjusted for the acquisitions of
Penton Information Services and Yachting Promotions Inc. (based on Informa's
unaudited management accounts for the twelve months ending 31 December 2016)
and Allworld Exhibitions (based on Allworld Exhibitions's unaudited management
accounts for the twelve months ending 30 June 2016). 
 
(o)        The synergy numbers are unaudited and are based on analysis by
Informa's management and on Informa's internal records. Further information
underlying the Quantified Financial Benefits Statement contained in this
announcement is provided in Appendix 4 to this announcement. 
 
(p)        The Informa figure for earnings per share referred to in the
Informa Profit Estimate and the statements of expected revenue and free cash
flow for Informa in respect of the year ended 31 December 2017 are based on
analysis by Informa's management and on Informa's internal records. Further
information relating to the Informa Profit Estimate is provided in Appendix
5. 
 
(q)        UBM total shareholder return of 85.1% from 31 October 2014 to 15
January 2018 is based on data provided by Thomson Reuters Datastream Total
Return Index. 
 
(r)        Certain figures included in this announcement have been subject to
rounding adjustments. 
 
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS 
 
The following UBM Directors have given irrevocable undertakings to vote in
favour of the resolutions relating to the Offer at the UBM Meetings in respect
of their own beneficial holdings of UBM Shares: 
 
 Name of UBM Director  Total Number of  Percentage of UBM issued share capital as at 29 January 2018, being the last Business Day prior to the date of this announcement  
                       UBM Shares                                                                                                                                         
 Warren Finegold       20,000           0.00507%                                                                                                                          
 Greg Lock             30,925           0.00785%                                                                                                                          
 John McConnell        5,694            0.00144%                                                                                                                          
 Mary McDowell         4,336            0.00110%                                                                                                                          
 Terry Neill           46,991           0.01192%                                                                                                                          
 Trynka Shineman       1,618            0.00041%                                                                                                                          
 David Wei             623              0.00016%                                                                                                                          
 Total                 110,187          0.02796%                                                                                                                          
 
 
Tim Cobbold and Marina Wyatt, also UBM Directors, have also given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting and the
resolutions relating to the Offer to be proposed at the UBM General Meeting in
respect of any UBM Shares received prior to the Voting Record Time for the UBM
Meetings as a result of their beneficial interests in UBM's 2015 Share
Incentive Plan and interests in options over UBM Shares (being interests over
693,586 UBM Shares for Tim Cobbold and interests over 469,413 UBM Shares for
Marina Wyatt). 
 
The obligations of the UBM Directors under the irrevocable undertakings shall
lapse and cease to have effect on and from the earlier of the following
occurrences: 
 
·    the Scheme 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 otherwise; 
 
·    the Scheme has not become effective by 6.00 p.m. on the Long Stop Date
(or such later time or date as agreed between Informa and UBM, with the
approval of the Court and/or the Panel if required); and 
 
·    any competing offer for the issued and to be issued ordinary share
capital of UBM is made which is declared wholly unconditional (if implemented
by way of an Offer) or otherwise becomes effective (if implemented by way of a
scheme of arrangement). 
 
These irrevocable undertakings remain binding in the event a higher competing
offer is made for UBM. The number of UBM Shares subject to each undertaking
will increase to the extent any further beneficial holdings in UBM Shares are
obtained by the UBM Directors prior to the UBM Meetings. 
 
Appendix 4
Quantified Financial Benefits Statement 
 
PART A - QUANTIFIED FINANCIAL BENEFITS STATEMENT 
 
Paragraph 5 of this announcement contains statements of estimated cost savings
and synergies expected to arise from the Offer (together, the "Quantified
Financial Benefits Statement"). 
 
A copy of the Quantified Financial Benefits Statement is set out below: 
 
"The board of Informa is confident that, as a direct result of the
transaction, the Enlarged Group will generate attractive synergies and create
additional shareholder value. 
 
