Completion of Share Consolidation

Ascential PLC

20 May 2024

 

Ascential plc

Completion of Share Consolidation

Further to the shareholder approval granted at the General Meeting on 22 April 2024 in respect of the Share Consolidation and the announcement made by Ascential on 8 May 2024 in respect of the ratio for the Share Consolidation, Ascential announces that the Share Consolidation has today become effective.

Admission of Ascential Shares to the premium listing segment of the Official List of the FCA and to trading on the LSE's Main Market for listed securities is due to take place no later than 8:00 a.m. (U.K. time) today.

The ISIN for the Ascential Shares is GB00BQFH6320.

As a result of the Share Consolidation and in accordance with the requirements of the Disclosure Guidance and Transparency Rules, Ascential's issued share capital as at 8:00 a.m. (U.K. time) on 20 May 2024 will consist of 206,214,090 Ascential Shares of 1.7 pence each. No Ascential Shares are held by Ascential as treasury shares within the meaning of section 724 of the Companies Act. Therefore, the total number of voting rights attaching to Ascential Shares as at 8:00 a.m. (U.K. time) on 20 May 2024 will be 206,214,090. Additionally, as at 8:00 a.m. (U.K. time) on 20 May 2024, the adjusted balance of Ascential's employee savings related share option plans block listing will consist of 4,053,801 Ascential Shares of 1.7 pence each (as adjusted proportionately to reflect the Share Consolidation).

206,214,090 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change their interest in, Ascential Shares under the Disclosure Guidance and Transparency Rules.

The terms and salient dates and times in relation to the Special Dividend and Share Consolidation and other matters set out in the Circular and the announcement published by Ascential on 4 April 2024 remain unchanged. Shareholders are advised to read the Circular with care and in full.

Share Buyback Programme

As set out in the Circular, Ascential intends to return £100 million to Shareholders by way of on-market share buyback programmes to be conducted under the general buyback authorities granted at Ascential's annual general meetings held on 18 May 2023 and 9 May 2024.

As announced on 4 April 2024, Ascential entered into a non-discretionary agreement with Deutsche Numis on 26 March 2024 in relation to the purchase by Deutsche Numis, acting as principal, of shares in the capital of Ascential for an aggregate purchase price of up to £100 million (the "Buyback Programme") and not exceeding 44,026,769 Old Ascential Shares (being the size of the general buyback authority granted at Ascential's annual general meeting held on 18 May 2023).

Ascential confirms that the maximum number of Ascential Shares that may be purchased under the Buyback Programme has been reduced to 25,898,099 Ascential Shares. This reflects the application of the Share Consolidation ratio to the Buyback Programme, such that it is reduced proportionately to the new issued share capital of Ascential following the Share Consolidation.

General authorities

At Ascential's annual general meeting held on 9 May 2024, Shareholders granted general authorities to allot Ascential Shares, disapply pre-emption rights and make market purchases of Ascential Shares (the "General Authorities"). As stated in the Circular, the Ascential Directors have reduced the General Authorities proportionately to the new issued share capital of Ascential following the Share Consolidation. Therefore, following the Share Consolidation, the General Authorities shall be treated as follows:

·      References to "Ordinary Shares" shall be to Ascential's ordinary shares with a nominal value of 1.7 pence each.

·      The authority to allot Ascential Shares granted under Resolution 13(a)(i) shall be up to an aggregate nominal value of £1,168,546 (representing 68,738,000 Ascential Shares).

·      The authority to allot Ascential Shares granted under Resolution 13(a)(ii) shall be up to an aggregate nominal value of £2,337,093 (representing 137,476,058 Ascential Shares).

·      The authority to disapply pre-emption rights granted under Resolution 15(b) shall be up to an aggregate nominal value of £350,563 (representing 20,621,352 Ascential Shares).

·      The authority to disapply pre-emption rights granted under Resolution 16(a) shall be up to an aggregate nominal value of £350,563 (representing 20,621,352 Ascential Shares).

·      The authority to make one or more market purchases (within the meaning of section 693 of the Companies Act) under Resolution 17 shall be up to a maximum aggregate number of 20,621,352 Ascential Shares.

Contact Information

Ascential plc Philip Thomas Mandy Gradden Rory Elliott	Chief Executive Officer Chief Financial Officer Investor Relations Director	[phone]
Media enquiries Matt Dixon Jamie Ricketts Edward Bridges	FTI Consulting LLP	[phone]

Advisers

BofA Securities, Deutsche Numis and J.P. Morgan Cazenove are acting as joint financial advisers to Ascential in connection with the Return of Value.

