Statement re Return of Headquarters to the UK
PRESS RELEASE
April 15th 2014
Informa plc
Return of Headquarters to the UK
As previously announced on 10 December 2013, the Board of Informa plc ("Informa" or the "Group") has approved a decision to return its headquarters from Switzerland to the United Kingdom. The Board believes such a relocation will simplify the Group's Executive Management structure and business operations, and will facilitate more focused management of the Group's businesses based in the UK and internationally.
Informa is pleased to announce that it is today posting, or otherwise making available to shareholders, a circular setting out further details of the proposals to redomicile the Group's headquarters ("Scheme Circular").
In order to effect the redomiciliation, it is proposed to put in place a new parent company for Informa ("New Informa"), which will be incorporated and tax resident in the UK. The introduction of New Informa as the new parent company of the Informa Group is to be effected by way of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (the "Scheme"). The Scheme is conditional upon a number of matters, including shareholder approval at a meeting convened by the Jersey Court (the "Court Meeting") and a separate general meeting of Informa (the "Scheme General Meeting"). Those meetings will be held immediately after Informa's Annual General Meeting ("AGM") on 23 May 2014 in Zurich.* The notices convening the Court Meeting and Scheme General Meeting are set out in the Scheme Circular.
If these conditions are satisfied and the Scheme is approved and implemented, New Informa will own the entire issued share capital of Informa and shareholders in Informa will become shareholders in New Informa.
The Scheme will not result in any significant changes in the the day-to-day conduct of the businesses of Informa, its strategy or its dividend policy. New Informa will have the same board and management team as Informa on the date that the Scheme becomes effective, and the implementation of the Scheme will not result in any material changes to corporate governance or existing investor protections which currently apply in relation to Informa. The return of corporate domicile to the UK is also not expected to have any material impact on the Group's reported tax rate, or taxation paid.
Of the recent changes and proposed redomicile, Derek Mapp, Chairman, stated:
"2013 was a significant year for our Group, and we have entered 2014 having managed the executive leadership transition to Stephen Carter, as our new Group CEO. At the same time as managing the executive leadership changes, we have also made some changes to the Non-Executive Directors, and I believe we can look forward to the benefits of refreshed executive leadership and a strengthened and expanded Board with a UK domiciled parent company."
Enquiries:
| Informa plc |
|
| Stephen Carter, Chief Executive | +41 (0) 41 444 1341 |
| Rupert Hopley, Company Secretary | +41 (0) 41 444 1345 |
| Richard Menzies-Gow, Investor Relations | +44 (0) 20 3377 3445 |
|
|
|
| FTI Consulting |
|
| Charles Palmer | +44 (0) 20 7269 7112 |
*Please see the separate press release issued today dealing with the Annual Report and Financial Statements 2013, Notice of 2014 AGM and Scheme Circular.
Key features of the Scheme
Under the Scheme:
• all existing Informa shares will be cancelled;
• Informa will issue new ordinary shares to New Informa so that New Informa will own the entire issued share capital of Informa; and
• Informa shareholders will receive one New Informa share for each Informa share cancelled under the Scheme. Certificates for Informa shares held in certificated form will cease to be valid.
The Scheme requires the approval of Informa shareholders at the Court Meeting. Informa shareholders will also be asked to approve a resolution covering various matters in connection with the Scheme at the Scheme General Meeting and the Scheme will also be conditional upon the passing of certain resolutions (as set out in the notice of the Scheme General Meeting).
If the Scheme is approved by the requisite majority at the Court Meeting, and approval is also obtained at the Scheme General Meeting, an application will be made to the Jersey Court to sanction the Scheme at a Jersey Court hearing. Informa shareholders (and holders of Informa American Depositary Receipts) will have the right to attend the Jersey Court hearing and to appear in person or be represented by counsel to support or oppose the sanction of the Scheme.
Full details of the Scheme are set out in the Scheme Circular.
Effective Date of new parent company structure
It is expected that the Scheme will become effective on 30 May 2014.
Creation of distributable reserves
Following the Scheme becoming effective, it is proposed that the share capital of New Informa will be reduced to create distributable reserves in New Informa. Such reduction of capital will require the approval of the New Informa shareholders prior to the Scheme General Meeting and, as the Informa shareholders will become New Informa shareholders following the Scheme becoming effective, the confirmatory approval of the Informa shareholders. As New Informa is an English company, the reduction of capital will also require confirmation by the English Court.
Full details of the proposed reduction of capital are set out in the Scheme Circular.
Informa Employee Share Plans
Rights under the Informa Employee Share Plans will not vest or be exercised early as a result of the Scheme. It is Informa's intention that such rights will continue on the same basis other than that participants will ultimately receive New Informa shares rather than Informa shares if their awards vest or options are exercised. Informa will write to participants in the Informa Employee Share Plans in due course to explain the effect on their awards in more detail.
The effect of the Scheme on the Informa Employee Share Plans, and the proposal of the New Informa directors to adopt consistent New Informa Employee Share Plans, is summarised in the Scheme Circular.
Prospectus and Listing
A prospectus relating to the New Informa shares is expected to be published on the Informa Group's website (www.informa.com) on or around 16 May 2014 after it has been filed with the Financial Conduct Authority in accordance with the Prospectus Rules. Application will be made to the UK Listing Authority for the New Informa shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that the New Informa shares will be listed and that dealings in them will commence at 8.00 a.m. on 30 May 2014. The listing of Informa shares is also expected to be cancelled on that date.
Expected Timetable of Principal Events
| Event | Time and/or date (2014) (1) |
| Publication of prospectus by New Informa | 16 May |
| Latest time for lodging PINK Forms of Proxy for the Court Meeting | 9.15 a.m. CEST (8.15 a.m. BST) on 21 May (2) |
| Latest time for lodging BLUE Forms of Proxy for the Scheme General Meeting | 9.30 a.m. CEST (8.30 a.m. BST) on 21 May |
| Voting Record Time | 6.00 p.m. on 21 May |
| Court Meeting | 9.15 a.m. CEST (8.15 a.m. BST) on 23 May |
| Scheme General Meeting | 9.30 a.m. CEST (8.30 a.m. BST) on 23 May (3) |
| Jersey Court hearing to sanction the Scheme | 9.00 a.m. on 29 May |
| Last day of dealings in, and for registration of transfers of, Informa shares | 29 May |
| Scheme Record Time | 6.00 p.m. on 29 May |
| Effective Date of the Scheme | 30 May |
| Cancellation of listing of Informa shares, New Informa shares admitted to Official List, crediting of New Informa shares in uncertificated form to CREST accounts and dealings in New Informa shares commence on the London Stock Exchange | 8.00 a.m. on 30 May |
| English Court hearing to sanction the reduction of capital of New Informa | 4 June |
| Reduction of capital becomes effective | 5 June |
| Despatch of New Informa share certificates for New Informa shares in certificated form | No later than 13 June |
_______________
Notes:
(1) Unless otherwise stated, all times are London times (BST)
(2) PINK Forms of Proxy for the Court Meeting not returned by this time may be handed to the registrars, Computershare, or to the Chairman of Informa, at the Court Meeting.
(3) To commence at 9.30 a.m. CEST (8.30 a.m. BST) or, if later, immediately after the conclusion or adjournment of the Jersey Court Meeting.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
This announcement does not constitute an offer for sale in the United States. The securities described have not been, and will not be, registered under the US Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, into the United States unless the securities are so registered or an exemption from the registration requirements is available.
This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the industry in which Informa operates to differ materially from the impression created by these forward-looking statements. Informa does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this document.
Notes to editors
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