Rights Issue

RNS Number : 4190Q

ITE Group PLC

06 June 2018

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014

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 JURISDICTION. 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 ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, 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.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER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

Fully underwritten Rights Issue raising proceeds of up to approximately £265 million

in connection with the

Proposed Acquisition of Ascential Events Limited

On 15 May 2018, ITE Group plc ("ITE" or the "Company") announced that it had entered into a conditional agreement to acquire the entire issued and to be issued share capital of Ascential Events Limited (the "Target") from Ascential plc ("Ascential") based on an enterprise value of £300 million (calculated on a cash-free debt-free basis and subject to normalised working capital) (the "Acquisition") (ITE and the Target together, the "Enlarged Group").

Today, ITE announces a fully underwritten rights issue, which is intended to raise proceeds of up to approximately £265 million (before expenses) to be used to finance part of the cash consideration for the Acquisition (the "Rights Issue").

The Rights Issue will result in the issue of up to 471,939,236 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") (representing approximately 175.0 per cent. of the Company's existing issued share capital and approximately 63.6 per cent. of the Company's enlarged share capital immediately following completion of the Rights Issue) (the "New Ordinary Shares"). The Rights Issue will be on the following basis:

7 New Ordinary Shares at 56.2 pence each for every 4 Existing Ordinary Shares

Details of the Rights Issue 

Pursuant to the Rights Issue, the Company is proposing to offer up to 471,939,236 New Ordinary Shares by way of rights to holders of Ordinary Shares as at the close of business on 21 June 2018 (the "Record Date") ("Qualifying Shareholders"). The offer is to be made at 56.2 pence per New Ordinary Share (the "Rights Issue Price"), payable in full on acceptance by no later than 11.00 a.m. on 10 July 2018 (London time). The Rights Issue is expected to raise net proceeds of approximately £250 million which will be used to part finance the Acquisition. The Rights Issue Price represents a discount of approximately 60.2 per cent. to the closing price on 5 June 2018 (being the last business day prior to the date of this announcement) and an approximate 35.5 per cent. discount to the theoretical ex-rights price of 87.1 pence per New Ordinary Share calculated by reference to that closing price on the same basis.

The New Ordinary Shares will, when issued and fully paid, rank pari passu with the Ordinary Shares in issue immediately prior to the Rights Issue (the "Existing Ordinary Shares") and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Ordinary Shares. The New Ordinary Shares will not receive the interim dividend for the year ending 30 September 2018 as the record date for that interim dividend is 8 June 2018, which is before the date of issue of the New Ordinary Shares. Applications will be made to the Financial Conduct Authority (the "FCA") and to London Stock Exchange plc (the "London Stock Exchange") for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

The Rights Issue is being fully underwritten by Investec Bank plc ("Investec") and Numis Securities Limited ("Numis") (Investec and Numis together, the "Banks").

Due to its size, the Acquisition is classed as a Class 1 transaction for each of ITE and Ascential under Listing Rule 10 of the FCA (the "Listing Rules") and accordingly it is conditional on, amongst other things, the approval of ITE's shareholders ("Shareholders") at a general meeting of the Company which is expected to be held on 25 June 2018 (the "General Meeting"). Shareholders will be asked to vote in favour of resolutions to approve the Acquisition and to authorise the Company to proceed with the Rights Issue (the "Resolutions"). A notice of the General Meeting will be released with the combined prospectus and Class 1 circular (the "Prospectus"), which is expected to be published today, subject to approval by the FCA.

The directors of ITE (the "Directors") consider that the Resolutions are in the best interests of ITE and its Shareholders and unanimously recommend that Shareholders vote in favour of the Resolutions.

All of the Directors who hold Ordinary Shares (Richard Last, Mark Shashoua, Andrew Beach, Sharon Baylay, Neil England and Stephen Puckett) intend to take up in full their rights to subscribe for New Ordinary Shares under the Rights Issue in respect of their holdings. Together these amount to rights to subscribe for 841,373 New Ordinary Shares, representing approximately 0.3 per cent. of ITE's issued ordinary share capital as at 5 June 2018, being the latest practicable date prior to publication of this announcement.

