Results of General Meeting

RNS Number : 4531S

ITE Group PLC

25 June 2018

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

ITE Group plc

Results of General Meeting

ITE Group plc ("ITE" or the "Company") announces that at today's General Meeting all Resolutions regarding the proposed Acquisition of Ascential Events Limited (the "Target") and the associated Rights Issue, as set out in the notice of general meeting contained in the Prospectus, were passed on a show of hands as ordinary resolutions.

The proxy voting figures for the Resolutions are set out below:

Resolution	For		Against		Votes Withheld
	Votes	%	Votes	%
1.     To approve the acquisition of Ascential Events Limited	142,661,530	65.0%	76,929,402	35.0%	7,336,238
2.     To approve the allotment of shares in the Company pursuant to the Rights Issue	141,043,067	64.2%	78,555,111	35.8%	7,328,992

Note:        1. Percentages are expressed as a proportion of the total votes cast.

        2. A vote withheld is not a vote in law and is not included in the calculation of the votes "For" or "Against" the Resolutions.

        3. Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

The Company's issued share capital at 25 June 2018 was 269,679,563 ordinary shares.

Proxy appointments appointing the Chairman of the meeting were received from shareholders of 6,592 shares in respect of Resolution 1 representing 0.002% of the issued share capital, and from shareholders of 7,671 shares in respect of Resolution 2 representing 0.003% of the issued share capital.

A copy of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2 of the FCA Listing Rules, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.

The proxy voting information will also shortly be available on the Company's website at www.ite-exhibitions.com

Rights Issue

The Record Date for entitlement under the Rights Issue was the close of business on 21 June 2018. Qualifying Non-CREST Shareholders (other than Shareholders with a registered address in, subject to certain exceptions, the United States or any of the other Excluded Territories) will be sent a Provisional Allotment Letter in connection with the Company's Rights Issue today, and Qualifying CREST Shareholders (other than Shareholders with a registered address in, subject to certain exceptions, the United States or any of the other Excluded Territories) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled as soon as practicable after 8.00 a.m. on 26 June 2018.

Applications have been made to the FCA for 471,938,893 New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the Rights Issue Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will become effective and dealings in Rights Issue Shares, nil paid, will commence at 8.00 a.m. on 26 June 2018.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 10 July 2018.

The Rights Issue has been fully underwritten by Investec Bank plc ("Investec") and Numis Securities Limited ("Numis").

Except where the context requires otherwise, defined terms herein shall have the meanings given to them in the Prospectus published by the Company on 6 June 2018.

Enquiries:

ITE	[phone]
Mark Shashoua, Chief Executive Officer
Andrew Beach, Chief Financial Officer
Melissa McVeigh, Director of Communications
Investec	[phone]
(Sponsor, Financial Adviser, Joint Broker, Joint Bookrunner and Lead Underwriter)
Corporate Finance: Andrew Pinder, Junya Iwamoto, David Anderson
Corporate Broking: Sara Hale, Chris Sim, Neil Coleman, Helene Comitis
Numis	[phone]
(Joint Broker, Joint Bookrunner and Joint Underwriter)
Nick Westlake, Toby Adcock, Hugo Rubinstein
FTI Consulting	[phone]
(Financial PR)
Charles Palmer, Emma Hall, Harry Staight

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICATION. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE AND NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FOR INSPECTION ON THE COMPANY'S WESBITE AT WWW.ITE-EXHIBITIONS.COM, AND AT THE COMPANY'S REGISTERED OFFICE AT 105 SALUSBURY ROAD, LONDON NW6 6RG.

The contents of this announcement have been prepared by and are the sole responsibility of ITE.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (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, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an 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 offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United States.

The offer and sale of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in Australia, Canada, Japan or South Africa.

Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and information described in this announcement. This announcement does not constitute a recommendation concerning 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.

Investec Bank plc is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA and is acting exclusively for the Company and for no one else in connection with the Acquisition and the Rights Issue, will not regard any other person(s) (whether or not a recipient of this announcement) as its client(s) in relation to the Acquisition or the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in connection with the Acquisition, the Rights Issue and/or any other matter, transaction or arrangement referred to in this announcement.

Numis Securities Limited is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and for no one else in connection with the Rights Issue, will not regard any other person(s) (whether or not a recipient of this announcement) as its client(s) in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in connection with the Rights Issue and/or any other matter, transaction or arrangement referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec and Numis under FSMA or the regulatory regime established thereunder, none of Investec, Numis or any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Acquisition or the Rights Issue, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of Investec, Numis and their respective affiliates, directors, officers, employees, agents and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility and 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.

The Banks and any of their respective affiliates may, acting as investors for their own account, in accordance with applicable legal and regulatory provisions engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to Nil Paid Rights, Fully Paid Rights and New Ordinary Shares being issued, offered, subscribed, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, placing or dealing by, either of the Banks or any of their respective affiliates acting in such capacity. In addition, either of the Banks or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Bank (or its affiliates) may from time to time acquire, hold or dispose New Ordinary Shares. Except as required by applicable law or regulation, the Banks do not propose to make any public disclosure in relation to such transactions.

The person responsible for this announcement is Waterstone Company Secretaries Ltd, Company Secretary of ITE Group.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have been subject to a product approval process, which has determined that the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares and determining appropriate distribution channels.

 

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