The immediate benefits of OperatingScale are expected to generate significant
operating synergies, including a run rate of at least £60 million of annual
recurring pre-tax cost savings by the end of 2020, with around £50 million to
be delivered in the 2019 financial year. 
 
These anticipated cost synergies will accrue as a direct result of the
creation of the Enlarged Group and would not be achieved on a standalone
basis. The potential sources of quantified cost synergies are in addition to
any savings previously targeted and already underway by either Informa or
UBM. 
 
The constituent elements of quantified cost synergies, which are expected to
originate from the cost bases of both Informa and UBM, comprise: 
 
·    Corporate overhead reduction: Approximately £20 million (33%) of the cost
synergies are expected to be generated from the reduction of duplicate costs
across the board and executive leadership teams, as well as across other
corporate and group functions; 
 
·    Management and support restructuring: Approximately £37 million (61%) of
the cost synergies are expected to be generated from a reduction of duplicate
management and associated costs, and the rationalisation of overlapping IT
systems, processes and associated investment spend; and 
 
·    Procurement benefits: Approximately £3 million (6%) of the cost synergies
are expected to be generated from leveraging the Enlarged Group's scale across
procurement, commissions, insurance and property. 
 
Informa estimates that the realisation of these synergies will give rise to
one-off cash costs of approximately £80 million, the majority of which will be
incurred in the first two years after the Effective Date.. 
 
Aside from these one-off costs, Informa does not expect any material
dis-synergies to arise from the creation of the Enlarged Group." 
 
Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out below. 
 
Bases of Belief and Principal Assumptions 
 
Bases of belief 
 
Following commencement of discussions regarding the creation of the Enlarged
Group, a synergy development team (the "Synergy Team") was established at
Informa to evaluate and assess the potential synergies available for the
integration and undertake an initial planning exercise. The Informa team
worked in consultation with UBM's management team to identify areas of
potential savings and validate the cost synergy plan. 
 
The Informa synergy assessment was led by senior personnel with direct
experience of integrating B2B information services businesses. The Informa
team worked collaboratively with senior subject matter experts in each
functional area and commercial operations, to identify integration initiatives
and estimate the timing and quantum of cost savings available. 
 
In preparing the Quantified Financial Benefits Statement, both Informa and UBM
have shared certain operating and financial information to facilitate a
detailed analysis in support of evaluating the potential synergies available
from the creation of the Enlarged Group. UBM has shared detailed operational
information, with a limited number of specified clean team personnel within
the Synergy Team.  In circumstances where data have been limited for
commercial or other reasons, the Synergy Team has made estimates and
assumptions to aid its development of individual synergy initiatives. 
 
In general, the synergy assumptions have in turn been risk adjusted,
exercising a degree of prudence in the calculation of the estimated synergy
benefits set out above. 
 
In arriving at the Quantified Financial Benefits Statements, the Informa
Directors have assumed: 
 
·    No material change in macroeconomic, political, legal or regulatory
conditions in the markets and regions in which Informa and UBM operate; 
 
·    No significant impact on the underlying operations of either business
from the creation of the Enlarged Group; 
 
·    No material change in foreign exchange rates; and 
 
·    No material divestments from either the Informa or UBM existing
businesses. 
 
The baselines used for the quantified cost synergies were: 
 
·    For Informa: The full year budgeted operating expenses for the financial
year ended 31 December 2018; 
 
·    For UBM: The full year budgeted operating expenses for the financial year
ended 31 December 2018. 
 
Reports 
 
As required by Rule 28.1(a) of the Takeover Code, Deloitte, as reporting
accountants to Informa, Centerview Partners, lead financial advisers to
Informa, and Barclays, financial advisers to Informa, have provided the
opinions required under that Rule. Copies of these reports are included at
Parts B and C of this Appendix 4. 
 
Notes 
 
These statements are not intended as a profit forecast and should not be
interpreted as such. These statements of estimated synergies relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a result, the estimated synergies referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. Neither the Quantified
Financial Benefits Statement nor any other statement in this announcement
should be construed as a profit forecast or interpreted to mean that Informa's
earnings in the first full financial year following the Effective Date, or in
any subsequent period, will necessarily match or be greater than or be less
than those of Informa or UBM for the relevant preceding financial period or
any other period. 
 
