Informa completes acquisition of Penton

RNS Number : 1628O

Informa PLC

02 November 2016

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Press release

2 November 2016

Informa PLC

Informa completes £1.2bn acquisition of Penton Information Services

Group adds Balance and Breadth with acquisition of Penton, further strengthening Global Exhibitions and Business Intelligence Divisions and expanding US presence

London: Informa (LSE: INF.L), ("Informa"), the international Business Intelligence, Exhibitions, Events and Academic Publishing Group, has completed the £1.2bn acquisition of Penton Information Services, the leading independent US Exhibitions and Professional Information Services group.

The acquisition, which has met all outstanding conditions, forms part of Informa's 2014-17 Growth Acceleration Plan, designed to build platform capabilities, add market-scale and deliver sustainable growth across the Group.

As stated at the time of the acquisition announcement in September, the Board of Informa believes the combination with Penton is commercially and financially compelling, with a strong portfolio fit that significantly strengthens the Global Exhibitions and Business Intelligence Divisions and improves the Group's long-term growth prospects.

In Global Exhibitions, Penton will add around 30 Exhibitions and increase the number of tier-one US Brands to 16 of the Top 250 Exhibitions.

For Business Intelligence, Penton brings more than 20 attractive digital subscription data Brands and a portfolio of 100+ print and digital B2B insight products.

Penton also brings a range of Branded content and large-scale engagement platforms, mainly in the TMT vertical, which will be combined with the Knowledge & Networking Division.

The combination will also lift the proportion of Group revenues denominated in US Dollars or currencies pegged to the US Dollar to 65%.

Patrick Martell, Chief Executive of the Business Intelligence Division, has now assumed the additional role of Chief Executive and Integration Officer for Penton.

Stephen A. Carter, Group Chief Executive, said: "We are delighted to welcome Penton Information Services to the Group, which adds Balance and Breadth to our portfolio and increases our scale in the US.

"Our primary focus is to deliver the 2016 financial targets for Informa, and to maintain operational discipline through the early part of 2017 - a key period in which several major Exhibitions are held and when Business Intelligence subscriptions are renewed.

"Since the acquisition announcement, our interaction with the Penton team has reaffirmed our belief that this combination will enhance our presence in attractive market segments. As part of the Growth Acceleration Plan, it demonstrates our commitment to improving growth and delivering attractive returns for shareholders."

Following this announcement, 12,829,146 shares will be admitted to trading on the London Stock Exchange, with a holding period of up to one year, as part of the consideration to the vendors of Penton¹. This follows the admission of 162,234,656 shares on 26 October 2016 relating to the Rights Issue that formed part of the funding for the Acquisition.

The total number of Informa shares in issue is now just over 824m, which, at last night's closing share price of 682p equates to a market capitalisation of £5.6bn.

Enquiries
Informa PLC
Stephen A. Carter, Group Chief Executive	[phone]
Gareth Wright, Group Finance Director	[phone]
Richard Menzies-Gow, Director of Investor Relations	[phone]
Teneo Strategy
Tim Burt / Ben Foster	[phone]
Samantha Cohen	[phone]

Notes to editors

¹ Informa announces that, pursuant to the Acquisition announced on 15 September 2016, 12,829,146 Consideration Shares of 0.1 pence each will be admitted, fully paid, to listing on the premium listing segment of the Official List of the UK Listing Authority and will be admitted, fully paid, to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 3 November 2016. Note that the vendors holding period of up to one year is subject to certain exceptions.

Total Voting Rights

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company announces that as at 3 November 2016 following admission of the Consideration Shares, the Company's issued share capital will consist of 824,005,051 Informa Shares, which will have one vote per share. The Company holds no Informa Shares in treasury. Therefore, as at 3 November 2016, the total number of voting rights in the Company is 824,005,051. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules.

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT ACQUIRE ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR RIGHTS ISSUE SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE AND THIS ANNOUNCEMENT CANNOT BE RELIED UPON FOR ANY INVESTMENT CONTRACT OR DECISION.

The defined terms set out in Part XVI of the prospectus published by Informa on 15 September 2016 (the "Prospectus") apply in this announcement. This announcement has been issued by and is the sole responsibility of Informa.

A copy of the Prospectus is available from the registered office of Informa and on Informa's website at www.informa.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Informa Shareholders in a Restricted Jurisdiction or the United States.

Neither the content of Informa's website nor any website accessible by hyperlinks on Informa's website is incorporated in, or forms part of, this announcement. This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for shares in Informa or to take up any entitlements to shares in Informa in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution directly or indirectly in or into the United States or any of the Restricted Jurisdictions and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not contain, constitute, or form part of, an offer to sell or the solicitation of an offer or the solicitation of an offer to purchase or subscribe for any Company securities in the United States or any of the Restricted Jurisdiction. The Provisional Allotment Letters and the Rights Issue Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  The Company does not intend to register the securities or conduct a public offering in the United States.

There will be no public offering of the shares in Informa in the United States or any of the Restricted Jurisdictions.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the Restricted Jurisdictions. Further this document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.

Each of Morgan Stanley & Co. International plc ("Morgan Stanley") and N.M. Rothschild & Sons ("Rothschild"), which are authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting as joint financial adviser to Informa and for no one else in connection with the Acquisition and/or the Rights Issue and other matters referred to in this document. In connection with such matters, neither Morgan Stanley, Rothschild, Centerview Partners nor any of their respective affiliates nor any of their or their affiliates' respective directors, officers, employees and agents will regard any other person (whether or not a recipient of this document) as their respective clients, nor will they be responsible to anyone other than Informa for providing the protections afforded to clients of Morgan Stanley, Centerview Partners or Rothschild nor for providing advice in relation to the Rights Issue and/or the Acquisition, the contents of this document or any other matter referred to herein.

 

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