Publication of Scheme Document

Ascential PLC

12 August 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

12 August 2024

RECOMMENDED CASH OFFER

for

Ascential plc ("Ascential")

by

Informa PLC ("Informa")

to be effected by means of a scheme of arrangement under

Part 26 of the UK Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 24 July 2024, the boards of directors of Ascential and Informa announced that they had reached agreement on the terms of a recommended cash offer to be made by Informa for the entire issued and to be issued share capital of Ascential (the "Acquisition"), to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Publication of the Scheme Document

Ascential announces that a circular in relation to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chair of Ascential, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Ascential Shareholders, has been published today on Ascential's website at https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa and on Informa's website at https://informa.com/investors/informaandascential.

Hard copies of the Scheme Document (or, depending on Ascential Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting are being sent to Ascential Shareholders today.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) Ascential Shareholders vote in favour of the Scheme Resolution at the General Meeting. In addition, Ascential Shareholders will be asked to approve the Re-Registration Resolution at the General Meeting. However, the Re-Registration Resolution is not a condition to the Acquisition.

The approval required at the Court Meeting for approval of the Scheme is a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders. The approval required at the General Meeting for the Special Resolutions to be passed is at least 75 per cent. of the votes cast on such resolutions (in person or by proxy).

Notices convening the Court Meeting and the General Meeting to be held at 2nd Floor, 81-87 High Holborn, London, WC1V 6DF on 4 September 2024 at 2:00 p.m. and 2:15 p.m. (U.K. time) (or as soon thereafter as the Court Meeting concludes or is adjourned), respectively, are set out in the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Ascential Shareholders before the relevant Meeting, through Ascential's website https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa and by announcement through a Regulatory Information Service.

Scheme Shareholders and Ascential Shareholders are asked to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible and in any event so that the proxy appointment and instructions are received by Equiniti no later than 48 hours prior to the Court Meeting or the General Meeting as applicable (excluding any part of such 48 hour period falling on a day that is not a Business Day) or, in the case of any adjournment, not later than 48 hours (excluding any part of such 48 hour period that is not a Business Day) before the time fixed for the adjourned Meeting.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders.

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of Ascential Shareholders at the General Meeting. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions (including the sanction of the Court) and further terms, as described more fully in the Scheme Document.

The Scheme is expected to become Effective during Q4 2024. Ascential will make further announcements through a Regulatory Information Service, with such announcements also being made available on Ascential's website at https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa and on Informa's website at https://informa.com/investors/informaandascential. An update to the expected timetable is expected to be announced following receipt of the relevant regulatory approvals upon which the Acquisition is conditional.

Recommendation

The Ascential Directors, who have been so advised by BofA Securities and Goldman Sachs as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Ascential Directors, BofA Securities and Goldman Sachs have taken into account the commercial assessments of the Ascential Directors. Goldman Sachs is providing independent financial advice to the Ascential Directors for the purposes of Rule 3 of the Code.

The Ascential Directors believe that the terms of the Acquisition (including the Scheme) are in the best interests of Ascential Shareholders as a whole. Accordingly, the Ascential Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Ascential Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as those Ascential Directors who hold Ascential Shares have irrevocably agreed to do in respect of their own beneficial holdings.

Ascential Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Additional Information for Ascential Shareholders

Following the printing of the Scheme Document, an error was identified in relation to the number of Ascential Shares stated to be held, as at the Latest Practicable Date, by the employee benefit trust operated by Ascential that can be used to satisfy the exercise of options and vesting of awards under the Ascential Share Plans. Ascential confirms that the correct number of Ascential Shares held in that employee benefit trust as at the Latest Practicable Date is 171,412 and accordingly, the relevant number set out in paragraph (D) of the Preliminary to Part IV and paragraph 17(B)(iii) of Part VII of the Scheme Document should be read to mean 171,412.

If you have any questions about this Announcement, the Scheme Document, the Court Meeting or the General meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact the Company's Registrars, Equiniti, by calling the Shareholder Helpline on 0371 384 2050 from the UK or [phone] from overseas. Lines are open between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in the UK). Calls to the Shareholder Helpline from outside of the U.K. will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.

A copy of the Scheme Document will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

If the Scheme is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, Ascential Shares on the London Stock Exchange will be the Business Day immediately prior to the Effective Date. It is intended that, subject to the Scheme becoming effective, applications will be made for the cancellation of the listing of Ascential Shares on the Official List and the cancellation of trading of Ascential Shares on the LSE, and steps will be taken to re-register Ascential as a private limited company.