Proposed Acquisition of Ascential Events Limited

On 15 May 2018, the Company announced that it had entered into a conditional agreement to acquire the entire issued and to be issued share capital of Ascential Events Limited based on an enterprise value of £300 million (calculated on a cash-free debt-free basis and subject to normalised working capital).

The Ascential Exhibitions Business includes the brands Bett, CWIEME, Spring and Autumn Fairs and Pure. Bett is a market leading education technology series of global events and leadership summits. CWIEME is a leading global event for coil winding, electric motor and transformer manufacturing technologies. Spring and Autumn Fairs is one of the UK's leading home and gift shows for the retail industry. Pure is one of London's leading fashion trade shows.

The Directors believe that the strategic rationale for the Acquisition is compelling and in strong alignment with the TAG Programme. The key rationales for, and benefits of, the Acquisition include:

·      The Ascential Exhibitions Business is a high-quality, product-led portfolio with global brands;

·      Strong growth potential of the Ascential Exhibitions Business under ITE's management;

·      Delivering an enlarged ITE with a more diverse portfolio; and

·      Attractive financial returns.

The Directors believe that ITE's portfolio will be strengthened through the addition of the Ascential Exhibitions Business, by adding market-leading events in a number of industry verticals including: education technology; coil winding, electric motor and transformer manufacturing technologies; home and gift; fashion and retail; broadcast and video; and gardening and outdoor living.

Upon Completion, the Acquisition will also reduce ITE's exposure to Russia-based revenue, with the proportion of revenue from Russia reducing on a pro forma basis from 47 per cent. to 31 per cent. (based on the consolidated results of the ITE Group for the year ended 30 September 2017 and the Ascential Exhibition Business for the year ended 31 December 2017). Over the medium term, the Directors believe that this diversification will reduce the Enlarged Group's weighted average cost of capital.

ITE intends to implement an integration plan that seeks to eliminate cost duplication, generate cost savings from economies of scale and drive operational efficiencies in the Ascential Exhibitions Business. The Directors believe there is potential to achieve annualised pre-tax gross savings within the Enlarged Group of £4 million - £5 million, and savings (net of re-investment) of £2 million - £2.5 million, in the year ending 30 September 2019.

In addition, ITE has identified a number of incremental revenue opportunities that are expected to arise as a result of the Acquisition, including cross-marketing of events to customers and geo-cloning (meaning replicating an event in new countries) of exhibition brands.

The Directors believe the Acquisition will be earnings enhancing in the first full financial year (ending 30 September 2019) following Completion (based on headline diluted earnings per share).

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
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

Notes

"Theoretical Ex-Rights Price" in this announcement means the price per Ordinary Share calculated as at a date by applying the following formula: (current price * Existing Ordinary Shares) plus (Rights Issue Price * New Ordinary Shares) divided by (Existing Ordinary Shares plus New Ordinary Shares).

Fully underwritten Rights Issue raising proceeds of up to approximately £265 million

in connection with the

Proposed Acquisition of Ascential Events Limited

Introduction

On 15 May 2018, the Company announced that it had entered into a conditional agreement to acquire the entire issued and to be issued share capital of the Target based on an enterprise value of £300 million (calculated on a cash-free debt-free basis and subject to normalised working capital).

Today, ITE announces a fully underwritten rights issue, which is intended to raise up to approximately £265 million (before expenses) to be used to fund part of the cash consideration for the Acquisition.

The Target is the holding company of the Ascential Exhibitions Business, which organises market-leading exhibitions that bring business communities together to connect and trade. The Ascential Exhibitions Business includes two global industry-leading exhibitions brands, Bett and CWIEME, and a number of market-leading UK exhibitions brands, such as the Spring and Autumn Fairs and Pure.

