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UBM plc (UBM)

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Wednesday 01 October, 2014

UBM plc

Acquisition Of Advanstar Communications And Rig...


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OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR 
PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF 
NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR 
CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, 
OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE 
ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE
INTO THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING 
PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF UBM PLC AND ON ITS 
WEBSITE AT WWW.UBM.COM.

1 October 2014

For Immediate Release

                                    UBM PLC                                    

PROPOSED ACQUISITION OF ADVANSTAR COMMUNICATIONS AND FULLY UNDERWRITTEN RIGHTS 
                                     ISSUE                                     

Summary

  * UBM plc ("UBM", or the "Company") announces the proposed acquisition of the
    entire issued and outstanding capital stock of VSS-AHC Consolidated
    Holdings Corp (also known as Advanstar Communications) ("Advanstar") from
    the current shareholders of Advanstar for a total cash consideration of
    US$972 million (£599 million)1 (the "Acquisition")
   
  * The UBM Directors believe the Acquisition is a compelling opportunity to
    acquire a large portfolio of high quality, `must-attend' events, with
    strong brands and leading positions in Fashion, Licensing, Life Sciences
    and Powersports2
   
  * The Acquisition:
   
  * 
      + brings UBM market leadership in a new vertical, becoming the #1 player
        in Fashion industry events in the US by share of unique exhibitors3
       
      + makes UBM the #1 events business in the US by 2013 revenue4
       
      + adds 5 highly profitable events which would rank among UBM's 2013 Top
        20 by revenue
       
      + balances UBM's emerging markets portfolio, aligning UBM's Events
        business with the global events market
       
      + increases UBM's focus on events, raising 2013 Events revenue from £463
        million5 by a further £135 million6
       
  * The Acquisition is financially attractive:
   
  * 
      + expected to be immediately EPS accretive7 in 2015, even pre-synergies
       
      + strong returns for shareholders - ROI8 is expected to exceed UBM's
        WACC9 in the first full year following Completion
       
      + releases material operating synergies with a straightforward
        integration plan
       
      + significant tax benefits through efficient structure and use of UBM tax
        losses
       
      + financing mix improves UBM's balance sheet flexibility
       
  * Advanstar is an events and marketing services business serving business
    professionals and consumers in the Fashion, Licensing, Life Sciences and
    Powersports industries
   
  * 
      + Advanstar operates 54 tradeshows and approximately 100 conferences. The
        tradeshows occupy approximately 400,000 net square metres of exhibition
        space annually and include leading fashion events such as MAGIC
        Marketplace (held in Las Vegas) and Fashion Coterie (held in New York).
        Advanstar also offers 30 publications and 194 supporting websites and
        digital products
       
      + Advanstar is one of the largest tradeshow operators in the US, with a
        portfolio of events that includes the two largest independently-owned
        tradeshows in the US10
       
      + Advanstar's profitable print and innovative digital businesses are
        appropriately aligned to its events business
       
      + Advanstar is headquartered in California and has 555 employees (as at
        31 August 2014)
       
  * Advanstar's CEO, Joe Loggia, will continue to manage the Advanstar business
    within UBM and will report directly to UBM CEO Tim Cobbold for a
    transitional period
   
  * The consideration and UBM's transaction expenses will be financed from a
    planned £563 million Rights Issue and a new US$100 million UBM bridge
    facility
   
  * Clearly identified cost synergies of approximately US$10 million (£6
    million)1 per annum (estimated in third full year)
   
  * The transaction is expected to allow UBM to reduce financial leverage with
    an immediate reduction in net debt/EBITDA
   
  * The Acquisition is classified under the Listing Rules as a Class 1
    transaction and accordingly is conditional on the approval of Shareholders
    at the General Meeting expected to be held in November 2014
   
  * The Rights Issue is expected to be launched in November 2014, subject to
    the approval of the Acquisition by Shareholders
   
  * In advance of the launch of the Rights Issue, UBM will host a Capital
    Markets Day at which CEO Tim Cobbold will set out UBM's strategy for growth
    and delivering shareholder value
   
Commenting on the Acquisition, Tim Cobbold, Chief Executive Officer of UBM plc,
said:

"This is a great acquisition for UBM and its shareholders. In addition to being
financially attractive, it strengthens UBM's core events business while
balancing and complementing UBM's strong events portfolio in emerging markets.
UBM will become the largest events organiser in the US - the biggest events
market in the world.

Advanstar gives UBM a portfolio of high quality, large scale `must-attend'
events which serve growing markets, particularly the US fashion industry, a new
vertical for UBM.

I look forward to working closely with Advanstar's CEO Joe Loggia and his
strong management team in the coming months."

Also commenting on the Acquisition, Joe Loggia, Chief Executive Officer of
Advanstar Communications, said:

"We are pleased to be joining UBM and to be combining our highly complementary
businesses, talented people and customer-focused cultures. With greater scale,
as the largest organiser in the US, and with access to international markets,
the combined company will be strongly positioned for continued growth."

This summary should be read in conjunction with the full text of this
announcement.

Conference call and webcast details

An analyst and investor call will be held at 8.30 a.m. (BST) today. Details of
the call can be found by using the following link:

http://www.ubm.com

A recording of the conference call will be available later today, after the
conclusion of the call, available on our website as above.