Due to the scale of the Enlarged Group, there may be additional changes to the
Enlarged Group's operations. As a result, and given the fact that the changes
relate to the future, the resulting synergies may be materially greater or
less than those estimated. 
 
Deloitte LLP 
 
2 New Street Square 
 
London 
 
EC4A 3BZ 
 
The Directors 
 
Informa plc 
 
5 Howick Place 
 
London 
 
SW1P 1WG 
 
Centerview Partners UK LLP 
 
100 Pall Mall 
 
3rd Floor 
 
London 
 
SW1Y 5NQ 
 
Barclays Bank PLC, acting through its Investment Bank 
 
5 The North Colonnade 
 
Canary Wharf 
 
London 
 
E14 4BB 
 
30th January 2018 
 
Dear Sirs 
 
OFFER FOR UBM PLC (THE "TARGET") BY INFORMA PLC (THE "OFFEROR") 
 
We report on the statement made by the directors of the Offeror (the
"Directors") of synergy benefits set out in Part A of Appendix 4 to the
announcement (the "Announcement") issued by the Offeror ("the Quantified
Financial Benefits Statement" or "the Statement").  The Statement has been
made in the context of the disclosures within Part A of Appendix 4 setting
out, inter alia, the basis of the Directors' belief (identifying the principal
assumptions and sources of information) supporting the Statement and their
analysis, explanation and quantification of the constituent elements. 
 
Responsibilities 
 
It is the responsibility of the Directors to prepare the Statement in
accordance with Rule 28 of the City Code on Takeovers and Mergers (the
"Takeover Code"). 
 
It is our responsibility to form our opinion, as required by Rule 28.1(a) of
the Takeover Code, as to whether: the Statement has been properly compiled on
the basis stated and to report that opinion to you. 
 
This report is given solely for the purposes of complying with Rule 28.1(a)(i)
of the Takeover Code and for no other purpose.  Therefore, to the fullest
extent permitted by law we do not assume any other responsibility to any
person for any loss suffered by any such person as a result of, arising out
of, or in connection with this report or our statement, required by and given
solely for the purposes of complying with Rule 23.2 of the Takeover Code,
consenting to its inclusion in the Announcement. 
 
Basis of opinion 
 
We conducted our work in accordance with the Standards for Investment
Reporting issued by the Auditing Practices Board in the United Kingdom. 
 
Our work included considering whether the Statement has been accurately
computed based upon the disclosed bases of belief (including the principal
assumptions).  Whilst the bases of belief (and the principal assumptions) upon
which the Statement is based are solely the responsibility of the Directors,
we considered whether anything came to our attention to indicate that any of
the bases of belief (or principal assumptions) adopted by the Directors which,
in our opinion, are necessary for a proper understanding of the Statement have
not been disclosed or if any basis of belief (or principal assumption) made by
the Directors appears to us to be unrealistic.  Our work did not involve any
independent examination of any of the financial or other information
underlying the Statement. 
 
We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Quantified Financial Benefits Statement has been properly
compiled on the basis stated. 
 
Since the Statement (and the principal assumptions on which it is based)
relates to the future, the actual synergy benefits achieved are likely to be
different from those anticipated in the Statement and the differences may be
material.  Accordingly, we can express no opinion as to the achievability of
the synergy benefits identified by the Directors in the Statement. 
 
Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in jurisdictions outside the United
Kingdom, including the United States of America, and accordingly should not be
relied upon as if it had been carried out in accordance with those standards
and practices.  We have not consented to the inclusion of this report and our
opinion in any registration statement filed with the SEC under the US
Securities Act of 1933 (either directly or by incorporation by reference) or
in any offering document enabling an offering of securities in the United
States (whether under Rule 144A or otherwise).  We therefore accept no
responsibility to, and deny any liability to, any person using this report and
opinion in connection with any offering of securities inside the United States
of America or who makes a claim on the basis they had acted in reliance on the
protections afforded by United States of America law and regulation. 
 