The Directors believe the Ascential Exhibitions Business is an attractive, high-quality portfolio of 'must-attend' exhibitions. The Directors believe the acquisition of the Ascential Exhibitions Business is aligned with ITE's continuing Transformation & Growth Programme ("TAG Programme") and specifically its strategy of making product-led acquisitions of scalable events brands which the Directors believe offer strong growth potential under ITE's ownership. Upon completion of the Acquisition ("Completion"), the Acquisition will diversify ITE's exposure to end-market verticals, creating a more balanced portfolio of events in the Enlarged Group, by adding market-leading events in a number of industry verticals including: education technology, coil winding, electric motor and transformer manufacturing technologies, home and gift, fashion and retail, broadcast and video and gardening and outdoor living. The Acquisition will also diversify ITE's geographic footprint, which the Directors believe will give rise to further opportunities for growth. In particular, the Directors believe that following the Acquisition, Bett and CWIEME will benefit from leveraging ITE's wider geographic footprint and existing infrastructure, providing 'geo-cloning' opportunities (meaning opportunities to replicate Bett and CWIEME in new countries).

The Rights Issue will result in the issue of up to 471,939,236 New Ordinary Shares (representing approximately 175.0 per cent. of the existing issued share capital of ITE and approximately 63.6 per cent. of the enlarged share capital immediately following completion of the Rights Issue).

Dealings in the New Ordinary Shares (nil paid) are expected to commence at 8.00 a.m. on 26 June 2018, the first trading day after the General Meeting to be held on 25 June 2018 at which ITE shareholders will be asked to approve the Acquisition and the Rights Issue.

The Acquisition, because of its size in relation to the Company, is a Class 1 transaction for ITE under the Listing Rules and is, therefore, conditional, inter alia, upon the approval by Shareholders. A General Meeting is being convened to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF at 9.30 a.m. on 25 June 2018 for the purpose of seeking approval to proceed with the Acquisition and the Rights Issue. The notice of the General Meeting and related form of proxy are being circulated to shareholders today subject to approval by the FCA, and, in accordance with Listing Rule 9.6.1 of the FCA Listing Rules, the Prospectus (including the notice of General Meeting) will be submitted to the National Storage Mechanism where they will be available for inspection at www.morningstar.co.uk/uk/NSM.

Background to and reasons for the Rights Issue

The Company proposes to use the net proceeds of the Rights Issue (approximately £250 million) and funds to be drawn down from its bank facilities (the "Facility Agreement") (of £50 million) to fund the Acquisition. The estimated expenses of the Rights Issue and the Acquisition are expected to be approximately £15 million. The Facility Agreement was restated and amended from a £100 million facility to a £170 million facility on 1 June 2018 in order to effect this drawdown.

The Rights Issue is not conditional on Completion. If the Rights Issue were to proceed but Completion does not occur, the Directors' current intention is that the proceeds of the Rights Issue will be applied to reducing the Company's net indebtedness on a short-term basis while the Directors evaluate alternative uses for the funds. If no such alternative uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders. Such a return could carry fiscal costs for certain ITE shareholders, will have costs for ITE and would be subject to applicable securities laws.

Current trading and prospects

ITE

On 15 May 2018, ITE announced its interim results for the six months ended 31 March 2018, demonstrating a strong overall trading performance. This was the first period of like-for-like growth in both yield and volume since 2014 and these results reflect revenue growth in the majority of ITE's markets as a result of early TAG Programme initiatives and focus on Core events.

ITE's TAG Programme is delivering early benefits with improved financial performance from core events delivering like-for-like volume, revenue and headline profit before tax growth for the first time in four years.

Cash conversion remains strong and the Group enters the second half with high visibility of revenues having contracted £143.5 million of revenue for the current financial year as at 11 May 2018, representing approximately 89 per cent. of market expectations for the full year. As a result of a focus on forward bookings, the Group has also already contracted £31 million of forward bookings for the year ended 30 September 2019, representing approximately 19 per cent. of consensus revenue. This is up approximately 31 per cent. on a like-for-like basis and the improved level of bookings partly reflects the ITE's focused sales initiatives on Core events, in line with its strategy. The like-for-like growth and cash conversion have allowed management to invest £1.5 million more in future period events than at this stage last year.