Enquiries

UBM plc                                                                       
                                                                              
Peter Bancroft (Media, UBM plc)                            +44(0) 207 921 5961
                                                                              
Chris Barrie / Angharad Couch / Jos Bieneman (Media,       +44(0) 796 872 7289
Citigate Dewe Rogerson)                                       / +44(0) 207 638
                                                                          9571
                                                                              
Chantal Bradford (Investor Relations, UBM plc)             +44(0) 207 921 5943
                                                                              
J.P. Morgan Cazenove (Sole Financial Adviser, Sole Sponsor and Corporate      
Broker to UBM)                                                                
                                                                              
Hugo Baring                                                +44(0) 207 134 4283
                                                                              
Nicholas Hall                                              +44(0) 207 134 3339
                                                                              
Thomas White                                               +44(0) 207 134 7358

Credit Suisse (Corporate Broker to UBM)                                       
                                                                              
Stuart Field                                               +44(0) 207 883 3083

IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, UBM
plc ("UBM"). No representation or warranty, express or implied, is or will be
made by, or in relation to, and no responsibility or liability is or will be
accepted by J.P. Morgan Cazenove or Credit Suisse (each as defined below) or by
any of their respective affiliates or agents or by any advisor to UBM or by any
of their affiliates or agents as to or in relation to the accuracy or
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This announcement is not a prospectus but an advertisement and investors should
not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in
this announcement except on the basis of the information contained in the
Prospectus to be published by UBM in connection with the Rights Issue. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. The information in this announcement
is subject to change.

A copy of the Prospectus when published will be available from the registered
office of UBM and on UBM's website at www.ubm.com provided that the Prospectus
will not, subject to certain exceptions, be available (whether through the
website or otherwise) to Shareholders in the United States, Australia, Canada,
Japan or any jurisdiction in which it would be unlawful to do so (each an "
Excluded Territory").

Neither the content of UBM's website nor any website accessible by hyperlinks
on UBM's website is incorporated in, or forms part of, this announcement. The
Prospectus will give further details of the New Shares, the Nil Paid Rights and
the Fully Paid Rights being offered pursuant to the Rights Issue.

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 (once published) and 
the Provisional Allotment Letters (once printed) should not be distributed, 
forwarded to or transmitted in or into the United States or any other Excluded
Territory.

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, Nil Paid
Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil
Paid Rights in any jurisdiction. No offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, Nil Paid
Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil
Paid Rights will be made 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 to persons in the United States or any
other Excluded Territory, 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.

The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional
Allotment Letters have not been and will not be registered under 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, transferred or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from or in a transaction not
subject to the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer of the Nil
Paid Rights, the Fully Paid Rights or the New Shares in the United States.

The information in this announcement may not be forwarded or distributed to any
other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Rights Issue. The price and value of
securities can go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be construed as
legal, business, financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States. This announcement does
not contain or constitute an offer for sale or the solicitation of an offer to
purchase securities in the United States. Any securities referred to herein
have not been and will not be registered under the Securities Act, and may not
be offered or sold in the United States absent registration under the
Securities Act or an available exemption from, or transaction not subject to,
the registration requirements of the Securities Act.

To the extent available, the industry and market data contained in this
announcement has come from official or third party sources. Third party
industry publications, studies and surveys generally state that the data
contained therein have been obtained from sources believed to be reliable, but
that there is no guarantee of the accuracy or completeness of such data. The
Company has not independently verified the data contained therein. In addition,
certain industry and market data contained in this announcement come from the
Company's own internal research and estimates based on the knowledge and
experience of the Company's management in the market in which the Company
operates. While the Company believes that such research and estimates are
reasonable and reliable, they, and their underlying methodology and
assumptions, have not been verified by any independent source for accuracy or
completeness and are subject to change without notice. Accordingly, undue
reliance should not be placed on any of the industry or market data contained
in this announcement.

Notice to all investors

J.P. Morgan Securities plc, which conducts its UK investment banking businesses
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised in the UK by the
Prudential Regulatory Authority and regulated in the UK by the Prudential
Regulatory Authority and the Financial Conduct Authority, is acting exclusively
for UBM and no one else in connection with the Rights Issue and will not regard
any other person as its respective clients in relation to the Rights Issue and
will not be responsible to any person other than UBM for providing the
protections afforded to clients of J.P. Morgan Cazenove, nor for providing
advice in relation to any matters referred to herein.

J.P. Morgan Limited, which conducts its UK investment banking businesses as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised and regulated
in the UK by the Financial Conduct Authority, is acting exclusively for UBM and
no one else in connection with the Acquisition and will not regard any other
person as its respective clients in relation to the Acquisition and will not be
responsible to any person other than UBM for providing the protections afforded
to clients of J.P. Morgan Cazenove, nor for providing advice in relation to or
any other matters referred to herein. For the purposes of this announcement,
references to "J.P. Morgan Cazenove" are to both J.P. Morgan Limited and/or
J.P. Morgan Securities plc, as appropriate.