Opinion 
 
In our opinion, based on the foregoing, the Quantified Financial Benefits
Statement has been properly compiled on the basis stated. 
 
Yours faithfully 
 
Deloitte LLP 
 
Deloitte LLP is a limited liability partnership registered in England and
Wales with registered number OC303675 and its registered office at 2 New
Street Square, London EC4A 3BZ, United Kingdom.  Deloitte LLP is the United
Kingdom affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche
Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"). DTTL and
each of its member firms are legally separate and independent entities. DTTL
and Deloitte NWE LLP do not provide services to clients. Please
seewww.deloitte.com/aboutto learn more about our global network of member
firms. 
 
PART C - REPORT FROM CENTERVIEW PARTNERS AND BARCLAYS BANK PLC 
 
The Board of Directors 
 
Informa PLC 
 
5 Howick Place, 
 
London 
 
United Kingdom 
 
SW1P 1WG 
 
30 January 2018 
 
Recommended Offer for UBM plc ("UBM") by Informa PLC ("Informa") 
 
We refer to the Informa Quantified Financial Benefits Statement, the bases of
belief thereof and the notes thereto (together, the "Statement") set out in
Part A of Appendix 4 of the Rule 2.7 announcement dated 30 January 2018 (the
"Announcement") for which the board of directors of Informa (the "Informa
Directors") are solely responsible under Rule 28.3 of the UK City Code on
Takeovers and Mergers (the "Code"). 
 
We have discussed the Statement (including the assumptions, accounting
policies, bases of calculation and sources of information referred to therein)
with the Informa Directors and those officers and employees of Informa who
developed the underlying assessment as well as with Deloitte LLP ("Deloitte")
as reporting accountants. The Statement is subject to uncertainty as described
in the Announcement and our work did not involve an independent examination of
any of the financial or other information underlying the Statement. 
 
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by or on behalf of Informa and/or UBM, or
otherwise discussed with or reviewed by us, and we have assumed such accuracy
and completeness for the purposes of providing this letter. 
 
We do not express any view as to the achievability of the quantified financial
benefits identified by the Informa Directors. 
 
We have also reviewed the work carried out by Deloitte and have discussed with
them the opinion set out in Part B of Appendix 4 of the Announcement addressed
to yourselves and ourselves. 
 
This letter is provided to you solely in connection with Rule 28.1(a)(ii) of
the Code and for no other purpose. We accept no responsibility to Informa, UBM
or their respective shareholders or any person other than the Informa
Directors in respect of the contents of this letter. Each of (i) Centerview
Partners UK LLP (acting as lead financial adviser to Informa) and (ii)
Barclays Bank PLC, acting through its Investment Bank (acting as corporate
broker, sponsor and financial adviser to Informa) are acting exclusively for
Informa and no one else in connection with the Offer. No person other than the
Informa Directors can rely on the contents of this letter, and to the fullest
extent permitted by law, we exclude all liability (whether in contract, tort
or otherwise) to any other person, in respect of this letter, its contents or
the work undertaken in connection with this letter or any of the results that
can be derived from this letter or any written or oral information provided in
connection with this letter, and any such liability is expressly disclaimed
except to the extent that such liability cannot be excluded by law. 
 
On the basis of the foregoing, we consider that the Statement, for which you
as the Informa Directors are solely responsible, has been prepared with due
care and consideration. 
 
Yours faithfully, 
 
Centerview Partners UK LLP and Barclays Bank PLC, acting through its
Investment Bank 
 
Appendix 5
Informa Profit Estimate 
 
PART A - INFORMA PROFIT ESTIMATE 
 
1.         Informa Profit Estimate 
 
Informa's statement of current trading set out in this announcement contains a
statement that Informa confirms it expects, in respect of the 2017 financial
year: 
 
"The Group to report adjusted 6 , fully diluted Earnings per Share of more
than 45.5p" 
 
The above statement constitutes a profit estimate for the purposes of Rule 28
of the Takeover Code. 
 
