Publication of Prospectus and Circular

RNS Number : 9918J

Informa PLC

15 September 2016

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS. INVESTORS SHOULD NOT ACQUIRE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS EXPECTED TO BE PUBLISHED TODAY IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF INFORMA PLC AND ON ITS WEBSITE WWW.INFORMA.COM.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

15 September 2016

Informa PLC

("Informa" or the "Company")

Publication of Prospectus and Circular

Further to the announcement earlier today by Informa regarding the proposed £1.18 billion Acquisition of Penton Information Services and the fully underwritten Rights Issue to raise gross proceeds of approximately £715 million, the Company announces that the Circular relating to the Acquisition and the Prospectus relating to the Rights Issue have been approved by the UK Listing Authority.

Copies of the Circular will be posted to Informa Shareholders today. The Circular and the Prospectus will be made available on Informa's website www.informa.com and will be submitted to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM. Copies of the Circular and the Prospectus will also be available for inspection during normal business hours on any Business Day, free of charge, at the registered office of the Company at 5 Howick Place, London SW1P 1WG and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, from the date of the Prospectus up to and including the later of the date of the Consideration Shares Admission and the date of the Rights Issue Admission.

Enquiries

Informa PLC
Stephen A. Carter, Group Chief Executive	[phone]
Gareth Wright, Group Finance Director	[phone]
Richard Menzies-Gow, Director of Investor Relations	[phone]
Teneo Strategy
Tim Burt / Ben Foster	[phone]
Samantha Cohen	[phone]

 

IMPORTANT NOTICE

The defined terms set out in Part XVI of the Prospectus apply in this announcement. This announcement has been issued by and is the sole responsibility of Informa.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or Rights Issue Shares referred to in this announcement except on the basis of the information contained in the Prospectus. 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 for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information in this announcement is subject to change.

A copy of the Prospectus when published will be available from the registered office of Informa and on Informa's website at www.informa.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Informa Shareholders in the Restricted Jurisdiction or the United States.

Neither the content of Informa's website nor any website accessible by hyperlinks on Informa's website is incorporated in, or forms part of, this announcement. The Prospectus will give further details of the Nil Paid Rights, the Fully Paid Rights and the Rights Issue Shares being offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Rights Issue Shares or to take up any entitlements to Rights Issue Shares in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution directly or indirectly in or into the United States or any of the Restricted Jurisdictions and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not contain, constitute, or form part of, an offer to sell or the solicitation of an offer or the solicitation of an offer to purchase or subscribe for any Company securities in the United States or any of the Restricted Jurisdiction. The Provisional Allotment Letters and the Rights Issue 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 absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  The Company does not intend to register the securities or conduct a public offering in the United States.

There will be no public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue Shares in the United States or any of the Restricted Jurisdictions.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of 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 Restricted Jurisdictions. Further this document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.

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.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA in the United Kingdom, is acting as sponsor, joint financial adviser, joint global coordinator and joint bookrunner exclusively for Informa and no one else in connection with the Rights Issue, the Acquisition and/or other matters referred to in this document and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Rights Issue and/or the Acquisition and is not, and will not be, responsible to any person other than Informa for providing the protections afforded to its clients, nor for providing advice in relation to the Acquisition, Rights Issue or any other matters referred to herein.

Merrill Lynch International ("BofA Merrill Lynch") is authorised by the PRA in the United Kingdom and regulated by the PRA and the FCA. BofA Merrill Lynch is acting as joint global coordinator and joint bookrunner in relation to the Rights Issue, exclusively for Informa and no one else in connection with the Rights Issue or the Acquisition and/or other matters referred to in this document and will not regard any other person (whether or not a recipient of this document) as a client of BofA Merrill Lynch in relation to the Rights Issue or the Acquisition, and is not, and will not be, responsible to anyone other than Informa for providing the protections afforded to BofA Merrill Lynch's clients and will not be responsible to any person other than Informa for providing the protections afforded to BofA Merrill Lynch's clients, nor for providing advice in relation to the Rights Issue or the Acquisition or any other matters referred to herein.

HSBC Bank plc ("HSBC") is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. Banco Santander, S.A. ("Banco Santander")  is a Spanish public limited company, incorporated under the laws of Spain and lead regulated by the Bank of Spain and the Spanish Securities Market Commission (the "CNMV"), and in the United Kingdom authorised by the PRA and regulated by the FCA and the PRA. BNP Paribas is lead supervised by the European Central Bank (the "ECB") and the Autorité de Contrôle Prudentiel et de Résolution (the "ACPR"). Commerzbank Aktiengesellschaft, London Branch ("Commerzbank", together with Barclays, BofA Merrill Lynch, HSBC, Banco Santander and BNP Paribas, the "Underwriters") is authorised under German Banking Law by BaFin (the Federal Financial Supervisory Authority) and is authorised and subject to limited regulation by the FCA and PRA in the United Kingdom. HSBC (together with Barclays and BofA Merrill Lynch, the "Joint Bookrunners"), which is acting as joint bookrunner, and Banco Santander, BNP Paribas and Commerzbank (collectively, the "Co-Lead Managers"), which are acting as co-lead managers, are acting exclusively for Informa and no one else in connection with the Rights Issue and other matters referred to in this document and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and are not, and will not be, responsible to anyone other than Informa for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any other matters referred to herein.

Each of Morgan Stanley & Co. International plc ("Morgan Stanley") and N.M. Rothschild & Sons ("Rothschild"), which are authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting as joint financial adviser to Informa and for no one else in connection with the Acquisition and/or the Rights Issue and other matters referred to in this document. In connection with such matters, neither Morgan Stanley, Rothschild, Centerview Partners nor any of their respective affiliates nor any of their or their affiliates' respective directors, officers, employees and agents will regard any other person (whether or not a recipient of this document) as their respective clients, nor will they be responsible to anyone other than Informa for providing the protections afforded to clients of Morgan Stanley, Centerview Partners or Rothschild nor for providing advice in relation to the Rights Issue and/or the Acquisition, the contents of this document or any other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters under FSMA or the regulatory regime established thereunder, none of the Underwriters accepts any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Informa, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Acquisition or the Rights Issue. Subject to applicable law, each of the Underwriters accordingly disclaims all and any 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 Underwriters may, in accordance with applicable laws and regulations, engage in transactions in relation to the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable laws or regulations, the Underwriters do not propose to make any public disclosure in relation to such transactions.

This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. These forward looking statements are subject to a number of risks and uncertainties, many of which are beyond Informa's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.

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. Forward looking statements are not guarantees of future performance. Informa's actual performance, results of operations, internal rate of return, financial condition, distributions to Informa Shareholders and the development of its financing strategies may differ materially from the impression created by the forward looking statements contained in this announcement.

Forward looking statements contained in this announcement apply only as at the date of this announcement. To the extent required by the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules and other applicable regulations, Informa will update or revise the information in this announcement. Otherwise, Informa undertakes no obligation publicly to update or revise any forward looking statement, whether as a result of new information, future developments or otherwise.

 

END

 

 

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