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 5
30/01/2018 07:05
- Part 5: For the preceding part double click ID:nRSd2991Dd
28.1(a)(ii) of
the Code and for no other purpose. We accept no responsibility to UBM or its
shareholders or any person other than the Directors in respect of the contents
of this letter; no person other than the 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 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 UBM Profit Estimate, for
which you as the Directors are solely responsible, has been prepared with due
care and consideration.
Yours faithfully,
Credit Suisse International and J.P. Morgan Securities plc
Appendix 7
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
"Act" the Companies Act 2006, as amended from time to time
"Admission" the admission of the New Informa Shares by the FCA to the Official List and to trading on the London Stock Exchange's main market for listed securities
"associated undertaking" shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)
"Authorisations" authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals
"Balancing Dividend" a special dividend from UBM of an amount per UBM Share equal to 1.083 times the amount of any further ordinary interim dividend(s) declared or paid by Informa with a record date falling prior to the Effective Date, less the value of any Interim UBM Dividend paid or to be paid by UBM
"Barclays" Barclays Bank PLC, acting through its Investment Bank
"BofA Merrill Lynch" Merrill Lynch International
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which banks in London and Jersey are open for normal business
"CA 2006" the Companies Act 2006, as amended from time to time
"Centerview Partners" Centerview Partners UK LLP
"Circular" the circular to be sent by Informa to the Informa Shareholders summarising the background to and reasons for the Offer which includes a notice convening the Informa General Meeting
"Clean Team Confidentiality Agreement" the clean team confidentiality agreement dated 9 January 2018 between Informa and UBM, as described in paragraph 14 of this announcement
"Closing Price(s)" the closing middle market price of a UBM Share as derived from the Daily Official List on any particular date
"Condition(s)" the conditions of the Offer, as set out in Appendix 1 to this announcement and to be set out in the Scheme Document
"Confidentiality Agreement" the confidentiality agreement dated 21 December 2017 between Informa and UBM, as described in paragraph 10 of this announcement
"Confidentiality and Joint Defense Agreement" the confidentiality and joint defense agreement dated 9 January 2018 between Informa, UBM and their respective legal advisers, as described in paragraph 10 of this announcement
"Co-operation Agreement" the co-operation agreement dated 30 January 2018 between Informa and UBM, as described in paragraph 10 of this announcement
"Court Meeting" the meeting or meetings of Scheme Shareholders or any class or classes thereof to be convened by order of the Court pursuant to Article 125 of the Jersey Companies Law (notice of which will be set out in the Scheme Document) at which a resolution will be proposed to approve (with or without modification) the Scheme, including any adjournment thereof
"Court Order" the Act of the Court sanctioning the Scheme under Article 125 of the Jersey Companies Law
"Credit Suisse" Credit Suisse International
"Daily Official List" means the daily official list of the London Stock Exchange
"Effective" in the context of the Offer: (i) if the Offer is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Offer is implemented by way of the Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code
"Effective Date" the date on which the Offer becomes Effective
"Enlarged Group" the enlarged group following the Offer comprising the Informa Group and the UBM Group
"Excluded Shares" any UBM Shares beneficially owned by Informa or any subsidiary undertaking of Informa immediately prior to the Scheme Record Time
"Existing Informa Shares" the Informa Shares in issue as at the date of this announcement
"EY" Ernst & Young LLP
"Fairly Disclosed" the information which has been fairly disclosed by or on behalf of UBM: (i) in writing prior to the date of this announcement to Informa or Informa's financial, accounting, tax or legal advisers (in their capacity as such); (ii) in the UBM 2016 Annual Report and Accounts; (iii) in this announcement; or (iv) in any other public announcement made by UBM in accordance with the Market Abuse Regulation, Listing Guidance, Disclosure Rules or Transparency
Rules of the FCA after 31 December 2016
"FCA" Financial Conduct Authority or its successor from time to time
"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to time
"Final Informa Dividend" the final dividend for Informa in respect of the year ended 31 December 2017, such dividend intended to be an amount of 13.80 pence per Informa Share
"Final UBM Dividend" the final dividend for UBM in respect of the year ended 31 December 2017, such dividend intended to be an amount of 18.0 pence per UBM Share
"Form of Election" the form of election in relation to the Mix and Match Facility which shall accompany the Scheme Document
