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UBM PLC (UBM)

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Tuesday 17 April, 2018

UBM PLC

Results of Court and General Meetings

RNS Number : 1986L
UBM PLC
17 April 2018
 

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 THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

17 April 2018

 

Recommended Offer

for

UBM plc ("UBM")

by

Informa PLC ("Informa")

Results of Court Meeting and General Meeting

UBM is pleased to announce that at a Court Meeting and General Meeting of UBM Shareholders held earlier today in connection with the recommended offer for UBM by Informa to be effected by means of a Court-sanctioned scheme of arrangement under the Jersey Companies Law, all the resolutions proposed were duly passed.

At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 3/4ths of the voting rights of Scheme Shareholders who are on UBM's register of members at the Voting Record Time, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.

At the General Meeting, the Special Resolution to approve the Scheme and provide for its implementation, including the amendment of UBM's articles of association, was also passed by 2/3rds of votes cast by UBM Shareholders.

Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the Scheme Document sent to UBM Shareholders dated 14 March 2018.

COURT MEETING The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

Number of Scheme Shareholders voting: For: 593 (95.80%) Against: 26 (4.20%)

Number of votes: For: 267,832,896 (99.83%) Against: 446,090 (0.17%)

Percentage of eligible Scheme Shares voted: For: 67.96% Against: 0.11%

GENERAL MEETING The voting on the Special Resolution to approve the Scheme and provide for its implementation, including the amendment of UBM's articles of association, was taken on a poll and the results were as follows:

Number of votes: For: 267,561,390 (99.82%) Against: 471,276 (0.18%) Withheld: 27,236

Completion of the acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document. Engagement with the Competition and Markets Authority in the UK is underway and both UBM and Informa remain confident of completion by the end of the second quarter of 2018.

UBM will give adequate notice of the date and time of the Scheme Court Sanction Hearing, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on UBM's website at www.ubm.com.

A copy of the special resolution passed at the General Meeting has been submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at www.hemscott.com/nsm.do.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Enquiries:

UBM

Tim Cobbold, Chief Executive Officer

+44 (0) 20 7921 5023

Marina Wyatt, Chief Financial Officer

+44 (0) 20 7921 5023

Kate Postans, Head of Investor Relations & Corporate Communications

+44 (0) 20 7921 5023

Credit Suisse                                    (Financial adviser and corporate broker to UBM)

Gillian Sheldon / John Hannaford / Joe Hannon / Kush Nanjee

+44 (0) 20 7888 8888

J.P. Morgan Cazenove                     (Financial adviser and corporate broker to UBM)

Hugo Baring / Dwayne Lysaght / Thomas White / Adam Laursen

+44 (0) 20 7742 4000

Brunswick                                        (Corporate communications adviser to UBM)

Caroline Daniel / Craig Breheny / Imran Jina

+44 (0) 20 7404 5959

 

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for UBM and no one else in connection with the matters set out in this announcement 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 the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for UBM and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than UBM for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on UBM's and Informa's websites at www.ubm.com and www.informa.com respectively by no later than 12 noon (London time) on the business day after the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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