2.         Basis of Preparation 
 
The Informa Profit Estimate has been prepared based on the unaudited
management accounts for the year ended 31 December 2017. The Informa Profit
Estimate has been prepared on a basis consistent with the accounting policies
adopted by Informa for the unaudited interim financial results for the six
months ended 30 June 2017 and those that will be applicable for the year ended
31 December 2017. These policies are in accordance with IFRS and consistent
with those used in preparation of the Informa 2016 Annual Report and
Accounts. 
 
It has been assumed for the purposes of the Informa Profit Estimate that no
events will arise between the date of this announcement and the date on which
Informa announces its audited results for the year ended 31 December 2017
which would require incorporation in the 2017 results in accordance with the
Informa's accounting policies under IFRS. 
 
3.         Reports 
 
As required by Rule 28.1(a) of the Takeover Code, Deloitte, as reporting
accountants to Informa, Centerview Partners, lead financial advisers to
Informa, and Barclays, financial advisers to Informa, have provided the
opinions required under that Rule. Copies of these reports are included at
Parts B and C of this Appendix 5. 
 
Deloitte LLP 
 
2 New Street Square 
 
London 
 
EC4A 3BZ 
 
The Directors 
 
Informa plc 
 
5 Howick Place 
 
London 
 
SW1P 1WG 
 
Centerview Partners UK LLP 
 
100 Pall Mall 
 
3rd Floor 
 
London 
 
SW1Y 5NQ 
 
Barclays Bank PLC, acting through its Investment Bank 
 
5 The North Colonnade 
 
Canary Wharf 
 
London 
 
E14 4BB 
 
30 January 2018 
 
Dear Sirs 
 
INFORMA PLC 
 
We report on the profit estimate comprising an estimate of adjusted, fully
diluted earnings per share of Informa PLC (the "Company") and its subsidiaries
(together the "Group") for the year ended 31 December 2017 (the "Profit
Estimate").  The Profit Estimate, and the basis on which it is prepared, are
set out in Appendix 5, Part A of the Rule 2.7 Announcement (the
"Announcement") issued by the Company dated 30 January 2018. 
 
Responsibilities 
 
It is the responsibility of the directors of the Company (the "Directors") to
prepare the Profit Estimate in accordance with the requirements of Rule 28 of
the City Code on Takeovers and Mergers (the "Takeover Code").  In preparing
the Profit Estimate, the Directors are responsible for correcting errors that
they have identified which may have arisen in unaudited financial results and
unaudited management accounts used as the basis of preparation for the Profit
Estimate. 
 
It is our responsibility to form an opinion as required by Rule 28.1(a) of the
Takeover Code as to the proper compilation of the Profit Estimate and to
report that opinion to you. 
 
This report is given solely for the purposes of complying with Rule 28.1(a)(i)
of the Takeover Code and for no other purpose.  Therefore, to the fullest
extent permitted by law we do not assume any other responsibility to any
person for any loss suffered by any such person as a result of, arising out
of, or in connection with this report or our statement, required by and given
solely for the purposes of complying with Rule 23.2 of the Takeover Code,
consenting to its inclusion in the Announcement. 
 
Basis of Preparation of the Estimate 
 
The Profit Estimate has been prepared on the basis stated in Appendix 5, Part
A of the Announcement and is based on the unaudited management accounts for
the year ended 31 December 2017. The Profit Estimate has been prepared on a
basis consistent with the accounting policies adopted by the Group for the
unaudited interim financial results for the six months ended 30 June 2017, and
those that will be applicable for the year ended 31 December 2017.  The Profit
Estimate is required to be presented on a basis consistent with the accounting
policies of the Group. 
 