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time)
"IFRS" international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union
"Informa" Informa PLC, a public limited company incorporated in England & Wales with registered number 08860726
"Informa 2016 Annual Report and Accounts" the annual report and audited accounts of Informa for the year ended 31 December 2016
"Informa Directors" the directors of Informa
"Informa General Meeting" the general meeting of Informa Shareholders including any adjournments thereof to be convened to consider and if thought fit pass, inter alia the resolution to approve the Offer and authorise the creation and allotment of the New Informa Shares
"Informa Group" Informa and its subsidiary undertakings and where the context permits, each of them
"Informa Profit Estimate" the profit estimate of Informa for the 12 months ended 31 December 2017 as set out in the section entitled "Current Trading" of this announcement
"Informa Shareholders" holders of Informa Shares
"Informa Share(s)" Informa ordinary shares of 0.1 pence each in the capital of Informa
"Interim Results" the interim results of UBM for the six months ended 30 June 2017
"Interim UBM Dividend" any ordinary course interim dividend declared by UBM, being a dividend of up to 8.2 pence per UBM Share with a record date in September 2018
"JerseyCompanies Law" means the Companies (Jersey) Law 1991 (as amended from time to time)
"Jersey Court" or "Court" means the Royal Court of Jersey
"J.P. Morgan Cazenove" J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove
"Listing Rules" the listing rules, made by the FCA under Part 6 FSMA, as amended from time to time
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 31 December 2018
"Mix and Match Facility" the facility under which Scheme Shareholders are entitled to elect to vary the proportions in which they receive New Informa Shares and in which they receive cash in respect of their holdings of UBM Shares to the extent that other such Scheme Shareholders make off-setting elections
"New Informa Shares" Informa ordinary shares of 0.1 pence each proposed to be issued credited as fully paid pursuant to the Offer
"Offer" the proposed acquisition by Informa of the entire issued and to be issued share capital of UBM (other than the Excluded Shares) by means of the Scheme, or should Informa so elect, subject to the consent of the Panel, by means of a Takeover Offer
"Offer Period" the offer period (as defined by the Takeover Code) relating to UBM, which commenced on 16 January 2018
"Offer Price" the consideration offered by Informa under the terms of the Offer in the form of 1.083 New Informa Shares and 163 pence in cash for each UBM Share
"Official List" the Official List of the FCA
"Panel" the Panel on Takeovers and Mergers
"Penton Information Services" Penton Business Media Holdings, Inc.
"Permitted Dividend" each of the Final UBM Dividend, the Special Dividend, the Interim UBM Dividend and the Balancing Dividend
"Phase 2 CMA Reference" a reference of the Offer to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
"PRA" the Prudential Regulation Authority or its successor from time to time
"Prospectus" the prospectus relating to Informa in respect of the New Informa Shares to be issued in connection with the Offer
"Quantified Financial Benefits Statement" the statement described as such and set out in Appendix 4
"Registrar of Companies" the registrar of companies in Jersey
"Regulatory Information Service" a regulatory information service as defined in the FCA Handbook
"relevant securities" shall be construed in accordance with the Takeover Code
"Restricted Jurisdiction(s)" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to UBM Shareholders in that jurisdiction
"Restricted Overseas Persons" UBM Shareholders resident in, or nationals or citizens of, Restricted Jurisdiction or who are nominees or custodians, trustees or guardians for, citizens, residents or nationals of such Restricted Jurisdictions
"Scheme" the proposed scheme of arrangement under Article 125 of the Jersey Companies Law between UBM and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by UBM and Informa
"Scheme Document" the document to be sent to UBM Shareholders and persons with information rights containing, amongst other things, the full terms and conditions of the Scheme and notices convening the UBM Meetings
"Scheme Record Time" the time and date specified in the Scheme Document, expected to be 6 p.m. on the date of the Court hearing to sanction the Scheme
"Scheme Shareholder(s)" holders of Scheme Shares
"Scheme Shares" all UBM Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case other than the Excluded Shares
"Special Dividend" a special dividend from UBM of an amount of 14.9454 pence per UBM Share, being the Final Informa Dividend multiplied by 1.083 (the number of New Informa Shares to be issued for each UBM Share)
"Special Resolution" the special resolution proposed to be passed at the UBM General Meeting in connection with, inter alia, implementation of the Scheme and such other matters as may be necessary to implement the Scheme and the delisting of the UBM Shares