Credit Suisse Securities (Europe) Limited ("Credit Suisse") is authorised in
the UK by the Prudential Regulatory Authority and regulated in the UK by the
Prudential Regulatory Authority and the Financial Conduct Authority, is acting
exclusively for UBM and no one else and will not regard any other person as its
client in relation to the matters referred to herein and will not be
responsible to any person other than UBM for providing the protections afforded
to clients of Credit Suisse, nor for providing advice in relation to any of the
matters referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed
on J.P. Morgan Cazenove or Credit Suisse under FSMA or the regulatory regime
established thereunder, J.P. Morgan Cazenove and Credit Suisse accept no
responsibility whatsoever for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with UBM, the Nil
Paid Rights, the Fully Paid Rights, the New Shares, the Acquisition or the
Rights Issue or any other matter referred to herein. Subject to applicable law,
each of J.P. Morgan Cazenove and Credit Suisse accordingly disclaims, to the
fullest extent permitted by law, all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any
representation other than those contained in this announcement and the
Prospectus and, if given or made, such information or representations must not
be relied on as having been authorised by J.P. Morgan Cazenove or Credit
Suisse. Subject to the Listing Rules, the Prospectus Rules and the Disclosure
and Transparency Rules, the issue of this announcement shall not, in any
circumstances, create any implications that there has been no change in the
affairs of UBM since the date of this announcement or that the information in
it is correct as at any subsequent date.

J.P. Morgan Cazenove may, in accordance with applicable laws and regulations,
engage in transactions in relation to the Provisional Allotment Letters, the
Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related
instruments for their own account for the purpose of hedging their underwriting
exposure or otherwise. Except as required by applicable laws or regulations,
J.P. Morgan Cazenove does not propose to make any public disclosure in relation
to such transactions.

Cautionary statement regarding forward-looking statements

This announcement may contain certain forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of operations and
business of UBM, VSS-AHC Consolidated Holdings Corp ("Advanstar") and UBM and
its subsidiary undertakings, and, where the context requires, its associated
undertakings, following the acquisition of Advanstar (the "Enlarged Group").

These statements, which contain the words "anticipate", "believe", "intend",
"estimate", "expect", "may", "will", "seek", "continue", "aim", "target",
"projected", "plan", "goal," "achieve" and words of similar meaning, reflect
the Company's beliefs and expectations and are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment the Company and the Enlarged Group will operate in and are subject
to risks and uncertainties that may cause actual results to differ materially.
No representation is made that any of these statements or forecasts will come
to pass or that any forecast results will be achieved. Forward-looking
statements involve inherent known and unknown risks, uncertainties and
contingencies because they relate to events and depend on circumstances that
may or may not occur in the future and may cause the actual results,
performance or achievements of the Company or the Enlarged Group to be
materially different from those expressed or implied by such forward looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the Company's or the Enlarged Group's ability to control or estimate
precisely, such as future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of regulators and other
factors such as the Company's or the Enlarged Group's ability to continue to
obtain financing to meet its liquidity needs, changes in the political, social
and regulatory framework in which the Company or Advanstar operates or in
economic or technological trends or conditions. Past performance of the Company
or Advanstar cannot be relied on as a guide to future performance. As a result,
you are cautioned not to place undue reliance on such forward-looking
statements. The list above is not exhaustive and there are other factors that
may cause the Company's or the Enlarged Group's actual results to differ
materially from the forward-looking statements contained in this announcement
Forward-looking statements speak only as of their date and the Company, its
parent and subsidiary undertakings, the subsidiary undertakings of such parent
undertakings, J.P. Morgan Cazenove and Credit Suisse and any of their
respective directors, officers, employees, agents, affiliates or advisers
expressly disclaim any obligation to supplement, amend, update or revise any of
the forward-looking statements made herein, except where it would be required
to do so under applicable law.

You are advised to read this announcement and, once published, the Prospectus
in their entirety for a further discussion of the factors that could affect the
Company's future performance. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements in this
announcement may not occur.

No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per share of UBM for the current or future financial years would
necessarily match or exceed the historical published earnings per share of UBM.

                                    UBM PLC                                    

PROPOSED ACQUISITION OF ADVANSTAR COMMUNICATIONS AND FULLY UNDERWRITTEN RIGHTS 
                                     ISSUE                                     

 1. Introduction
   
UBM plc today announces the proposed acquisition of the entire issued and
outstanding capital stock of VSS-AHC Consolidated Holdings Corp (also known as
Advanstar Communications) ("Advanstar") from its current shareholders for a
total consideration in cash of US$972 million (£599 million)1 (the
"Acquisition"). The UBM Directors believe the Acquisition is a compelling
opportunity to acquire a large portfolio of high quality, `must-attend' events,
with a strong brand and leading positions in Fashion, Licensing, Life Sciences
and Powersports.2

Advanstar's events business owns a large and diverse portfolio of events that
generated approximately US$211 million11 of revenue in 2013. The portfolio
includes 54 tradeshows with market leading positions in Fashion, Licensing,
Life Sciences, and Powersports, with nearly 20,000 annual exhibitors and over
400,000 annual attendees. Five of Advanstar's events would rank among the top
20 events in UBM's 2013 portfolio based on revenue. Advanstar's events business
primarily operates in the attractive, growing and profitable US events market.

The Advanstar events business is especially strong in fashion, with the MAGIC
and Fashion - New York portfolios. The MAGIC events are the two largest
independently-owned (not owned by industry associations or events venues)
tradeshows in the US. MAGIC events showcase over 8,000 annual exhibitors,
attracting over 60,000 retailers and encompassing approximately 190,000 net
sold square metres of exhibition space across the two annual shows. The Fashion
- New York portfolio comprises 16 category-focused selling events held
throughout the year to remain at the forefront of fashion trends. The events
host over 6,000 annual exhibitors who occupy approximately 90,000 net sold
square metres of exhibition space annually, attracting over 50,000 annual
retailers.

