TIDMINF
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 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 GBP1.18 billion Acquisition of Penton Information
Services and the fully underwritten Rights Issue to raise gross
proceeds of approximately GBP715 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 +44 (0) 20 7017 5771
Gareth Wright, Group Finance Director +44 (0) 20 7017 7096
Richard Menzies-Gow, Director of Investor Relations +44 (0) 20 3377 3445
Teneo Strategy
Tim Burt / Ben Foster +44 (0) 20 7240 2486
Samantha Cohen +1 (212) 886 9356
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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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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