Results of Rights Issue and Rump Placing

RNS Number : 4483N

Informa PLC

26 October 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, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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

Press release

26 October 2016

Informa PLC

Results of Rights Issue and Rump Placing to fund acquisition of Penton Information Services

Informa ("Informa" or the "Company") announces the outcome of its fully-underwritten £715m Rights Issue, which forms part of the funding for its acquisition of Penton Information Services, the leading independent US-based Exhibitions and Professional Information Services Group.

The Rights Issue closed for acceptances at 11.00 a.m. (London time) on 25 October 2016, and the Company received valid acceptances in respect of 159,652,767 Rights Issue Shares to be issued under the terms of the Rights Issue. Within this, Informa Non-Executive and Executive Directors who were entitled to take up Rights Issue Shares and any shares held in Company Share Plans did so to the fullest extent possible.

Barclays Bank PLC and Merrill Lynch International, in line with the Underwriting Agreement and their role as Joint Global Co-ordinators on the Rights Issue, today procured subscribers for the Rump, the remaining 2,581,889 Rights Issue Shares not taken up, from amongst existing institutional shareholders of Informa at a price of 670p per Rights Issue Share.

The net proceeds from the placing of Rights Issue Shares, after deducting the 441p Rights Issue Share price and the expenses of procuring subscribers, will be paid to Shareholders whose rights lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments. For administrative reasons, individual amounts of less than £5 will be aggregated and paid to the Company rather than to the individual Shareholders.

It is expected that the Rights Issue Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 26 October 2016, and that definitive share certificates for Rights Issue Shares in certificated form will be dispatched to Qualifying Non-CREST Informa Shareholders by no later than 8 November 2016. The Company anticipates that the Rights Issue Shares will commence trading, fully paid, on London Stock Exchange plc's main market for listed securities on 26 October 2016.

Informa continues to expect its acquisition of Penton Information Services will complete in early November 2016.

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]

Notes to editors

 

Total Voting Rights

In accordance with the FCA's Disclosure Guidance and Transparency Rules and following the completion of the Rights Issue, the Company's issued share capital as at 26 October 2016 consists of 811,175,905 Informa Shares, which have one vote per share. The Company holds no Informa Shares in treasury. The total number of voting rights in the Company as at the same date is therefore 811,175,905. This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules.

Note that as part of the consideration for the Acquisition, the vendors will receive $100m in new Informa shares. These will be issued on completion of the Acquisition, when a subsequent notice of Total Voting Rights will be issued.

Director / PDMR Shareholding

In accordance with Article 19(3) of the Market Abuse Regulation (2014/596/EU), the transactions below were made by Directors in the Company and people closely associated with those Directors. They reflect either a full take up of Rights under the Rights Issue, connected with the ordinary Shares of 0.1 pence each in the Company (identification code: GB00BD2MGK60) held directly by the relevant Director or a person closely associated with them, or disposals of Rights connected with Shares held through participation in Informa's ShareMatch Plan (the "Plan"). The proceeds of sales under ShareMatch were used in full by the Plan trustee to take up the Director's remaining rights. All transactions took place on the London Stock Exchange.

Each of the persons identified below is a "person discharging managerial responsibility" or PDMR, or a "person closely associated" or PCA as defined in the Market Abuse Regulation.

Transactions made on 25 October 2016:

PDMR or PCA	Number of Shares
Derek Mapp (Non-Executive Chairman)	25,000
Gareth Bullock (Senior Independent Non-Executive Director)	2,500
Dr Brendan O'Neill (Non-Executive Director)	2,050
Cindy Rose (Non-Executive Director)	875
Helen Owers (Non-Executive Director)	500
Stephen Davidson (Non-Executive Director)	670
John Rishton (Non-Executive Director)	1,736
Anna Carter (PCA to Stephen A. Carter, Group Chief Executive)	19,630
Tara Wright (PCA to Gareth Wright, Group Finance Director)	2,898

The following transactions relate to the cashless take up of rights under the ShareMatch Plan on 12 October 2016:

PDMR	Price at which nil paid rights were sold/taken up (£)	Volume: number of Rights disposed of	Volume: number of Shares acquired
Stephen A. Carter	2.1475	254	123
Gareth Wright	2.1475	481	234

Adjustments have also been made to the awards granted to participants of the Company's Long-Term Incentive Plan (LTIP) and the Company's Deferred Share Bonus Plan (DSBP), according to the rules of those plans, to take account of the Rights Issue. The adjustments increase the number of ordinary shares of 0.1 pence each in the Company by a factor of 1.0862.

Adjustment of awards granted under the LTIP:

Director	LTIP Grant	Number of Shares under award before adjustment	Number of Shares under award following adjustment	Price
Stephen A. Carter	2014	306,216	332,605	No price was paid for the adjustments
	2015	306,425	332,832
	2016	235,136	255,400
Gareth Wright	2014	130,308	141,537	No price was paid for the adjustments
	2015	130,397	141,634
	2016	100,553	109,218

Adjustment of options granted under the DSBP:

Director	Number of Shares under award before adjustment	Number of Shares under award following adjustment	Total exercise price before adjustment	Total exercise price after adjustment	Price
Stephen A. Carter	5,539	1,384	£1	£1	No price paid for the adjustment
Gareth Wright	3,143	785	£1	£1	No price paid for the adjustment

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED IN IT SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.  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. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE AND THIS ANNOUNCEMENT CANNOT BE RELIED UPON FOR ANY INVESTMENT CONTRACT OR DECISION.

The defined terms set out in Part XVI of the prospectus published by Informa on 15 September 2016 (the "Prospectus") apply in this announcement. This announcement has been issued by and is the sole responsibility of Informa.

A copy of the Prospectus is 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 a 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. Subject to certain exceptions, the Securities may not be offered or sold in any Restricted Jurisdiction or to, of for the account or benefit of any national, resident or citizen of such countries.

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.

Accordingly, subject to certain exceptions, the Rights Issue is not being made in the United States and neither this announcement, the Prospectus nor the Provisional Allotment Letters constitute or will constitute an offer, or an invitation to apply for, or an offer or an invitation to subscribe for or acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is located in the United States.

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. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other 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.

 

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