Statement regarding possible offer for Ascential

Ascential PLC

23 July 2024

 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 July 2024

ASCENTIAL PLC

Statement regarding possible offer for Ascential PLC ("Ascential")

Following recent movement in Ascential's share price, the Board of Ascential confirms that it has received a conditional proposal from Informa PLC ("Informa") regarding a possible cash offer for the entire issued and to be issued share capital of Ascential at 568 pence per Ascential share  (the "Proposal").

The Proposal follows a number of approaches by Informa to Ascential in recent months.

Having carefully evaluated the Proposal, the Board is engaged in advanced discussions with Informa regarding the Proposal and confirms that it has informed Informa that it is minded to recommend the Proposal. There can be no certainty that any firm offer for Ascential will be made, nor as to the terms on which any firm offer might be made.

In accordance with Rule 2.6(a) of the Code, Informa is required, by not later than 5.00 p.m. (London time) on 20 August 2024 (being 28 days after today's date), to either announce a firm intention to make an offer for Ascential in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.

This announcement has been made without the prior agreement or approval of Informa.

A further announcement will be made as and when appropriate.

Enquiries

Ascential plc                                                                                                                                          [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

FTI Consulting LLP, (Communications advisor to Ascential)                                                        [phone]

Jamie Ricketts, Matt Dixon

Important Notices

This announcement contains inside information and is issued on behalf of Ascential by Naomi Howden, Company Secretary.

This announcement is not intended to, and does not constitute or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority in the United Kingdom, is acting exclusively for Ascential and for no one else in connection with the Proposal 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 International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Ascential and no one else in connection with the Proposal 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.

Slaughter and May is acting as legal adviser to Ascential.

Disclosure requirements of 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(s), 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 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 contact 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.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Ascential's website (https://www.ascential.com/investors) by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Ascential confirms that as at the date of this announcement it has in issue 203,766,832 shares of 1.7 pence each. Ascential does not hold any shares in treasury as the date of this disclosure. The International Securities Identification Number (ISIN) for the ordinary shares of Ascential is GB00BQFH6320.

 

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