Advanstar's print business is profitable and has attractive margins. It
generated approximately US$60 million11 of revenue in 2013 and is focused on
Life Sciences, comprising Healthcare, Pharmaceutical, Vet and Dental. Advanstar
was the largest B2B medical publisher in the US in 2013.12 Advanstar also owns
publications that target the Licensing, Automotive and Powersports industries.

Advanstar's digital business complements its print and events businesses and
generated approximately US$19 million11 of revenue in 2013. The digital
business model expands across digital information delivery, web communities and
digital marketplaces, through investment in the creation of innovative
platforms.

As described in section 11 below, UBM proposes to undertake a Rights Issue to
raise approximately £563 million of gross proceeds to part fund the cash
consideration for Advanstar and UBM's transaction expenses. The Rights Issue is
expected to be launched in November 2014, subject to the approval of the
Acquisition by Shareholders at the General Meeting.

The Acquisition is classified under the Listing Rules as a Class 1 transaction
and accordingly is conditional on the approval of Shareholders at the General
Meeting, expected to be held in November 2014.

 2. Reasons for the Acquisition
   
The Acquisition by UBM of Advanstar, the third largest player by 2013 revenue
in the US events market,4 creates the largest events business in the US by
revenue,4 complementing UBM's existing emerging market portfolio. UBM gains
market leadership in the Fashion vertical and adds 5 events to UBM's 2013 top
20 portfolio by revenue. The Acquisition is financially attractive for
shareholders, expected to be immediately EPS accretive7 with an ROI8 greater
than UBM's WACC9 in the first full year following Completion. Finally, the
Acquisition deleverages UBM's balance sheet, leaving UBM in a materially
improved financial position to take advantage of future strategic opportunities
to drive organic and inorganic growth.

  * Market leader in a new vertical: Advanstar is well positioned within the
    Fashion events category, with clear market leadership across various
    categories (including Sourcing, Footwear, Accessories and Women's).13 The
    fashion industry is expected to grow at 5.2% per annum in the US,14 driven
    by favourable trends including improving retail sales post recession,
    blurring of seasons and shortening sales cycles and increasing
    opportunities for emerging brands. Leading Fashion tradeshows such as
    Advanstar's are poised to benefit from these positive industry dynamics.
    Advanstar's fashion portfolio tradeshows are `must-attend' events for
    buyers, distributors and other industry professionals due to their scale
    and the amount of business they generate for exhibitors and attendees.
   
  * Creates the #1 events business in the US: Combined, UBM and Advanstar would
    be the largest events business in the US by 2013 revenue. The US is the
    world's largest events market. This market is expected to grow at an
    average annual rate of approximately 4.1% per annum between 2014-2018.4 The
    US events market is highly fragmented, allowing the combined UBM and
    Advanstar business to serve as an effective and scalable platform for
    further consolidation through opportunistic acquisitions.
   
  * Adds 5 highly profitable events which would rank among UBM's 2013 Top 20 by
    revenue: UBM's larger shows generally have higher margins and benefit from
    scale.
   
  * Balances emerging market portfolio: With the Acquisition of Advanstar, the
    proportion of events revenue which UBM generates in the US is expected to
    be aligned with the US's share of the global events market. UBM has focused
    on emerging markets due to their high growth potential, with 46% of events
    revenue in 2013 coming from emerging markets. Expanding in the US would
    enhance the geographic mix of UBM's events portfolio through
    diversification, an expanded customer base, and increased exposure to the
    more stable yet still growing US market.
   
  * Increases focus on events: Events remain an attractive strategic priority
    for UBM. Advanstar runs 54 tradeshows and approximately 100 conferences,
    with approximately 400,000 net square metres of annual exhibition space,
    nearly 20,000 annual exhibitors and over 400,000 attendees annually.
   
  * Financially attractive - expected to be EPS accretive with strong returns
    for shareholders: Management expects the Acquisition to be EPS accretive7
    in 2015 and for ROI8 to exceed UBM WACC9 in the first full year following
    Completion.
   
  * Releases material operating synergies: Estimated run-rate cost synergies of
    approximately US$10 million (£6 million)1 per annum, in the third year.
    These are clearly identified and expected to be achieved through a
    straightforward integration plan. The Advanstar team will report to UBM CEO
    Tim Cobbold, with Joe Loggia, Advanstar's CEO, staying in the business for
    a transitional period. Advanstar's management team will be incentivised to
    drive continued performance and synergies. Integration costs are estimated
    to be approximately US$33 million (£20 million)1 over the next two years.
    Although new revenue opportunities do exist, the near-term focus will be on
    the US market, so no revenue synergies are currently assumed.
   
  * Efficient tax structure: The acquisition structure and accelerated use of
    UBM tax losses drive a significant reduction in income tax on Advanstar
    profit. As a result, tax on Advanstar profits is expected to be very low.
   
  * Financing mix strengthens balance sheet flexibility: The Acquisition will
    be funded through a planned Rights Issue to raise approximately £563
    million and a new UBM bridge facility of US$100 million, which will provide
    UBM with a stronger financial footing, allowing UBM to delever compared to
    its current financial position.
   
  * Builds on track record of value-enhancing acquisitions: UBM has a track
    record of making value-enhancing acquisitions to build its events
    portfolio, such as the Canon Communications acquisition in 2010. The
    Acquisition of Advanstar continues UBM's strategy of investing to establish
    strong positions in B2B markets that provide valuable opportunities for
    profitable growth.
   
 3. Voting
   
The Directors of UBM have undertaken in the Securities Purchase Agreement that
they intend to unequivocally recommend that the shareholders of UBM vote in
favour of the Resolutions at the General Meeting when convened.