Slaughter and May is acting as legal adviser to Ascential.

DEFINITIONS

"Ascential"	means Ascential plc, a public limited company incorporated in England and Wales with registered number 09934451, whose registered office is 2nd Floor, 81-87 High Holborn, London, WC1V 6DF;
"Ascential Directors"	means the directors of Ascential as at the date of this announcement;
"Ascential Shares"	means the Ascential Shares of 1.7 pence each in the capital of Ascential;
"BofA Securities"	means Merrill Lynch International of 2 King Edward Street, London, EC1A 1HQ, United Kingdom;
"Circular"	means the shareholder circular from Ascential dated 4 April 2024;
"Companies Act"	means the Companies Act 2006 of the U.K., as amended;
"Deutsche Numis"	means Numis Securities Limited of 45 Gresham Street, London, EC2V 7BF, United Kingdom;
"Disclosure Guidance and Transparency Rules"	means the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA (as set out in the FCA's Handbook of Rules and Guidance), as amended;
"FCA"	means the Financial Conduct Authority in the U.K.;
"Financial Advisers"	means, BofA Securities, J.P. Morgan Cazenove and Deutsche Numis;
"General Meeting"	means the general meeting of Ascential held at 1:00 p.m. (U.K. time) on 22 April 2024 at 2nd Floor, 81-87 High Holborn, London, WC1V 6DF;
"J.P. Morgan Cazenove"	means J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) of 25 Bank Street, Canary Wharf, London E14 5JP;
"Old Ascential Share"	means the shares of 1 pence each in the capital of Ascential, prior to the Share Consolidation;
"Official List"	means the Official List of the FCA;
"PRA"	means the Prudential Regulation Authority;
"Register"	means the register of members of Ascential;
"Return of Value"	means: (i)       the Tender Offer; (ii)      the Special Dividend; and (iii)     the on-market share buyback programmes to acquire £100 million of Ascential Shares;
"Share Consolidation"	means the consolidation and division of Ascential's issued share capital to accompany the Special Dividend, which applied a consolidation ratio of 10 Old Ascential Shares with nominal value of 1.7 pence each for every 17 Ascential Shares with nominal value of 1 pence each;
"Shareholder"	means a holder, for the time being, of Ascential Shares on the Register;
"Special Dividend"	means the dividend of 128.6 pence per Old Ascential Share amounting to a total of approximately £450 million to be paid on 3 June 2024 to Shareholders on the Register as at 6:00pm (U.K. time) on 17 May 2024;
"Tender Form"	the tender form issued with the Circular to Qualifying Shareholders who hold their Ascential Shares in certificated form;
"Tender Offer"	means the invitation by BofA Securities to Shareholders to tender Ascential Shares for purchase by BofA Securities on the terms and subject to the conditions set out in the Circular and also, in the case of certificated Ascential Shares only, the Tender Form; and
"United Kingdom" or "U.K."	means the United Kingdom of Great Britain and Northern Ireland.

IMPORTANT NOTICE

This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Ascential Shares or other securities.

Each of BofA Securities and J.P. Morgan Cazenove is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. Deutsche Numis is authorised and regulated in the United Kingdom by the FCA. Each of the Financial Advisers is acting exclusively for Ascential and no one else in connection with the Return of Value. None of the Financial Advisers will regard any other person (whether or not a recipient of this announcement) as a client in relation to any other matters referred to in this announcement and will not be responsible to anyone other than Ascential for providing the protections afforded to their respective clients or for the giving of advice in relation to any transaction, matter, or arrangement referred to in this announcement.

Save for the responsibilities, if any, which may be imposed on each of the Financial Advisers under FSMA or the regulatory regime established thereunder, none of the Financial Advisers nor any of their respective affiliates, subsidiaries or branches accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Ascential. Each of the Financial Advisers and each of their respective affiliates, subsidiaries and branches accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by any of the Financial Advisers or any of their respective affiliates, subsidiaries or branches as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.

Each of the Financial Advisers and their respective affiliates, subsidiaries and branches may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with Ascential and its affiliates for which they would have received customary fees and commissions. Each of the Financial Advisers and their respective affiliates, subsidiaries and branches may provide such services to Ascential and its affiliates in the future. In the ordinary course of their various business activities, the Financial Advisers and their respective affiliates, subsidiaries and branches may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in Ascential and its respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.

 

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