Documents Published re Recommended Offer for UBM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE OFFER BASED ON THIS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
14 March 2018
Informa PLC
("Informa")
Informa publishes documents relating to recommended offer for UBM
On 30 January 2018, the boards of Informa and UBM plc ("UBM") announced the creation of a leading B2B Information Services Group through a recommended offer (the "Offer") for UBM by Informa.
Informa is pleased to announce that a Circular has been published today, having received approval from the UK Listing Authority, that contains information on the background and reasons for the Offer, the financial benefits, Informa's intentions and strategic plans and the actions to be taken by shareholders (the "Circular"). The Circular will be sent to Informa's shareholders (other than those who have elected for notification by electronic communication) shortly and is available for viewing on the Company's website https://informa.com/investors/recommended-offer-for-ubm/.
The Circular contains a notice convening a general meeting of Informa to be held at The Conrad London St James, 22-28 Broadway, London, SW1H 0BH at 10:30 a.m. on 17 April 2018 (the "Informa General Meeting").
Informa has also published a Prospectus relating to the new shares to be issued to UBM shareholders by Informa in connection with the Offer, and the application for admitting new shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Prospectus"). The Prospectus is being made available, free of charge, in electronic form on Informa's website https://informa.com/investors/recommended-offer-for-ubm/.
In addition, UBM has published its scheme document today (the "Scheme Document"), which contains, amongst other things, a letter from the Chairman of UBM, the full terms and conditions of the Scheme and the Offer, notices convening the Court Meeting and the UBM General Meeting, details of the Mix and Match Facility, an expected timetable of principal events and details of the actions to be taken by UBM shareholders. The Court Meting and the UBM General Meeting will take place on the same day as the Informa General Meeting. The Scheme Document will be made available on the UBM website http://www.ubm.com/investor/offer-informa-plc-ubm-plc.
Subject to the approval of Informa's shareholders at the Informa General Meeting, and the approval of UBM's shareholders at the Court Meeting and UBM General Meeting, as well as the satisfaction or waiver of the other Conditions set out in the Scheme Document and the approval of the Court, completion of the Offer is expected to occur in the second quarter of 2018.
Copies of the Prospectus, Circular and Scheme Document have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. In addition, copies of each of these documents will be available for inspection at https://informa.com/investors/recommended-offer-for-ubm up to and including the date upon which the Offer becomes effective.
Appointment of directors following completion
Under Listing Rule 9.6.11(1), Informa confirms that Greg Lock, Chairman of UBM, and UBM Non-Executive Directors Mary McDowell and David Wei will become Non-Executive Directors of Informa following completion of the Offer. Greg Lock will also be appointed Deputy Chairman of Informa. As such, each such individual is named as a Proposed Director in the Prospectus.
Enquiries
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Informa PLC |
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Stephen A. Carter, Chief Executive Officer |
+44 (0) 20 7017 5771 |
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Gareth Wright, Group Finance Director |
+44 (0) 20 7017 7096 |
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Richard Menzies-Gow, Director of Investor Relations |
+44 (0) 20 3377 3445 |
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Centerview Partners (Lead financial adviser exclusively for Informa) |
+44 (0) 20 7409 9700 |
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Robin Budenberg / Nick Reid / Edward Rowe |
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BofA Merrill Lynch (Financial adviser and corporate broker to Informa) |
+44(0) 20 7628 1000 |
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Ed Peel / Geoff Iles / Daniel Diamond |
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Barclays (Sponsor, financial adviser and corporate broker to Informa) |
+44 (0) 20 7623 2323 |
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Robert Mayhew / Matthew Smith / Nicola Tennent |
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Rothschild (Financial adviser to the Board of Informa) |
+44 (0) 20 7280 5128 |
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Warner Mandel |
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Teneo Blue Rubicon (Corporate communications adviser to Informa) |
+44(0) 20 7260 2700 |
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Tim Burt / Zoe Watt |
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Clifford Chance LLP and Mourant Ozannes are retained as legal advisers to Informa.
Terms used but not defined in this Announcement have the meaning set out in the announcement of the Offer released on 30 January 2018.