 4. Summary information on UBM
   
UBM is a global events-led marketing and communications services business which
employs around 5,000 people in more than 20 countries worldwide. Headquartered
in London, United Kingdom, UBM is a member of the FTSE 250 index and had a
market capitalisation of approximately £1,434 million as at the close of
business on 30 September 2014.

Strategy

In advance of the launch of the Rights Issue, UBM will host a Capital Markets
Day at which CEO Tim Cobbold will set out UBM's strategy for growth and
delivering shareholder value. The presentation will cover each of UBM's
business segments, as below:

  * Events - analysis of growth drivers; programme for operational
    improvements; explanation of UBM's geographical and vertical focuses;
    investment and returns criteria and policy
   
  * Other Marketing Services - analysis of the complementarities between UBM's
    Events and Other Marketing Services activities; strategy to improve
    alignment
   
  * PR Newswire - analysis of PR and workflow market developments
   
The strategy presentation will also cover UBM's financial strategy.

Events

UBM is one of the world's largest event organisers, operating more than 300
tradeshows and other live `in person' events serving a wide range of
industries. UBM's position in the global events market is underpinned by its
events portfolio's bias towards large tradeshows which provide one of the most
effective environments for creating B2B opportunities for customers. UBM's
events portfolio is well distributed geographically, weighted towards emerging
markets.

Other Marketing Services

UBM also provides a range of print and online marketing services which are
increasingly oriented towards supporting its events portfolio. In 2013, print
activities accounted for approximately 4% of UBM's revenues compared to 58% in
2004. This percentage will reduce further in 2014 based on disposals and
discontinuations made during 2013. Revenues generated from online activities
now account for 12% of UBM revenues.

PR Newswire 

UBM's PR Newswire business provides communications products and services to
professionals working in marketing, public relations, corporate communications
and investor relations roles. PR Newswire has a leading market share in the US,
when measured by the number of press releases. Almost 50% of PR Newswire
revenues are generated through distribution in the US. UBM's position in this
core distribution market continues to be very strong, particularly in the more
valuable `premium' section of the market. PR Newswire's other revenues are
generated from a variety of products and services across Continental Europe,
Asia and Latin America.

 5. Summary information on Advanstar
   
Overview of Advanstar

Advanstar is an events and marketing services business that serves business
professionals and consumers in the Fashion, Licensing, Life Sciences, and
Powersports industries. Advanstar is one of the largest US tradeshow operators
and holds market-leading positions in key tradeshow industries including
Fashion, Licensing, and Powersports.2 Advanstar has 555 employees in North
America and Europe and is headquartered in Santa Monica, with additional
offices in the US and UK.

Advanstar owns and operates a portfolio of 54 tradeshows, approximately 100
conferences, 30 publications and 194 electronic products and websites.
Advanstar also offers a variety of educational and direct marketing products
and services to the Fashion, Licensing, Life Sciences and Powersports
industries. The key Advanstar brands include MAGIC Marketplace, Licensing Expo,
CBI, the Progressive International Motorcycle Shows, Coterie, Accessorie
Circuit, Intermezzo Collections, Children's Club and ENK Vegas. Advanstar has
five business segments, Fashion - MAGIC, Fashion - New York, Life Sciences
(which comprises Pharmaceutical, Healthcare, Vet, and Dental), Licensing, and
Powersports.

Key shows

Advanstar runs a number of the `must-attend' events in the US including MAGIC
and its Fashion - New York portfolio.

  * MAGIC is one of the world's most comprehensive apparel, footwear and
    accessories trade events, connecting over 8,000 annual exhibitors and over
    60,000 annual retailers with visitors from more than 80 countries, across
    approximately 190,000 net sold square metres of exhibition space annually,
    with shows held twice each year. A wide number of choices, categories,
    brands and access to critical business information drive thousands of key
    retailers, influencers and press to attend MAGIC, held each February and
    August in Las Vegas at the Mandalay Bay Convention Center and the Las Vegas
    Convention Center.
   
  * The 16 Fashion - New York events cover all major fashion categories -
    men's, women's and children's apparel, accessories and footwear. The
    company's New York presence is centered around its ENK group, which for
    over 30 years has run the leading tradeshows in New York for contemporary
    women's and children's fashion. Advanstar also owns Project NYC, the
    leading events for contemporary men's fashion. Held throughout the year at
    the Jacob Javits Convention Center and Pier 92 / 94, several of Advanstar's
    New York fashion shows are leaders in their segments, and together the
    events draw 6,000 annual exhibitors and 50,000 annual retailers.
   
 6. Financial information on Advanstar15
   
 1. Summary adjusted financial information
   
Adjusted full year financials (US GAAP)                                       
                                                                              
(US$, in millions)                 31 Dec 11        31 Dec 12        31 Dec 13
                                                                              
Adjusted revenue                       27816            28517              291
                                                                              
Adjusted EBITDA                         7018             7419               83

 2. Summary audited US GAAP financial information
   
The following consolidated financial information has been extracted from the
audited US GAAP statutory accounts of Advanstar for the year ended 31 December
2013.

Audited full year financials (US GAAP)                                         
                                                                               
(US$, in millions)                                                    31 Dec 13
                                                                               
Revenue                                                                     295
                                                                               
Profit before tax                                                           (1)
                                                                               
Gross assets                                                                589

In accordance with the Listing Rules, the Prospectus, when published, will
include full audited historic three year financial information on Advanstar in
IFRS, in a form consistent with the accounting policies adopted by UBM in its
own annual consolidated accounts. Such IFRS financial information will differ
from the summary financial information on Advanstar set out in this section 6
and in Appendices III and IV.