There has been no significant change in the current trading and prospects of ITE since 31 March 2018.

The Ascential Exhibitions Business

Since 31 December 2017, trading has been in line with expectations and there has been no significant change in the financial or trading position of the Ascential Exhibitions Business since that date.

Principal terms and conditions of the Rights Issue

Pursuant to the Rights Issue, the Company is proposing to raise estimated net proceeds of £250 million which will be used to part finance the Acquisition. The Rights Issue is not conditional upon Completion. If the Rights Issue were to proceed but Completion does not occur the Directors' current intention is that the proceeds of the Rights Issue will be applied to reducing ITE's net indebtedness on a short-term basis while the Directors evaluate alternative uses for the funds. If no such alternative uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for ITE and would be subject to applicable securities laws.

The Rights Issue is being fully underwritten by the Banks on, and subject to, the terms and conditions set out in the underwriting agreement between the Company and the Banks.

Subject to fulfilment of, among other things, the conditions set out below (and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter), the New Ordinary Shares will be offered to Qualifying Shareholders (other than Excluded Shareholders) on the following basis:

7 New Ordinary Shares at 56.2 pence each for every 4 Existing Ordinary Shares

held and registered in the name of each such Qualifying Shareholder at the close of business on the Record Date (and so in proportion for any other number of Ordinary Shares then held) and otherwise on the terms and conditions set out in the Prospectus. Qualifying Shareholders with fewer than 4 Existing Ordinary Shares will not be entitled to any New Ordinary Shares. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares.

The Rights Issue Price represents a discount of approximately 60.2 per cent. to the closing price on 5 June 2018 (being the last business day prior to the date of this announcement) and a 35.5 per cent. discount to the theoretical ex-rights price of 87.1 pence per New Ordinary Share calculated by reference to that closing price on the same basis.

Upon completion of the Rights Issue, the New Ordinary Shares will represent approximately 175.0 per cent. of the Company's existing issued share capital and approximately 63.6 per cent. of the Company's enlarged issued share capital following the Rights Issue. Qualifying Shareholders who do not take up their entitlements to New Ordinary Shares in full will experience dilution of their shareholding by approximately 63.6 per cent. as a result of the Rights Issue.

The above calculations assume that no Ordinary Shares are issued as a result of the exercise of any options or awards under ITE's share plans between 5 June 2018, being the latest practicable date prior to publication of this announcement, and the Record Date.

The New Ordinary Shares will, when issued and fully paid, rank pari passu with the Existing Ordinary Shares and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Ordinary Shares. The New Ordinary Shares may be held in certificated or uncertificated form. The New Ordinary Shares will not receive the interim dividend for the year ending 30 September 2018 as the record date for that interim dividend is 8 June 2018, which is before the date of issue of the New Ordinary Shares.

The Rights Issue is conditional, among other things, upon:

(a) the passing of the Resolutions at the General Meeting without amendment;

(b) Admission becoming effective by no later than 8.00 a.m. on 26 June 2018 (or such later time and/or date, being not later than 8.30 a.m. on 10 July 2018, as the Banks and the Company may agree); and

(c) the underwriting agreement between the Company and the Banks becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.

Applications will be made to the FCA for the New Ordinary Shares (nil and fully paid) to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Admission will become effective, and dealings in the New Ordinary Shares, nil paid, will commence, at 8.00 a.m. on 26 June 2018.

Dividend and dividend policy

The Directors understand the importance of dividend payments to Shareholders and intend to maintain ITE's existing policy of declaring dividends at a coverage of more than two times headline earnings per share, subject to the Company having sufficient distributable reserves and cash available for this purpose.

For the year ended 30 September 2017, ITE paid a dividend of 4.0 pence per share (2016: 4.5 pence per share). For the six month period ended 31 March 2018, ITE has declared an interim dividend of 1.5 pence per share (2017: 1.5 pence per share).