Further information
This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be implemented solely by means of the Scheme Document or any document by which the Offer is made, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote or other response to the Offer should be made only on the basis of the information in the Scheme Document.
Informa urges UBM Shareholders to read the Scheme Document and the Prospectus carefully because they contain important information in relation to the Offer, the New Informa Shares and the Enlarged Group. Informa urges Informa Shareholders to read the Circular and the Prospectus carefully. Any vote in respect of the resolutions to be proposed at the UBM Meetings or the Informa General Meeting to approve the Offer, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document, the Prospectus and, in the case of Informa Shareholders, the Circular.
The New Informa Shares are not being offered to the public by means of this announcement.
This announcement does not constitute a prospectus or prospectus equivalent document.
Important notices relating to financial advisers
Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA, is acting exclusively for Informa and no one else in connection with the matters referred to in this announcement. Centerview Partners is not and will not be responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to in this announcement.
BofA Merrill Lynch, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Informa and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for Informa and no one else in connection with the Offer and will not be responsible to anyone other than Informa for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to the board of Informa and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the contents of this document or any matter referred to herein.
Restricted Jurisdictions
This announcement has been prepared in accordance with English and Jersey law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Jersey.
Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Offer is implemented by way of a Takeover Offer (unless otherwise determined by Informa and permitted by applicable law and regulation), the Takeover Offer may not be communicated, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet or otherwise) of interstate or foreign commerce of, or any facilities of a national, state or securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or otherwise.
The availability of the Offer to UBM Shareholders who are not resident in the United Kingdom or Jersey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Jersey should inform themselves of, and observe, any applicable requirements.
The New Informa Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Restricted Overseas Persons except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.
Further details in relation to UBM Shareholders in overseas jurisdictions are contained in the Scheme Document.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Informa and UBM contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Informa and UBM about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Offer on the Informa Group, the UBM Group and the Enlarged Group, the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plan", "expect", "budget", "target", "aim", "scheduled", "estimate", "forecast", "intend", "anticipate", "assume" or "believe", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Informa and UBM believe that the expectations reflected in such forward-looking statements are reasonable, Informa and UBM can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Informa and/or UBM) because they relate to events and depend on circumstances that may or may not occur in the future.
There are a number of factors that could affect the future operations of the Informa Group, the UBM Group and/or the Enlarged Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability, disruption in business operations due to reorganisation activities, interest rate, inflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or combinations, the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Offer is implemented, the inability of the Informa Group to integrate successfully the UBM Group's operations and programmes when the Offer is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays, or difficulties relating to the Offer when the Offer is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Each forward-looking statement speaks only as of the date of this announcement. Neither Informa nor UBM, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Takeover Code, the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither the Informa Group nor the UBM Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional information for US investors
US holders of UBM Shares and UBM ADR Holders should note that the Offer relates to the securities of a Jersey company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under Jersey company law. An offer effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Offer will be subject to Jersey and UK procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in Jersey listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and other documentation related to the Offer has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Informa exercises its right, in the circumstances provided for in this announcement, to implement the Offer by way of a Takeover Offer, such Takeover Offer will only be made in the United States if an exemption from the registration requirements of the US Securities Act is available.
The New Informa Shares to be issued pursuant to the Offer have not been registered under the US Securities Act or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and may only be offered or sold in the United States in reliance on an exemption from registration requirements of the US Securities Act including in the case of the proposed scheme of arrangement, Section 3(a)(10) thereunder. Holders of UBM Shares who will be affiliates of Informa after the Effective Date will be subject to certain US transfer restrictions relating to the New Informa Shares received pursuant to the Scheme.
The receipt of New Informa Shares and/or cash pursuant to the Offer by a US holder of UBM Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of UBM Shares is urged to consult their independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
Neither the SEC nor any US state securities commission has approved or disapproved of the
New Informa Shares to be issued in connection with the Offer, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
It may be difficult for US holders of UBM Shares and UBM ADR Holders to enforce their rights and claims arising out of the US federal securities laws, since Informa and UBM are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of UBM Shares and UBM ADR Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Publication on a website
This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Informa's website at https://informa.com/investors/recommended-offer-for-ubm/ promptly and in any event by no later than 12 noon on 15 March 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This information is provided by RNS
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