Enquiries

Ascential                                                                                                                                             [phone]

Philip Thomas, Chief Executive Officer

Mandy Gradden, Chief Financial Officer

Rory Elliott, Investor Relations Director

BofA Securities (Joint financial adviser and joint corporate broker to Ascential)                [phone]

Duncan Stewart

Geoff Iles

Nick Hopkins

Alex Penney

Goldman Sachs International (Joint financial adviser to Ascential)                                         [phone]

Anthony Gutman

Nick Harper

Alex Garner

Nuno Santos

Deutsche Numis (Joint financial adviser and joint corporate broker to Ascential)             [phone]

Nick Westlake

Jamie Loughborough

FTI Consulting LLP (Communications adviser to Ascential)                                                     [phone]

Matt Dixon

Jamie Ricketts

Informa                                                                                                                             

Stephen A. Carter, Group Chief Executive                                                                                   [phone]

Gareth Wright, Group Finance Director                                                                                       [phone]

Richard Menzies-Gow, Director of IR and Communications                                                     [phone]

Morgan Stanley (Sole financial adviser and corporate broker to Informa)                           [phone]

Anthony Zammit

Andrew Foster

Nagib Ahmad

Josh Williams

Teneo (PR Adviser to Informa)                                                                                                                                    

Tim Burt                                                                                                                                              [phone]

Ed Cropley                                                                                                                                          [phone]

Anthony di Natale                                                                                                                            [phone]

Slaughter and May is acting as legal adviser to Ascential. Clifford Chance LLP is acting as legal adviser to Informa.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Ascential's and Informa's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Ascential Shareholders by announcement through the Regulatory Information Service of the LSE.

Event	Time and date(1)
Publication of the Scheme Document	12 August 2024
Latest time for lodging Forms of Proxy for the:
·      Court Meeting (BLUE form)	2:00 p.m. on 2 September 2024(2)
·      General Meeting (YELLOW form)	2:15 p.m. on 2 September 2024(3)
Voting Record Time	6:30 p.m. on 2 September 2024(4)
Court Meeting	2:00 p.m. on 4 September 2024
General Meeting	2:15 p.m. on 4 September 2024(5)
Long Stop Date	24 July 2025(6)
The following dates are indicative only and are subject to change
Sanction Hearing (to sanction the Scheme)	A date expected to fall during Q4 2024, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date ("D")
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Ascential Shares	D*
Scheme Record Time	6:00 p.m. on D*
Effective Date	D+1*(7)
Cancellation of admission to trading of Ascential Shares on LSE	By 7:30 a.m. on D+1*
Latest date for dispatch of cheques, and crediting of CREST accounts and processing electronic transfers due under the Scheme	Within 14 days after the Effective Date

(1)      The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Ascential Shareholders by announcement through a Regulatory Information Service.

Participants in the Ascential Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Ascential Share Plans, including details of any dates and times relevant to them.

(2)      It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (in each case, excluding any part of such 48 hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 2:00 p.m. (U.K. time) on 2 September 2024, it may be: (i) scanned and emailed to Equiniti at the following email address: [e-mail]; or (ii) presented in person to the Chair of the meeting or to the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the meeting (or any adjournment thereof).     

(3)      In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 2:15 p.m. (U.K. time) on 2 September 2024 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (in each case, excluding any part of such 48 hour period falling on a day that is not a working day).              

(4)      If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:30 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.                      

(5)      To commence at the time fixed or as soon thereafter as the Court Meeting concludes or is adjourned.       

(6)      This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as (a) may be agreed in writing by Ascential and Informa, or (b) (in a competitive situation) as may be specified by Informa with the Panel's consent and Court approval (if such approval(s) are required).                      

(7)      The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and prior to the cancellation of trading in Ascential Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.

*All dates by reference to "D+1" will be to the date falling the number of indicated Business Days immediately after date D, as indicated above.

Important notice

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document) which, together with the Forms of Proxy, shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

This announcement has been prepared for the purpose of complying with English and Welsh law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

This announcement does not constitute a prospectus or prospectus-equivalent document.

Disclaimers

BofA Securities, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Ascential and for no one else in connection with the Acquisition and will not be responsible to anyone other than Ascential for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.

Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Ascential and no one else in connection with the Acquisition and will not be responsible to anyone other than Ascential for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.

Deutsche Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Ascential as joint financial adviser and joint corporate broker 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 referred to in this announcement and will not be responsible to anyone other than Ascential for providing the protections afforded to clients of Deutsche Numis, nor for providing advice in relation to any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), 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 Deutsche Numis in connection with this announcement, any statement contained herein or otherwise.

Morgan Stanley, which is authorised by the PRA and regulated by the FCA and the PRA in the U.K., is acting as financial adviser exclusively for Informa and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by Ascential, the Ascential Directors, Informa, the Informa Directors or by BofA Securities, Goldman Sachs, Deutsche Numis or Morgan Stanley or any other person involved in the Acquisition. Neither the publication of this announcement nor holding the Meetings, the Scheme Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Ascential Group or the Informa Group since the date of this Announcement or that the information in, or incorporated into, this announcement is correct as at any time subsequent to its date.

Overseas Shareholders

The availability of the Scheme and the Acquisition to Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which they are resident. Overseas Shareholders should inform themselves of, and observe, any applicable requirements. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

The release, publication or distribution of this announcement in jurisdictions other than the U.K. may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the U.K. should inform themselves about, and observe, any applicable requirements.

In particular, the ability of persons who are not resident in the U.K. to vote their Ascential Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to appoint another person as proxy, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement and any accompanying documents have been the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

Unless otherwise determined by Informa or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving such (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdictions.

If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Additional information for US investors

The Acquisition relates to shares in a U.K. company and is proposed to be made by means of a scheme of arrangement under English company law. U.S. holders of Ascential Shares should note that the Scheme relates to the shares of a U.K. company that are not registered under the U.S. Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirement and practices applicable in the U.K. to schemes of arrangement, which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules. Financial information included in this announcement has been prepared in accordance with accounting standards applicable in the U.K. that may not be comparable to financial statements of U.S. companies. If Informa exercises its right to implement the acquisition of the Ascential Shares by way of a takeover offer, such offer will be made in compliance with applicable U.S. securities laws and regulations to the extent applicable.

Financial information included in this announcement has been or will have been prepared in accordance with accounting standards applicable in the U.K. that may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Acquisition by a U.S. holder of Ascential Shares as consideration for the transfer of its Ascential Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Ascential Shareholder is urged to consult with independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to it.

It may be difficult for U.S. holders of Ascential Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Informa and Ascential are located in non-U.S. jurisdictions, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Ascential Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this announcement. Any representation to the contrary is a criminal offence in the United States.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Ascential, any member of the Ascential Group, Informa or the Informa Informa Group contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Ascential, any member of the Ascential Group, Informa or the Informa Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

Forward-looking statements include, among other things, statements concerning the potential exposure of Ascential and the Ascential Group and Informa and the Informa Group to market risks, statements as to accretion and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "aims", "anticipate", "believe", "could", "estimate", "expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will", "would" and similar terms and phrases.

By their very nature, forward-looking statements involve risks and uncertainties. There are a number of factors that could affect the future operations of Informa and the Informa Group and Ascential and the Ascential Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement. Neither Ascential, the Ascential Group, Informa nor the Informa Group, nor any of their respective associates or directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward-looking statements.

The forward-looking statements contained in this announcement speak only as at the date of this announcement and are not intended to give any assurance as to future results. Other than in accordance with their legal or regulatory obligations, neither Ascential, the Ascential Group, Informa nor the Informa Group is under any obligation, and each such person expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 Panel's website at 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. You should consult the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

A copy of this announcement and the documents required to be published pursuant to Rule 26.3 of the Code, shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Ascential and Informa's websites at https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa and www.informa.com/investors/informaandascential/ respectively by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the content of these websites is not incorporated into and do not form part of this announcement.

Right to request hard copies

In accordance with Rule 30.3 of the Code, Ascential Shareholders, persons with information rights and participants in the Ascential Share Plans may request a hard copy of this announcement, the Scheme Document or information incorporated into the Scheme Document by reference to another source, free of charge, by contacting Equiniti during business hours (8.30 a.m. to 5.30 p.m.) on +(0) 371 384 2050 or by submitting a request in writing to Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

In accordance with Rule 30.3 of the Code, you may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Ascential Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ascential may be provided to Informa and/or their respective advisers during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

 

END