TIDMASCL
RNS Number : 4338V
Ascential PLC
01 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
1 December 2023
ASCENTIAL PLC
PUBLICATION OF CLASS 1 CIRCULAR AND NOTICE OF GENERAL
MEETING
Further to the announcement on 30 October 2023 by Ascential plc
("Ascential" or the "Company") regarding the proposed disposals of
the Company's digital commerce business ("Digital Commerce") to
Omnicom Group Inc. (the "Digital Commerce Sale"), and its product
design business ("WGSN") to Wind UK Bidco 3 Limited (the "WGSN
Sale" and, together with the Digital Commerce Sale, the
"Transactions"), the Company is pleased to announce that a
shareholder circular relating to the Transactions has been approved
by the Financial Conduct Authority and will shortly be sent to the
Company's shareholders (other than those who have elected for
notification by electronic communication).
Each of the Digital Commerce Sale and the WGSN Sale qualifies as
a "Class 1" transaction for the Company under the Listing Rules and
accordingly, each of the Digital Commerce Sale and the WGSN Sale is
conditional upon, amongst other things, the approval of the
Company's shareholders at a general meeting of the Company.
Accordingly, the Circular contains a notice convening a general
meeting of the Company which is to be held at the offices of
Slaughter and May, One Bunhill Row, London EC1Y 8YY on 18 December
2023 at 10.00am (the "General Meeting"), at which the resolutions
contained in the notice of meeting will be proposed to the
Company's shareholders to approve the Transactions (the
"Resolutions").
The Board considers the Transactions (and the Resolutions
necessary to implement the Transactions) to be in the best
interests of the Company and its shareholders as a whole and
unanimously recommends that shareholders vote in favour of the
Resolutions at the General Meeting.
A copy of the Circular will be submitted to the National Storage
Mechanism where it will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In
addition, a copy of the Circular will be made available for
inspection on the Company's website at www.ascential.com .
Enquiries:
Ascential plc
Duncan Painter, Chief Executive Officer +44 (0)20 7516 5000
Mandy Gradden, Chief Financial Officer
Rory Elliott, Investor Relations
Director
FTI Consulting LLP, Media enquiries
Matt Dixon +44 (0)20 3727 1000
Jamie Ricketts
Edward Bridges
IMPORTANT NOTICES
This announcement is not intended to, and does not constitute or
form part of, any offer to sell or issue or any solicitation of an
offer to purchase, subscribe for, or otherwise acquire, any
securities or a solicitation of any vote or approval in any
jurisdiction. Ascential shareholders are advised to carefully read
the Circular once it has been published. Any voting decision in
respect of the Transactions should be made only on the basis of the
information in the Circular.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan"), is
authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA") and the PRA. J.P. Morgan is
acting Lead Financial Adviser, Joint Sponsor and Joint Corporate
Broker exclusively for the Company and no one else in connection
with the Transactions and the matters set out in this announcement
and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the Transactions
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of J.P. Morgan or its
affiliates, or for providing advice in relation to the Transactions
or any other matters referred to in this announcement.
Numis Securities Limited (which is trading for these purposes as
Deutsche Numis) ("Deutsche Numis") is authorised and regulated in
the United Kingdom by the FCA. Deutsche Numis is acting as acting
Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker
exclusively for the Company and no one else in connection with the
Transactions and the matters set out in this announcement and will
not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the Transactions and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Deutsche Numis or
its affiliates, or for providing advice in relation to the
Transactions or any other matters referred to in this
announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting as Independent Financial
Advisor exclusively for Ascential and for no one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Ascential for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan, Deutsche Numis or Rothschild &
Co by FSMA or the regulatory regime established thereunder or under
the regulatory regime of any jurisdiction where the exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, J.P. Morgan, Deutsche Numis, Rothschild
& Co and any person affiliated with them assumes no
responsibility whatsoever for and makes no representation or
warranty express or implied, in relation to 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 and nothing contained in this announcement is, or
shall be, relied upon as a promise or representation in this
respect whether as to the past, present or future, in connection
with the Company, or the Transactions. J.P. Morgan, Deutsche Numis,
Rothschild & Co and their respective subsidiaries, branches and
affiliates accordingly disclaims to the fullest extent permitted by
law all and any duty, responsibility and liability whether arising
in tort, contract or otherwise (save as referred to above) which it
might otherwise be found to have in respect of this announcement or
any such statement or otherwise.
Neither the contents of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company, J.P.
Morgan, Deutsche Numis, Rothschild & Co or their respective
affiliates undertakes or is under any duty to update this
announcement or to correct any inaccuracies in any such information
which may become apparent or to provide you with any additional
information, other than any requirements that the Company may have
under applicable law or the Listing Rules, the Prospectus
Regulation Rules, the Disclosure Guidance and Transparency Rules or
the Market Abuse Regulation MAR (EU No. 596/2014) as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act
2018). To the fullest extent permissible by law, such persons
disclaim all and any responsibility or liability, whether arising
in tort, contract or otherwise, which they might otherwise have in
respect of this announcement. The information in this announcement
is subject to change without notice.
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END
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(END) Dow Jones Newswires
December 01, 2023 07:28 ET (12:28 GMT)
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