Basis of opinion 
 
We conducted our work in accordance with the Standards for Investment
Reporting issued by the Auditing Practices Board in the United Kingdom.  Our
work included evaluating the basis on which the historical financial
information for the 12 months to 31 December 2017 has been prepared and
considering whether the Profit Estimate has been accurately computed using
that information and consistent with the accounting policies of the Group. 
 
We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Profit Estimate has been properly compiled on the basis
stated. 
 
However, the Profit Estimate has not been audited.  The actual results
reported may be affected by required revisions to accounting estimates due to
changes in circumstances or the impact of unforeseen events and we can express
no opinion as to whether the actual results achieved will correspond to those
shown in the Profit Estimate and differences may be material. 
 
Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in jurisdictions outside the United
Kingdom, including the United States of America, and accordingly should not be
relied upon as if it had been carried out in accordance with those standards
and practices.  We have not consented to the inclusion of this report and our
opinion in any registration statement filed with the SEC under the US
Securities Act of 1933 (either directly or by incorporation by reference) or
in any offering document enabling an offering of securities in the United
States (whether under Rule 144A or otherwise).  We therefore accept no
responsibility to, and deny any liability to, any person using this report and
opinion in connection with any offering of securities inside the United States
of America or who makes a claim on the basis they had acted in reliance on the
protections afforded by United States of America law and regulation. 
 
Opinion 
 
In our opinion, the Profit Estimate has been properly compiled on the basis
stated and the basis of accounting used is consistent with the accounting
policies of the Group. 
 
Yours faithfully 
 
Deloitte LLP 
 
Deloitte LLP is a limited liability partnership registered in England and
Wales with registered number OC303675 and its registered office at 2 New
Street Square, London EC4A 3BZ, United Kingdom.  Deloitte LLP is the United
Kingdom affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche
Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"). DTTL and
each of its member firms are legally separate and independent entities. DTTL
and Deloitte NWE LLP do not provide services to clients. Please
seewww.deloitte.com/aboutto learn more about our global network of member
firms. 
 
PART C - REPORT FROM CENTERVIEW PARTNERS AND BARCLAYS BANK PLC 
 
The Board of Directors 
 
Informa PLC 
 
5 Howick Place, 
 
London 
 
United Kingdom 
 
SW1P 1WG 
 
30 January 2018 
 
Recommended Offer for UBM plc ("UBM") by Informa PLC ("Informa") 
 
We report on the estimate of adjusted, fully diluted earnings per share of
Informa (the "Informa Profit Estimate") made by Informa and set out in Part A
of Appendix 5 of the Rule 2.7 announcement dated 30 January 2018 (the
"Announcement") for which the Board of Directors of Informa (the "Informa
Directors") are solely responsible under Rule 28.3 of the City Code on
Takeovers and Mergers (the "Code"). 
 
We have discussed the Informa Profit Estimate with the Informa Directors as
well as Deloitte LLP ("Deloitte") as reporting accountants. The Informa Profit
Estimate is subject to uncertainty as described in the Announcement and our
work did not involve an independent examination of any of the financial or
other information underlying the Informa Profit Estimate. 
 
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by or on behalf of Informa, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this letter. 
 
We do not express any view as to the achievability of the Informa Profit
Estimate. 
 
We have also reviewed the work carried out by Deloitte and have discussed with
them the opinion set out in Part B of Appendix 5 of the Announcement addressed
to yourselves and ourselves. 
 
This letter is provided to you solely in connection with Rule 28.1(a)(ii) of
the Code and for no other purpose. We accept no responsibility to Informa,
UBM, their respective shareholders or any person other than the Informa
Directors in respect of the contents of this letter. Each of (i) Centerview
Partners UK LLP (acting as lead financial adviser to Informa) and (ii)
Barclays Bank PLC, acting through its Investment Bank (acting as corporate
broker, sponsor and financial adviser to Informa) are acting exclusively for
Informa and no one else in connection with the Offer. No person other than the
Informa Directors can rely on the contents of this letter, and to the fullest
extent permitted by law, we exclude all liability (whether in contract, tort
or otherwise) to any other person, in respect of this letter, its contents or
the work undertaken in connection with this letter or any of the results that
can be derived from this letter or any written or oral information provided in
connection with this letter, and any such liability is expressly disclaimed
except to the extent that such liability cannot be excluded by law. 
 