ITE Share Plans

If the Acquisition and Rights Issue complete, the Company's Remuneration Committee will, in accordance with the applicable provisions contained in the ITE Share Plans review the terms of existing options and the Company would expect to make such adjustments as are required and appropriate to the terms of existing options under those rules as a consequence of the Acquisition and the Rights Issue, including that certain of the options may be linked to both the overall performance of the Enlarged Group and certain financial performance targets of the Ascential Exhibitions Business being met. Holders of options under ITE Share Plans will be advised accordingly in due course.

The Company's Remuneration Committee also intends to undertake a review of the current remuneration arrangements applicable to the senior executives (including the Executive Directors) to ensure they remain appropriate to the revised shape and prospects of the Company following completion of the Acquisition and intend that at least part of the remuneration may be linked to both the overall performance of the enlarged group and certain financial performance targets of the Ascential Exhibitions Business being met. Any changes to Executive Directors remuneration would be subject to the normal Shareholder approvals at the relevant time.

Intentions of the Directors

All of the Directors who hold Ordinary Shares (Richard Last, Mark Shashoua, Andrew Beach, Sharon Baylay, Neil England and Stephen Puckett) intend to take up in full their rights to subscribe for New Ordinary Shares under the Rights Issue in respect of their holdings. These amount to rights to subscribe for 841,373 New Ordinary Shares, representing approximately 0.3 per cent. of ITE's issued ordinary share capital as at 5 June 2018, being the latest practicable date prior to publication of this announcement.

Recommendation

The board of Directors believes that the Acquisition and Rights Issue are in the best interests of the Company and of Shareholders as a whole and accordingly unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting to approve the Acquisition and the Rights Issue as Richard Last, Mark Shashoua, Andrew Beach, Sharon Baylay, Neil England and Stephen Puckett (being all of the Directors who hold Ordinary Shares) intend to do in respect of their own beneficial holdings amounting, in aggregate, to 480,785 Ordinary Shares, representing approximately 0.2 per cent. of the issued ordinary share capital of ITE as at 5 June 2018, being the latest practicable date prior to publication of this announcement.

Expected Timetable of Principal Events

Each of the times and dates in the table below is indicative only and may be subject to change.

The times and dates set out may be adjusted by ITE in consultation with Investec and Numis in which event details of new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Qualifying Shareholders.

	2018
Announcement of the Acquisition	7.00 a.m. on 15 May
Announcement of the Rights Issue	7.00 a.m. on 6 June
Date of publication of Prospectus, the Notice of General Meeting and the Form of Proxy	6 June
Record Date for entitlements under the Rights Issue	close of business on 21 June
Latest time and date for receipt of Forms of Proxy	9.30 a.m. on 23 June
General Meeting	9.30 a.m. on 25 June
Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only)	25 June
Publication of notice in the London Gazette	26 June
Existing Ordinary Shares marked "ex-rights" by the London Stock Exchange	8.00 a.m. on 26 June
Admission of New Ordinary Shares, nil paid, and start of subscription period	26 June
Dealings in New Ordinary Shares, nil paid, commence on the London Stock Exchange	8.00 a.m. on 26 June
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)	As soon as practicable after 8.00 a.m. on 26 June
Nil Paid Rights and Fully Paid Rights enabled in CREST	As soon as practicable after 8.00 a.m. on 26 June
Recommended latest time for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form)	4.30 p.m. on 4 July
Recommended latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights or Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them into uncertificated form)	3.00 p.m. on 5 July
Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid, for rights traded on the London Stock Exchange	3.00 p.m. on 6 July
Latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters	11.00 a.m. on 10 July
Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange	8.00 a.m. on 11 July
Announcement of results of Rights Issue	11 July
New Ordinary Shares credited to CREST accounts	by no later than 11 July
Expected date of Completion	17 July
Expected date of despatch of definitive share certificates for New Ordinary Shares in certificated form	by no later than 20 July

All references to times in the timetable below are to UK time.