"subsidiary", "subsidiary undertaking" and "undertaking" shall be construed in accordance with the CA 2006
"Takeover Code" the Takeover Code issued by the Panel on Takeovers and Mergers, as amended from time to time
"Takeover Offer" if, subject to the consent of the Panel, the Offer is implemented by way of a takeover offer as defined in Article 116 of the Jersey Companies Law, the recommended offer to be made by or on behalf of Informa to acquire the entire issued and to be issued ordinary share capital of UBM (other than the Excluded Shares), and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Term Facilities Agreement" the term facilities agreement dated 30 January 2018 between, among others, the Company, BofA Merrill Lynch as arranger, the Agent and Bank of America, N.A. as the original lender
"UBM" UBM plc, a public limited company incorporated in Jersey with registered number 100460
"UBM 2016 Annual Report and Accounts" the annual report and audited accounts of UBM for the year ended 31 December 2016
"UBM ADR Holders" holders of UBM ADRs
"UBM ADRs" sponsored level 1 American Depositary Receipts (or, as the context requires, the American Depositary Shares) of UBM for which The Bank of New York Mellon acts as depositary
"UBM Directors" the directors of UBM
"UBM General Meeting" the general meeting of UBM Shareholders including any adjournments thereof (notice of which will be set out in the Scheme Document), to be convened to consider and if thought fit pass, inter alia, the Special Resolution in relation to the Scheme
"UBM Group" UBM and its subsidiary undertakings and where the context permits, each of them
"UBM Meetings" the Court Meeting and the UBM General Meeting
"UBM Profit Estimate" the profit estimate of UBM for the 12 months ended 31 December 2017 as set out in paragraph 1 of Part A of Appendix 6 to this announcement
"UBM Shareholder(s)" holders of UBM Shares
"UBM Share Schemes" the UBM 2014 Deferred Bonus Plan, the UBM 2014 Performance Share Plan, the UBM Executive Retention Plan, the UBM 2008 Sharesave Scheme, the UBM 2014 International Sharesave Plan, the UBM 2015 Share Incentive Plan, the UBM Bonus Investment Plan 2005 and the UBM 2008 Executive Share Option Scheme
"UBM Share(s)" the ordinary shares of 11.25 pence each in the capital of UBM
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UKLA" the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA
"US Exchange Act" the United States Securities Exchange Act of 1934, as amended
"US Person" a US person as defined in Regulation S under the US Securities Act
"US Securities Act" the US Securities Act of 1933, as amended and the rules and regulations promulgated thereunder
"Voting Record Time" the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined
"Wider Informa Group" Informa Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Informa and such undertakings (aggregating their interests) have an interest of more than 20% of the voting or equity capital or the equivalent.
"Wider UBM Group" UBM and associated undertakings and any other body corporate, partnership, joint venture or person in which the UBM and such undertakings (aggregating their interests) have an interest of more than 20% of the voting or equity capital or the equivalent
"£" or "pence" or "p" the lawful currency of the United Kingdom
"$" or "USD" or "US$" the lawful currency of the United States of America
All times referred to are London time unless otherwise stated.
1 Adjusted, fully diluted earnings per share is derived from statutory
profit for the year excluding items that are common across the media sector:
amortisation and impairment of goodwill and intangible assets relating to
businesses acquired and other intangible asset purchases of titles and
exhibitions, acquisition and integration costs charged to the consolidated
income statement, profits or loss on disposal of businesses, restructuring
costs and other non-recurring items that in the opinion of the Informa
Directors would distort underlying results.
2 2017 average exchange rate of $1.28.
3 Operating profit excluding amortisation of intangible assets arising on
acquisitions, exceptional items and share of taxation on joint ventures and
associates.
4 2017 average exchange rate of $1.28.
5 Operating profit excluding amortisation of intangible assets arising on
acquisitions, exceptional items and share of taxation of joint ventures and
associates.
6 Adjusted, fully diluted earnings per share is derived from statutory
profit for the year excluding items that are common across the media sector:
amortisation and impairment of goodwill and intangible assets relating to
businesses acquired and other intangible asset purchases of titles and
exhibitions, acquisition and integration costs charged to the consolidated
income statement, profits or loss on disposal of businesses, restructuring
costs and other non-recurring items that in the opinion of the Informa
Directors would distort underlying results.
7 2017 average exchange rate of $1.28
8 Operating profit excluding amortisation of intangible assets arising on
acquisitions, exceptional items and share of taxation on joint ventures and
associates.
This information is provided by RNS
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