On the basis of the foregoing, we consider that the Informa Profit Estimate,
for which you as the Informa Directors are solely responsible, has been
prepared with due care and consideration. 
 
Yours faithfully, 
 
Centerview Partners UK LLP and Barclays Bank PLC, acting through its
Investment Bank 
 
Appendix 6
UBM Profit Estimate 
 
PART A - UBM PROFIT ESTIMATE 
 
1.         UBM Profit Estimate 
 
On 30 January 2018, UBM released a trading update in respect of the financial
year ended 31 December 2017. Included in this trading update were the
following statements: 
 
·    total UBM Group revenues of approximately £1,000m 7 ; and 
 
·    the UBM Group adjusted operating profit 8  margin to be approximately
29%7. 
 
The above statements (together, the "UBM Profit Estimate") constitute a profit
forecast for the purposes of Rule 28 of the Takeover Code. 
 
2.         Basis of Preparation 
 
The UBM Profit Estimate has been prepared by the UBM Directors based on the
unaudited consolidation schedules for the year ended 31 December 2017. The UBM
Profit Estimate has been prepared on a basis consistent with the accounting
policies adopted by UBM for the unaudited interim financial results for the
six months ended 30 June 2017 and those that will be applicable for the year
ended 31 December 2017. These policies are in accordance with IFRS and
consistent with those used in preparation of the UBM 2016 Annual Report and
Accounts. 
 
It has been assumed for the purposes of the UBM Profit Estimate that no events
will arise between the date of this announcement and the date on which UBM
announces its audited results for the year ended 31 December 2017 which would
require incorporation in the 2017 results in accordance with the UBM's
accounting policies under IFRS. 
 
3.         Reports 
 
As required by Rule 28.1(a) of the Takeover Code, EY, as reporting accountants
to UBM, and Credit Suisse and J.P. Morgan Cazenove, as financial advisers to
UBM, have provided the opinions required under that Rule. Copies of these
reports are included at Parts B and C of this Appendix 6. 
 
PART B - REPORT FROM EY 
 
 The DirectorsUBM plc240 Blackfriars RoadLondonSE1 8BF J.P. Morgan Securities plc 25 Bank StreetCanary Wharf LondonE14 5JP Credit Suisse InternationalOne Cabot Square LondonE14 4QJ  30 January 2018  
 
 
Dear Sirs 
 
We report on the estimate comprising the estimate of revenue and adjusted
operating profit margin of UBM plc (the "Company") and its subsidiaries
(together the "Group") for the year ended 31 December 2017 (the "Profit
Estimate").  The Profit Estimate, and the basis on which it is prepared is set
out in Part A of Appendix 6 of the announcement of a recommended offer by
Informa PLC (the "Offeror") for the Company issued jointly by the Offeror and
the Company (the "Announcement") dated 30 January 2018.  This report is
required by Rule 28.1(a)(i) of The City Code on Takeovers and Mergers (the
"City Code") and is given for the purpose of complying with that rule and for
no other purpose. 
 
Save for any responsibility that we may have to those persons to whom this
report is expressly addressed, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising
out of, or in connection with, this report or our statement, required by and
given solely for the purposes of complying with Rule 23.2 of the City Code by
consenting to its inclusion in the Announcement. Accordingly we assume no
responsibility in respect of this report to the Offeror or any person
connected to, or acting in concert with, the Offeror or to any other person
who is seeking or may in future seek to acquire control of the Company (an
"Alternative Offeror") or to any other person connected to, or acting in
concert with, an Alternative Offeror. 
 
Responsibilities 
 
It is the responsibility of the directors of the Company to prepare the Profit
Estimate in accordance with the requirements of the City Code. 
 