 7. Forward-looking statements in relation to the Acquisition
   
Certain UBM forward-looking statements in relation to the Acquisition in this
announcement (notably in relation to earnings accretion, ROI and leverage) have
been based on non-IFRS financial projections on Advanstar. These statements may
be subject to amendment by UBM in the Prospectus when such statements are based
on Advanstar financial projections under IFRS or IFRS-consistent accounting
policies adopted by UBM in its own internal Group projections.

 8. Summary of the key terms of the Acquisition
   
Under the terms of the Securities Purchase Agreement, the Company will acquire
the entire issued and outstanding capital stock of Advanstar under Delaware
state law. The aggregate amount payable by UBM for the Acquisition will be
US$972 million (£599 million)1 in cash, subject to certain agreed upon
adjustments (including with respect to cash, working capital, indebtedness and
other expenses). At Completion, Advanstar will become an indirect wholly owned
subsidiary of UBM.

The Securities Purchase Agreement contains customary representations and
warranties, covenants, undertakings and conditions for a transaction of this
nature. Advanstar and its shareholders have agreed not to solicit competing
proposals or provide confidential information or engage in discussions with
third parties regarding a competing proposal. Following Completion, the former
shareholders of Advanstar have agreed to indemnify UBM and Advanstar for, among
other things, breaches of representations, warranties and covenants made by
Advanstar or such shareholders, subject to certain agreed upon limitations.

Completion of the Acquisition will be subject to certain conditions, including:

  * The approval of the Acquisition (as a Class 1 transaction under the Listing
    Rules) by a majority of votes cast by Shareholders at the General Meeting;
   
  * Rights Issue authorities being approved by Shareholders at the General
    Meeting such that the Rights Issue can be implemented; and
   
  * Expiration of all applicable waiting periods under the Hart-Scott-Rodino
    Antitrust Improvements Act (US).
   
The Securities Purchase Agreement contains certain termination rights for each
of Advanstar and UBM.

The Securities Purchase Agreement provides for a long-stop termination date of
March 30, 2015.

 9. Break fees
   
UBM can be required to pay a break fee to Advanstar in an amount equal to 1
percent of UBM's market capitalisation, measured as at 30 September 2014,
equivalent to approximately £14.3 million (US$23.2 million)1 if UBM fails to
complete the Acquisition within the time period specified in the Securities
Purchase Agreement due to a failure of the debt financing or the Rights Issue,
upon the failure of UBM's shareholders to approve the transaction or upon an
adverse change in the recommendation of the transaction by UBM's Board of
Directors or following certain other breaches of the Securities Purchase
Agreement by UBM. Alternatively, Advanstar's shareholders can also seek
specific performance to compel UBM to complete the Acquisition in certain
circumstances.

10. Financing of the Acquisition
   
The consideration to be paid by UBM at Completion will be US$972 million (£599
million).1 This consideration and UBM's transaction expenses will be financed
from the £563 million gross proceeds of the Rights Issue and a new US$100
million UBM bridge facility with an initial 9 month term and an ability for UBM
to extend for a further 9 months. Appropriate foreign exchange hedging
arrangements with respect to the Acquisition consideration are being put in
place by UBM.

The mix of debt and equity financing for the Acquisition is driven by credit
rating and capital structure considerations.

The financing plan is expected to have a deleveraging impact upon UBM.

11. Rights Issue
   
With respect to the Rights Issue, which is expected to raise approximately £563
million of gross proceeds, UBM has entered into a fully underwritten Standby
Agreement with J.P. Morgan Cazenove. The Standby Agreement is expected to
remain in place until the publication of the Prospectus, at which point the
Underwriting Agreement will replace the Standby Agreement. The Standby
Agreement provides that the issue price of the Shares to be issued in
connection with the Rights Issue will be agreed by UBM and J.P. Morgan Cazenove
at the time the Prospectus is published and will be set out in the Underwriting
Agreement. The Standby Agreement contains customary representations and
warranties, undertakings and conditions.

If the Rights Issue were to proceed but the Acquisition does not complete, UBM
commits to return the Rights Issue proceeds to Shareholders.

12. Dividends
   
The Board intends to continue with its current policy of paying dividends on a
progressive basis, targeting 2x dividend cover through-the-cycle, following the
proposed Acquisition of Advanstar. Future dividend payments per Share will be
adjusted to take account of the enlarged number of Shares that will be in issue
following the Rights Issue and the Acquisition.

13. Management and employees
   
The Board attaches great importance to the skills and experience of the
management and employees of Advanstar and believes that they will be an
important factor for the success of the Enlarged Group. Advanstar's CEO, Joe
Loggia, will continue to manage the Advanstar business under UBM and will
report directly to UBM CEO Tim Cobbold for a transitional period.

