TIDMASCL
RNS Number : 8587O
Ascential PLC
12 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is an advertisement for the purposes of the UK
Prospectus Rules of the Financial Conduct Authority (the "FCA") and
not a prospectus and not an offer of securities for sale in any
jurisdiction, including in or into or from the United States,
Australia, Canada or Japan. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any
jurisdiction. Investors should not subscribe for or purchase any
transferable securities referred to in this announcement except on
the basis of information in the prospectus (the "Prospectus")
published by Ascential plc (the "Company") on 9 February 2016 in
connection with the admission of its ordinary shares (the "Shares")
to the premium listing segment of the Official List of the FCA and
to trading on the main market for listed securities of the London
Stock Exchange plc (the "London Stock Exchange"). Copies of the
Prospectus are available at the Company's registered office at The
Prow, 1 Wilder Walk, London W1B 5AP and on the Company's website at
www.ascential.com.
12 February 2016
Ascential plc
Admission to trading on the London Stock Exchange
Further to its announcement on 9 February 2016, Ascential plc
("Ascential" or the "Company"), the international
business-to-business media company, is pleased to announce that its
entire ordinary share capital of 400,000,000 Shares has today been
admitted to the premium listing segment of the Official List of the
UK Financial Conduct Authority and to trading on the London Stock
Exchange's main market for listed securities under the ticker
"ASCL".
Enquiries
Media Enquiries
FTI Consulting (Public Relations +44 (0) 20 3727
Advisers to Ascential): 1000
Matt Dixon, Chris Lane, Ed Bridges
Joint Global Co-ordinators, Joint
Bookrunners and Joint Sponsors
+44 (0) 20 7628
BofA Merrill Lynch: 1000
Peter Luck, Antonin Baladi, James
Fleming
+44 (0) 20 7774
Goldman Sachs International: 1000
Anthony Gutman, Chris Emmerson,
Duncan Stewart
Joint Bookrunners
+44 (0) 20 7595
BNP Paribas: 2000
Ben Canning, Florence Sztuder
+44 (0) 20 7545
Deutsche Bank: 8000
Alastair Blackman, Lorcan O'Shea
+44 (0) 20 7260
Numis Securities: 1000
Lorna Tilbian, Nick Westlake
Financial Adviser to GMG
+44 (0) 20 7634
Moelis & Company: 3500
Geoffrey Austin, Liam Beere, Alexander
Hageman
Disclaimer
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, fairness or completeness.
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United
States and the District of Columbia), Australia, Canada, Japan or
any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document 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.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in any jurisdiction,
including the United States, Australia, Canada or Japan or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful.
The securities referred to herein may not be offered or sold,
directly or indirectly, in the United States unless registered
under the United States Securities Act of 1933, as amended (the "US
Securities Act") or offered in a transaction exempt from, or not
subject to, the registration requirements of the US Securities Act.
The offer and sale of securities referred to herein has not been
and will not be registered under the US Securities Act or under the
applicable securities laws of Australia, Canada or Japan. There
will be no public offer of the Shares in the United States,
Australia, Canada or Japan. Subject to certain exceptions, the
Shares referred to herein may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area who are qualified
investors within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC), as amended.
Each of the Company and Merrill Lynch International ("BofA
Merrill Lynch"), Goldman Sachs International ("Goldman Sachs"),
Deutsche Bank AG, London Branch ("Deutsche Bank"), BNP Paribas
("BNP Paribas"), Numis Securities Limited ("Numis"), and Moelis
& Company UK LLP ("Moelis") (together, the "Banks") and their
respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any of the forward-looking
statements contained in this announcement whether as a result of
new information, future developments or otherwise.
Any purchase of Shares in the Offer should be made solely on the
basis of the information contained in the Prospectus. No reliance
may, or should, be placed by any person for any purposes whatsoever
on the information contained in this announcement or on its
completeness, accuracy or fairness. The information in this
announcement is subject to change.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all or part of
the amount invested. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning the Offer. The value of Shares can
decrease as well as increase. Potential investors should consult a
professional adviser as to the suitability of the Offer for the
person concerned.
