Transaction Update

Informa PLC

27 August 2024

 

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

FOR IMMEDIATE RELEASE

27 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 Companies Act 2006

Transaction Update

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").

On 12 August 2024, Ascential published a circular in relation to the Scheme (the "Scheme Document"). Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Acquisition Financing Syndication

As previously disclosed in the Scheme Document, Informa entered into a Term Facility Agreement on 24 July 2024 between, amongst others, Informa and Informa Group Holdings Limited as original borrowers and original guarantors, Morgan Stanley Bank International Limited as mandated lead arranger and Morgan Stanley Bank, N.A. as original lender. The Term Facility Agreement has today been (i) amended pursuant to an amendment letter entered into between Informa Group Holdings Limited and HSBC Bank plc (as agent) (the "Amendment Letter"), and (ii) deemed amended via the exercise of clause 2.5 (More Favourable Terms) of the Term Facility Agreement as evidenced by an amendment letter entered into between Informa Group Holdings Limited and HSBC Bank plc (as agent) (the "More Favourable Terms Amendment Letter"). Further details of the Term Facility Agreement, including the key terms, availability and maturity of the Term Facility Agreement, are set out in the Scheme Document.

Informa announces that on 27 August 2024, Morgan Stanley Bank, N.A. successfully completed the syndication of a majority of its commitments under the Term Facility Agreement (as more particularly discussed in the syndication letter dated 24 July 2024 (the "Syndication Letter")) by way of a global transfer certificate (the "Global Transfer Certificate").

A copy of the Syndication Letter is available, and a copy of the Global Transfer Certificate, the Amendment Letter and the More Favourable Terms Amendment Letter will be made available, on Informa's website at https://informa.com/investors/informaandascential and on Ascential's website at https://www.ascential.com/investors/recommended-offer-for-ascential-by-informa.

Acquisition entities

As set out in the Scheme Document, the purpose of the Scheme is to provide for Informa and/or one or more of its wholly-owned subsidiaries to become the holders of the Scheme Shares with effect from the Effective Date. Informa now confirms that it intends for the Scheme Shares to be acquired by Informa USA Inc. and Informa Group Limited (in proportions reflective of the value of the Ascential US business and non-US business respectively), each of which are wholly-owned subsidiaries of Informa.

Timetable

As set out in the Scheme Document, shareholders of Ascential will vote on the terms of the Acquisition on 4 September 2024. Subject to satisfaction (or waiver, where applicable) of the relevant Conditions, the Acquisition is expected to close in the fourth quarter of 2024 and, in any event, prior to the Long Stop Date.

Enquiries:
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]

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, contains 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 an Offer, the offer document).

This announcement has been prepared for the purpose of complying with English 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.

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

Disclaimers

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 Informa, the Informa Directors or by 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 has 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 U.S. 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 Informa or the 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 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 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 could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement. Neither 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 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.

Publication on a website

A copy of this announcement 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 https://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.

 

END