14. Expected timetable of principal events
   
Date                     Event                                                 
                                                                               
1 October 2014           Transaction announcement                              
                                                                               
October/November 2014    UBM Capital Markets Day                               
                                                                               
November 2014            Prospectus and Circular published and posted to       
                         Shareholders                                          
                                                                               
November 2014            EGM to approve the Rights Issue authorities and the   
                         Acquisition                                           
                                                                               
November 2014            Expected launch of the Rights Issue                   
                                                                               
December 2014            Expected completion of the Rights Issue               
                                                                               
December 2014            Regulatory approvals and anti-trust clearances /      
                         client consents                                       
                                                                               
December 2014            Expected completion of the Acquisition                

                            APPENDIX I - KEY NOTES                             

 1. Converted at an FX rate of 1.6219 US$/£ as at 30 September 2014
   
 2. Based on share of unique exhibitors for Fashion, exhibit space for
    Licensing and Powersports, and number of events for Life Sciences
   
 3. Based on share of unique exhibitors, as per Advanstar information
   
 4. AMR International Ltd (2014), The global exhibition organising market:
    assessment and forecast to 2018
   
 5. UBM 2013 Events revenue reported under IFRS
   
 6. Advanstar 2013 Events revenue reported under US GAAP; converted at an FX
    rate of 1.5657 US$/£, average exchange rate as per UBM Annual Report 2013;
    Advanstar financials will be re-stated according to UBM's accounting
    policies for inclusion in the Prospectus
   
 7. Expected to be accretive to EPS in 2015, even pre-synergies; EPS defined as
    adjusted earnings per share excluding amortisation of intangible assets
    arising on acquisitions, deferred tax on amortisation of intangible assets,
    exceptional items and net financing expense adjustments
   
 8. ROI defined as post tax adjusted operating profit (excluding amortisation
    of intangible assets arising on acquisitions, exceptional items and share
    of taxation on joint ventures and associates) divided by transaction value
    (including fees and total integration costs)
   
 9. UBM WACC of 8.5%; ROI as defined in note 8 expected to exceed this in the
    first full year following Completion
   
10. Tradeshows not owned by industry associations or events venues
   
11. Total Advanstar revenue includes US$0.4 million of Shared Services revenue
    which is excluded from the breakdown between events, print and digital;
    Shared Services revenue is derived from centralised operations that are not
    specific to a segment or media type; US GAAP; adjusted revenue reflects
    certain adjustments made by Advanstar management; differs from audited
    results; see Appendix III for an explanation of adjustments and for
    reconciliation of adjusted revenue to reported revenue
   
12. By advertising revenue, as per Advanstar information
   
13. Based on share of unique exhibitors, as per Advanstar information
   
14. CAGR from 2012-17 for US apparel, accessories and luxury goods sales
    (Source: MarketLine)
   
15. These numbers are presented in accordance with US GAAP and are likely to be
    amended when converted into IFRS and/or IFRS-consistent accounting policies
    adopted by UBM for inclusion in the Prospectus and Circular to be prepared
    in connection with the Rights Issue
   
16. Presented for illustrative purposes only, representing mathematical
    addition of Advanstar's and ENK's revenue for 2011 and certain adjustments
    made by Advanstar management; differs from audited results; ENK is a
    fashion events business that Advanstar acquired on 14 December 2012; see
    Appendix III for an explanation of adjustments and for reconciliation of
    adjusted revenue to reported revenue
   
17. Presented for illustrative purposes only, representing mathematical
    addition of Advanstar's and ENK's revenue for 2012 and certain adjustments
    made by Advanstar management; differs from audited results; ENK is a
    fashion events business that Advanstar acquired on 14 December 2012; see
    Appendix III for an explanation of adjustments and for reconciliation of
    adjusted revenue to reported revenue
   
18. Presented for illustrative purposes only, representing mathematical
    addition of Advanstar's and ENK's EBITDA for 2011 and certain adjustments
    made by Advanstar management; differs from audited results; ENK is a
    fashion events business that Advanstar acquired on 14 December 2012; see
    Appendix IV for an explanation of adjustments to EBITDA
   
19. Presented for illustrative purposes only, representing mathematical
    addition of Advanstar's and ENK's EBITDA for 2012 and certain adjustments
    made by Advanstar management; differs from audited results; ENK is a
    fashion events business that Advanstar acquired on 14 December 2012; see
    Appendix IV for an explanation of adjustments to EBITDA
   
20. In respect of the financial years ended 31 December 2011 and 31 December
    2012, Advanstar and ENK were separately audited
   
21. Includes discontinued properties and revenue cut-off
   
22. Derived from separately audited financial statements of Advanstar and ENK
   
23. Includes adjustments for gain on extinguishment of debt, deferred issuance
    cost write-off, share-based compensation, ENK deferred compensation,
    discontinued properties, pre-acquisition adjustment, other expenses and
    revenue cut-off
   
24. Includes adjustments for ENK acquisition and integration costs, systems
    conversion, organisational restructuring, litigation, board fees, Balluun
    acquisition costs, office restructure of Irvine & Duluth and other expenses
   
APPENDIX II - DEFINITIONS / GLOSSARY

"Acquisition"              the proposed acquisition of Advanstar by UBM     
                           pursuant to the Securities Purchase Agreement    
                                                                            
"Advanstar"                VSS-AHC Consolidated Holdings Corp (also known as
                           Advanstar Communications)                        
                                                                            
"Company"                  UBM plc                                          
                                                                            
"Completion"               completion of the Acquisition under the          
                           Securities Purchase Agreement                    
                                                                            
"Directors" or "Board"     the Executive Directors and Non-Executive        
                           Directors                                        
                                                                            
"EBITDA"                   earnings before interest, taxes, depreciation and
                           amortisation                                     
                                                                            
"Enlarged Group"           the Group following its acquisition of Advanstar 
                                                                            
"Executive Directors"      the executive Directors of the Company as at the 
                           date of this document                            
                                                                            