Definitions

The definitions set out below apply throughout this announcement, including the summary, unless the context requires otherwise:

"Admission"	the admission of the New Ordinary Shares, nil paid, to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules and the admission of the New Ordinary Shares, nil paid, to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards
"Ascential Exhibitions Business"	Ascential's business of organising exhibitions, congresses and festivals, of which the Target is the holding company
"Ascential Exhibitions Group"	the Target and its subsidiaries Ascential Events (Shanghai) Company Limited, Ascential Eventos Limited and Ascential Fuarcilik Organizasyon ve Tanitim Hizmetleri Anonim Sirketi
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
"Discretionary Scheme"	the ITE 2009 Discretionary Share Option Scheme (as amended)
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Excluded Shareholders"	Shareholders located in Excluded Territories
"Excluded Territories"	the United States, Australia, Canada, Japan and South Africa and any other jurisdiction where the extension or availability of the Rights Issue (and any transaction contemplated thereby) would breach any applicable law or regulation, and "Excluded Territory" shall be construed accordingly
"Form of Proxy"	the form of proxy for use by Shareholders at the General Meeting which accompanies the Prospectus
"Fully Paid Rights"	rights to acquire the New Ordinary Shares, fully paid
"ITE Share Plans"	the Discretionary Scheme, the KCP and PSP
"KCP"	the ITE Key Contractors' Performance Share Plan 2014 (as amended)
"Nil Paid Rights"	New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue
"PSP"	the ITE Employees' Performance Share Plan 2014 (as amended)
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares on the register of members of the Company in uncertificated form (that is, through CREST)
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares on the register of members of the Company in certificated form (that is, not through CREST)
"Provisional Allotment Letter"	the renounceable provisional allotment letter to be sent to certain Qualifying Non-CREST Shareholders in respect of the New Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue

IMPORTANT NOTICE

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

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus when published. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change

A copy of the Prospectus when published will be available from the registered office of ITE and on ITE's website at www.ite-exhibitions.com provided that the Prospectus will not, subject to certain exceptions, be available to Shareholders in certain excluded jurisdictions. Neither the content of ITE's website nor any website accessible by hyperlinks on ITE's website is incorporated in, or forms part of, this announcement.

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.

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Enlarged Group will necessarily match or be greater than the historical published earnings per share, profits, margins or cash flows of the ITE.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and information described in this announcement and/or the Prospectus. 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 ("Investec") 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 ("Numis") 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.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth, strategies, integration of the business organisations and achievement of anticipated combination benefits in a timely manner. Forward-looking statements speak only as of the date they are made.

Such forward-looking statements are based on beliefs, expectations and assumptions of the Directors and other members of senior management regarding ITE's present and future business strategies, the timetable for integration of the Ascential Exhibitions Business, the benefits to be derived from the Acquisition and the environment in which ITE, the Ascential Exhibitions Business and/or, following Completion, the Enlarged Group will operate in the future. Although the Directors and other members of senior management believe that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the ITE's control. ITE, the Ascential Exhibitions Business and/or, following Completion, the Enlarged Group's actual operating results, financial condition, dividend policy and the development of the industry in which they operate, as well as the benefits and combination benefits actually received, may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the operating results, financial condition and dividend policy of ITE, the Ascential Exhibitions Business and/or, following Completion, the Enlarged Group, and the development of the industry in which they operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to, general economic and business conditions, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability and changes in business strategy or development plans, difficulties encountered in integrating the two organisations and/or achieving the anticipated combination benefits in a timely manner and other risks.

In comparing the events organised by ITE and the Ascential Exhibitions Group, the Company regards the main comparators to be the number of exhibitors, number of attendees, floor space required and/or revenues generated by the event in question. A "market-leading" or "must-attend" event would, in the opinion of the Company, be one which was the leader across the most relevant (to the event concerned) of these comparators.

You are advised to read this announcement and the Prospectus (if and when published) in their entirety for a further discussion of the factors that could affect ITE and/or the Enlarged Group's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

Except as required by applicable laws and regulations, each of ITE, Investec, Numis and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

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

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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