Each of BofA Merrill Lynch and Goldman Sachs is authorised by
the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the PRA and the FCA. Deutsche Bank is
authorised under German Banking Law (competent authority: the
European Central Bank (the "ECB")) and, in the United Kingdom, by
the PRA and is subject to supervision by the ECB and by BaFin,
Germany's Federal Financial Supervisory Authority, and is subject
to limited regulation in the United Kingdom by the PRA and the FCA.
BNP Paribas is authorised under French Banking Law by the ECB and
the Autorité de Contrôle Prudentiel (the "ACPR") and, in the United
Kingdom, by the PRA and is subject to supervision by the ECB and by
ACPR, and is subject to limited regulation in the United Kingdom by
the PRA and the FCA. Each of Numis and Moelis is authorised and
regulated by the FCA. The Banks (other than Moelis) are acting
exclusively for the Company and no one else in connection with the
Offer, and will not regard any other person as their respective
clients in relation to the Offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for providing advice in
relation to the Offer, the contents of this announcement or any
transaction, arrangement or other matter referred to herein. Moelis
is acting exclusively for GMG and no one else in connection with
the Offer, and will not regard any other person as their respective
clients in relation to the Offer and will not be responsible to
anyone other than GMG for providing the protections afforded to
their respective clients nor for providing advice in relation to
the Offer, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the Offer, any of the Banks and any of their
affiliates, acting as investors for their own accounts, may take up
a portion of the Shares in the Offer as a principal position, and
in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Shares and other
securities of the Company or related investments and may offer or
sell such Shares or other investments otherwise than in connection
with the Offer. Accordingly, references in the Prospectusto the
Shares being issued, offered, subscribed for, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing of or dealing in the
Shares by, any Bank and any of its affiliates acting as an investor
for their own accounts. In addition, certain of the Banks or their
affiliates may enter into financing arrangements (including swaps)
with investors in connection with which the Banks (or their
affiliates) may from time to time acquire, hold or dispose of
Shares. Neither the Banks nor any of their affiliates intend to
disclose the extent of any such investment
February 12, 2016 03:01 ET (08:01 GMT)
or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
None of the Banks or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for, or makes any representation or
warranty, express or implied, as to, the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
In connection with the Offer, BofA Merrill Lynch (as stabilising
manager), or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law and for
stabilisation purposes, over-allot Shares up to a total of 15% of
the total number of Shares included in the Offer or effect other
transactions with a view to supporting the market price of the
Shares or any options, warrants or rights with respect to, or other
interest in, the Shares or other securities of the Company, in each
case at a higher level than that which might otherwise prevail in
the open market. BofA Merrill Lynch is not required to enter into
such transactions and such transactions may be effected on any
securities market, over-the-counter market, stock exchange or
otherwise and may be undertaken at any time during the period
commencing on the date of the conditional dealings in the Shares on
the London Stock Exchange and ending no later than 30 calendar days
thereafter. Such stabilisation, if commenced, may be discontinued
at any time without prior notice. However, there will be no
obligation on BofA Merrill Lynch or any of its agents to effect
stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. In no event will measures be taken
to stabilise the market price of the Shares above the offer price.
Except as required by law or regulation, neither BofA Merrill Lynch
nor any of its agents intends to disclose the extent of any
over-allotments made and/or stabilisation transactions conducted in
relation to the Offer.
For the purposes of allowing it to cover short positions
resulting from any such over-allotments and/or from sales of Shares
effected by it during the stabilising period, BofA Merrill Lynch
will enter into over-allotment arrangements pursuant to which BofA
Merrill Lynch may purchase, or procure purchasers for, additional
Shares up to 15 per cent. of the total number of Shares included in
the Offer (the "Over-allotment Shares") at the offer price. The
over-allotment arrangements may be exercised in whole or in part
upon notice by BofA Merrill Lynch at any time on or before the 30th
calendar day after the commencement of conditional dealings in the
Shares on the London Stock Exchange. Any Over-allotment Shares made
available pursuant to the over-allotment arrangements will be made
available on the same terms and conditions as Shares being offered
pursuant to the Offer and will rank pari passu in all respects
with, and form a single class with, all other Shares (including for
all dividends and other distributions declared, made or paid on the
Shares).
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKDDKFBKDPBD
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February 12, 2016 03:01 ET (08:01 GMT)
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