"Financial Conduct         the Financial Conduct Authority acting in its    
Authority"                 capacity as the competent authority for the      
                           purposes of Part VI of the FSMA                  
                                                                            
"FSMA"                     the Financial Services and Markets Act 2000, as  
                           amended                                          
                                                                            
"FTSE"                     FTSE International Limited                       
                                                                            
"Fully Paid Rights"        rights to acquire New Shares, fully paid         
                                                                            
"General Meeting"          the general meeting of the Company to be convened
                           to consider the Resolution(s)                    
                                                                            
"Group"                    the Company and its subsidiary undertakings and, 
                           where the context requires, its associated       
                           undertakings                                     
                                                                            
"IFRS"                     International Financial Reporting Standards      
                                                                            
"J.P. Morgan Cazenove"     J.P. Morgan Securities plc in relation to the    
                           Rights Issue and J.P. Morgan Limited in relation 
                           to the Acquisition, both of which conducts their 
                           UK investment banking businesses as J.P. Morgan  
                           Cazenove                                         
                                                                            
"Listing Rules"            the listing rules of the Financial Conduct       
                           Authority                                        
                                                                            
"New Shares"               the new Shares which the Company will allot and  
                           issue pursuant to the Rights Issue, including,   
                           where appropriate, the Provisional Allotment     
                           Letters, the Nil Paid Rights and Fully Paid      
                           Rights                                           
                                                                            
"Nil Paid Rights"          rights to acquire New Shares, nil paid           
                                                                            
"Non-Executive Directors"  the non-executive Directors of the Company as at 
                           the date of this document                        
                                                                            
"Official List"            the Official List of the Financial Conduct       
                           Authority                                        
                                                                            
"Overseas Shareholders"    Qualifying Shareholders with registered addresses
                           in, or who are citizens, residents or nationals  
                           of jurisdictions outside the United Kingdom      
                                                                            
"Prospectus"               the prospectus and circular to be issued by the  
                           Company in respect of the Rights Issue and the   
                           Acquisition, together with any supplements or    
                           amendments thereto and including the notice of   
                           General Meeting                                  
                                                                            
"Prospectus Rules"         the Prospectus Rules of the Financial Conduct    
                           Authority                                        
                                                                            
"Provisional Allotment     the provisional allotment letter to be issued to 
Letter"                    Qualifying non-CREST Shareholders (other than    
                           certain Overseas Shareholders)                   
                                                                            
"Qualifying Shareholders"  Shareholders on the register of members of the   
                           Company at the Record Date                       
                                                                            
"Resolution(s)"            the resolution(s) to be proposed at the General  
                           Meeting in connection with the Acquisition and   
                           the Rights Issue, notice of which will be set out
                           in the Prospectus                                
                                                                            
"Record Date"              the record date for the Rights Issue             
                                                                            
"Rights Issue"             the offer by way of rights to Qualifying         
                           Shareholders to subscribe for New Shares, on the 
                           terms and conditions to be set out in the        
                           Prospectus and the Provisional Allotment Letter  
                                                                            
"Securities Act"           the US Securities Act of 1933, as amended        
                                                                            
"Securities Purchase       The Securities Purchase Agreement dated 30       
Agreement"                 September 2014 in connection with the            
                           Acquisition, a summary of which is contained in  
                           section 8 of this announcement                   
                                                                            
"Shareholders"             holders of Shares                                
                                                                            
"Share(s)"                 ordinary share(s) in the capital of the Company  
                                                                            
"Sponsor"                  J.P. Morgan Securities plc                       
                                                                            
"Standby Agreement"        the agreement entered into between UBM and J.P.  
                           Morgan Cazenove pursuant to which the Rights     
                           Issue is underwritten and the issue price of the 
                           Rights Issue is agreed                           
                                                                            
"UBM"                      UBM plc                                          
                                                                            
"UK" or "United Kingdom"   the United Kingdom of Great Britain and Northern 
                           Ireland                                          
                                                                            
"Underwriting Agreement"   the underwriting agreement referenced in section 
                           11 of this announcement                          
                                                                            
"United States" or "US"    the United States of America, its territories and
                           possessions, any state of the United States and  
                           the District of Columbia                         
                                                                            
"US GAAP"                  US Generally Accepted Accounting Principles      

     APPENDIX III - RECONCILIATION OF ADJUSTED REVENUE TO REPORTED REVENUE     

(US$, in millions)                      31 Dec 11      31 Dec 12      31 Dec 13
                                                                               
Revenue - Advanstar20                         226            229            295
                                                                               
Revenue - ENK20                                61             63              -
                                                                               
Other revenue adjustments21                   (9)            (7)            (4)
                                                                               
Adjusted revenue                              278            285            291

Source: Advanstar information

Note: Numbers may not sum due to rounding

              APPENDIX IV - EXPLANATION OF ADJUSTMENTS TO EBITDA               

(US$, in millions)                       31 Dec 11      31 Dec 12      31 Dec 13
                                                                                
EBITDA - Advanstar22                            47             38             60
                                                                                
EBITDA - ENK22                                (59)             14              -
                                                                                
Impairment of assets                            73              4             10
                                                                                
Other non-cash adjustments23                     6              3              6
                                                                                
Non-operating expenses                           3             15              8
adjustments24                                                                   
                                                                                
Adjusted EBITDA                                 70             74             83

Source: Advanstar information

Note: Numbers may not sum due to rounding

a d v e r t i s e m e n t