Results of Placing

RNS Number : 3527X

Informa PLC

18 November 2014

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

18 November 2014

Informa PLC

Results of Placing

Informa PLC ("Informa" or the "Company") is pleased to announce the completion of the placing announced earlier today (the "Placing").

A total of 45,000,000 new ordinary shares of 0.1 pence each in Informa (the "Placing Shares") have been placed by Barclays Bank PLC ("Barclays") and Merrill Lynch International ("BofA Merrill Lynch") at a price of 460 pence per Placing Share, raising gross proceeds of approximately £207 million. The Placing Shares being issued represent approximately 7.45 per cent of Informa's existing issued ordinary share capital prior to the Placing.

Following the acquisition of Hanley Wood Exhibitions (the "Acquisition") announced this morning and the final placing size detailed above, the Company's pro-forma net debt to EBITDA ratio at December 2014 is expected to be in the middle of its stated target leverage range of 2.0x to 2.5x. The net proceeds from the placing will be used to pay down debt and will provide Informa with sufficient financial flexibility to continue to execute its strategy in accordance with the 2014-17 Growth Acceleration Plan.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 0.1 pence each in the capital of the Company including the right to receive all dividends and distributions declared, made or paid after the date of issue of the Placing shares.

Application will be made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the Placing Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8am on 20 November 2014 and that dealings in the Placing Shares on the LSE's main market for listed securities will commence at the same time.

Stephen Carter, Chief Executive Officer of Informa commented:

"We are pleased to have completed today's placing to support the acquisition announced this morning. The mix of debt and equity gives us a good balance of financing and leaves our leverage within our target range of 2.0x to 2.5x net debt to EBITDA at December 2014, giving us ongoing flexibility through the period of the 2014-2017 Growth Acceleration Plan."

Barclays and BofA Merrill Lynch acted as joint bookrunners in respect of the Placing.

As set out in more detail in the announcement of the Placing made earlier today, the Placing is conditional upon, inter alia, Admission becoming effective and upon the placing agreement between the Company, Barclays and BofA Merrill Lynch not being terminated. The Placing is not conditional on the acquisition of Hanley Wood Exhibitions.

Enquiries

Informa PLC
Stephen A. Carter, Group Chief Executive	[phone]
Gareth Wright, Group Finance Director	[phone]
Richard Menzies-Gow, Director of Investor Relations	[phone]
Barclays Bank PLC
Jim Renwick Matthew Smith Tom Boardman	[phone]
BofA Merrill Lynch
Ed Peel George Close-Brooks Daniel Burton-Morgan	[phone]
StockWell Communications
Tim Burt	[phone]

About Informa PLC

Informa operates at the heart of the Knowledge and Information Economy. It is one of the world's leading business intelligence, knowledge, and events businesses, with more than 6,000 employees in over 100 offices across 25 countries. To learn more, visit www.informa.com.

IMPORTANT NOTICE

This Announcement is being issued by and is the sole responsibility of the Company. This Announcement, is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful unless permitted pursuant to an exemption under the relevant local law or regulation. This Announcement is for information purposes only and does not constitute an offer or invitation to underwrite, buy, subscribe, sell or issue or the solicitation of an offer to buy, sell, acquire, dispose or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and to observe, such restrictions. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.  Persons needing advice should consult an independent financial adviser.

Subject to certain exceptions, the Placing Shares may not be offered or sold in Canada, Australia, Japan or South Africa or to, or for the account or benefit of any national resident or citizen of Canada, Australia, Japan or South Africa. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.  No public offering of the shares referred to in this announcement is being made in the United States, the United Kingdom or elsewhere.

The distribution of this Announcement and the Placing of the Placing Shares as set out in this Announcement in certain jurisdictions may be restricted by law.  No action has been taken that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.

Barclays and BofA Merrill Lynch, which are authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting as joint bookrunners for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners nor any of their respective Affiliates for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either Joint Bookrunner or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility therefor is expressly disclaimed. The Joint Bookrunners and each of their respective Affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by either Joint Bookrunner or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (THE "PROSPECTUS DIRECTIVE")); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given ("Placees") will be deemed to have read and understood this Announcement in its entirety. In particular, each such Placee represents, warrants and acknowledges that it: (i) is outside the United States and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) or (ii) (a) is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act), and (b) subscribing for the Placing Shares pursuant to an exemption from the registration requirements under the Securities Act and (c) acknowledges that the Placing Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States.

Each of the Joint Bookrunners and any of their Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Joint Bookrunners or any of their Affiliates acting in such capacity. In addition each of the Joint Bookrunners and any of their Affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Joint Bookrunners and any of their Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither the Joint Bookrunners nor any of their Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, neither the Company nor the Joint Bookrunners assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning the Placing.

 

END

 

 

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