It is our responsibility to form an opinion as required by the City Code as to
the proper compilation of the Profit Estimate and to report that opinion to
you. 
 
Basis of preparation of the Profit Estimate 
 
The Profit Estimate has been prepared on the basis stated as set out in Part A
of Appendix 6 of the Announcement and is based on the unaudited consolidation
schedules for the twelve months ended 31 December 2017.  The Profit Estimate
is required to be presented on a basis consistent with the accounting policies
of the Group. 
 
Basis of opinion 
 
We conducted our work in accordance with the Standards for Investment
Reporting issued by the Auditing Practices Board in the United Kingdom.  Our
work included evaluating the basis on which the historical financial
information for the 12 months to 31 December 2017 included in the Profit
Estimate has been prepared and considering whether the Profit Estimate has
been accurately computed using that information and whether the basis of
accounting used is consistent with the accounting policies of the Group. 
 
We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Profit Estimate has been properly compiled on the basis
stated. 
 
However, the Profit Estimate has not been audited. The actual results
reported, therefore, may be affected by revisions required to accounting
estimates due to changes in circumstances, the impact of unforeseen events and
the correction of errors in the consolidation schedules. Consequently we can
express no opinion as to whether the actual results achieved will correspond
to those shown in the Profit Estimate and the difference may be material. 
 
Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in other jurisdictions and
accordingly should not be relied upon as if it had been carried out in
accordance with those standards and practices. US securities regulations do
not affirmatively require profit estimates to be reported on by a third party
and no comparable standards exist in the United States of America relating to
the issuance of such third party reports. Therefore this report should not
relied upon in any circumstances other than as part of the Announcement in
compliance with the City Code. Accordingly we accept no responsibility and
deny any liability to any person who seeks to rely on this report and who may
seek to make a claim in connection with any offering of securities on the
basis that they had acted in reliance on such information under the
protections afforded by United States of America law and regulations. 
 
Opinion 
 
In our opinion, the Profit Estimate has been properly compiled on the basis
stated and the basis of accounting used is consistent with the accounting
policies of the Company. 
 
Yours faithfully, 
 
Ernst & Young LLP 
 
The UK firm Ernst & Young LLP is a limited liability partnership registered in
England and Wales with registered number OC300001 and is a member firm of
Ernst & Young Global Limited. A list of members' names is available for
inspection at 1 More London Place, London SE1 2AF, the firm's principal place
of business and registered office.  Ernst & Young LLP is a multi-disciplinary
practice and is authorised and regulated by the Institute of Chartered
Accountants in England and Wales, the Solicitors Regulation Authority and
other regulators.  Further details can be found at
http://www.ey.com/UK/en/Home/Legal 
 
PART C - REPORT FROM CREDIT SUISSE AND J.P. MORGAN CAZENOVE 
 
The Board of Directors 
 
UBM plc 
 
44 Esplanade 
 
St Helier 
 
Jersey 
 
JE4 9WG 
 
30 January 2018 
 
Report on the Profit Estimate of UBM plc ("UBM") 
 
We refer to the profit estimate made by UBM as set out in Part A of Appendix 6
of this announcement (the "UBM Profit Estimate"), for which the directors of
UBM (the "Directors") are solely responsible under Rule 28 of the City Code on
Takeovers and Mergers (the "Code"). 
 
We have discussed the UBM Profit Estimate (including the bases and assumptions
on which it is made), with the Directors and Ernst & Young LLP ("Ernst &
Young"), UBM's reporting accountants. We have also discussed the accounting
policies and bases of calculation for the UBM Profit Estimate with you and
with Ernst & Young. We have also reviewed the work carried out by Ernst &
Young and have discussed with them the opinion set out in Part B of Appendix 6
of this announcement addressed to yourselves and ourselves on this matter. 
 
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by or on behalf of UBM, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this letter. You have confirmed to
us that all information relevant to the UBM Profit Estimate has been disclosed
to us. We do not express any view as to the achievability of the UBM Profit
Estimate. 
 
This letter is provided to you solely in connection with Rule 

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