Results of Placing

RNS Number : 9387J

Informa PLC

16 April 2020

 

Informa LEI: 5493006VM2LKUPSEDU20

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Informa PLC Press Release

16 April 2020

Results of Placing

London:   Informa PLC ("Informa" or the "Company" or the "Group") announces the successful pricing of the non-pre-emptive placing (the "Placing") of new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") announced earlier today.

A total of 250,159,212 new Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed by Goldman Sachs International ("Goldman Sachs"), Morgan Stanley, Banco Santander, S.A. ("Santander"), BNP PARIBAS ("BNP Paribas"), HSBC Bank plc ("HSBC") and Merrill Lynch International ("BofA Securities") at a price of 400 pence per Placing Share (the "Placing Price"). Goldman Sachs and Morgan Stanley are acting as joint global co-ordinators and joint bookrunners (the "Joint Global Coordinators") and BofA Securities, BNP Paribas, HSBC and Santander are acting as joint bookrunners (together with Goldman Sachs and Morgan Stanley, the "Joint Bookrunners"). Morgan Stanley and BofA Securities are also Informa's Corporate Brokers.

Concurrently with the Placing, all members of the Informa Board and Executive Management Team have subscribed (the "Subscription") for a total of 158,788 new Ordinary Shares in the capital of the Company (the "Subscription Shares") at the Placing Price. All such subscriptions will be split equally between the Firm Share Issuance and the Conditional Share Issuance, as defined below.

Together, the Placing and Subscription of 250,318,000 new Ordinary Shares in the capital of the Company, representing approximately 19.99% of the Company's existing issued share capital, will raise gross proceeds of approximately £1,001 million. The Placing Price of 400 pence represents a discount of 4.0 per cent to the closing share price of 416.8 pence on 15 April 2020.

Informa consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process. The Company is pleased by the strong support it has received from existing shareholders and others.

125,159,000 new Ordinary Shares will be issued under the Company's existing share capital authority (the "Firm Share Issuance"). Applications have been made (i) to the Financial Conduct Authority (the "FCA") for admission of the Firm Share Issuance to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the Firm Share Issuance to trading on its main market for listed securities (together, "Initial Admission"). It is expected that Initial Admission will become effective on or before 8.00am on 20 April 2020.

125,159,000 new Ordinary Shares will be issued conditional on shareholder approval (the "Conditional Share Issuance"). As previously announced, the Company intends to convene a shareholder meeting, expected to be held on or around 4 May 2020, to approve the allotment of the Ordinary Shares pursuant to the Conditional Share Issuance. Applications will be made (i) to the FCA for admission of the Conditional Share Issuance to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the Conditional Share Issuance to trading on its main market for listed securities (together, "Subsequent Admission"). Subject to shareholder approval, it is expected that Subsequent Admission will become effective on or before 8.00am on 5 May 2020.

Completion of the Firm Share Issuance is not conditional on completion of the Conditional Share Issuance and therefore completion of the Firm Share Issuance may occur where the Conditional Share Issuance does not complete, whether by reason of a failure to obtain shareholder approval for that Conditional Share Issuance or otherwise.

The Placing Shares and Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of 0.1 pence in the capital of Informa, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Following Initial Admission, the total number of shares in issue in Informa will be 1,376,957,534. The Company does not hold any shares in Treasury and, therefore, following Initial Admission, the number of voting shares in issue in Informa will be 1,376,957,534. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. Subject to completion of the Conditional Share Issuance, the Company will make a further announcement regarding the total number of shares in issue, following Subsequent Admission, in due course.

Enquiries
Informa PLC Stephen A. Carter, Group Chief Executive Gareth Wright , Group Finance Director Richard Menzies-Gow , Director of IR & Comms	[phone] [phone] [phone]
Goldman Sachs (Joint Global Coordinator) Charlie Lytle William Smiley Tom Hartley	[phone]
Morgan Stanley (Joint Global Coordinator and Corporate Broker) Andrew Foster Martin Thorneycroft Melissa Godoy	[phone]
Teneo Strategy Tim Burt / Zoë Watt	[phone]

This Announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this Announcement should be read and understood.

Important Notices

No action has been taken by the Company, Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC or Santander or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and my only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at Qualified Persons who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.  Persons needing advice should consult an independent financial adviser.

The distribution of this Announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC or Santander or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander to inform themselves about and to observe any such restrictions.

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 OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold 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 the securities laws of any state or any other jurisdiction of the United States.  The securities referred to herein may not be offered and sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities referred to herein have been subject to a product approval process, which has determined that such securities referred to herein 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 securities referred to herein may decline and investors could lose all or part of their investment; the securities referred to herein offer no guaranteed income and no capital protection; and an investment in the securities referred to herein 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander 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 securities referred to herein. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

Morgan Stanley, Goldman Sachs, BofA Securities and HSBC are each authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. BNP Paribas is lead supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") (and its London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and the Prudential Regulation Authority). Santander is a public entity regulated by the Bank of Spain, the ECB and the Spanish Stock Market Authority. Santander is authorised by the Bank of Spain and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Each of Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

In connection with the Placing, each of Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander and any of their affiliates acting in such capacity. In addition, Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander and any of their respective affiliates may from time to time acquire, hold or dispose of shares. Morgan Stanley, Goldman Sachs, BofA Securities, BNP Paribas, HSBC and Santander do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Informa PLC

Informa is a leading international Exhibitions, Events, Information Services and Scholarly Publishing Group. It helps commercial, professional and academic communities work smarter and make better decisions faster, through specialist content and intelligence, and opportunities to connect and learn. For more information, please visit www.informa.com .

 

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