TIDMUBM TIDMINF
RNS Number : 5852R
UBM PLC
15 June 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
15 June 2018
Recommended Offer
for
UBM plc ("UBM")
by
Informa PLC ("Informa")
Completion of Recommended Offer
The Boards of Informa and UBM are pleased to announce that the
recommended offer by Informa for UBM (the "Offer") has now
completed in accordance with its terms and the entire issued share
capital of UBM is now owned by Informa. This follows the scheme of
arrangement (the "Scheme") by which the Offer has been implemented
becoming effective today, 15 June 2018, following the sanction of
the Scheme by the Jersey Court yesterday.
Admission of New Informa Shares and delisting of UBM
UBM Shareholders on the register of UBM at the Scheme Record
Time, being 6.00 p.m. on 14 June 2018, will receive 1.083 New
Informa Shares and 163 pence in cash subject to valid Mix and Match
Elections made pursuant to the Mix and Match Facility.
Applications have been made to the UK Listing Authority and the
London Stock Exchange in relation to:
(i) the admission of 427,536,794 New Informa Shares to listing
on the premium listing segment of the Official List and to trading
on the London Stock Exchange's main market for listed securities;
and
(ii) the cancellation of UBM's listing on the Official List and
trading on the London Stock Exchange,
each of which are expected to take place by 8.00 a.m. on 18 June
2018.
Results of the Mix and Match Facility
Valid Share Elections in respect of 282,283,002 UBM Shares,
representing approximately 71.519 per cent. of the aggregate number
of UBM Shares, and valid Cash Elections in respect of 17,252,537
UBM Shares, representing approximately 4.371 per cent. of the
aggregate number of UBM Shares, were made by UBM Shareholders.
The ability to vary the proportions of cash consideration and
New Informa Shares that UBM Shareholders receive in respect of
their holdings was subject to the elections by other UBM
Shareholders.
UBM Shareholders who made valid Share Elections have had such
elections scaled down on a pro rata basis by 71.0629063159419 per
cent. so that 28.9370936840581 per cent. of a valid Share Election
has been satisfied in full. In respect of the UBM Shares for which
a valid Share Election has been made and which has been satisfied,
UBM Shareholders will receive 1.31173982598933 New Informa Shares
per UBM Share. In respect of the UBM Shares for which a valid Share
Election has been made and which has not been satisfied due to the
scale down, UBM Shareholders will receive the default
consideration, which is 1.083 New Informa Shares and 163 pence in
cash, for each UBM Share.
UBM Shareholders who made valid Cash Elections have had such
elections satisfied in full. In respect of UBM Shares for which a
valid Cash Election has been made, UBM Shareholders will receive
934.7458 pence per UBM Scheme Share.
UBM Shareholders who did not make valid Mix and Match Elections
or have not participated in the Mix and Match Facility will receive
the default consideration, which is 1.083 New Informa Shares and
163 pence in cash, for each UBM Share.
Settlement of the Offer Consideration
For UBM Shareholders (other than Restricted Overseas
Shareholders) who held their UBM Shares in uncertificated form, New
Informa Shares will be credited to their CREST account as soon as
possible after 8.00 a.m. on 18 June 2018 (but not later than 14
days after this announcement). The ISIN number for the New Informa
Shares will be GB00BMJ6DW54 and the SEDOL number for the New
Informa Shares will be BMJ6DW5.
In the case of UBM Shareholders who held their UBM Shares in
uncertificated form, Informa shall procure that Euroclear is
instructed to create an assured payment obligation in favour of the
payment bank of the persons entitled thereto in accordance with the
CREST assured payment arrangements for the sums payable to them
respectively (including any amounts due in respect of New Informa
Shares not allotted to Restricted Overseas Shareholders and in
respect of fractional entitlements), provided that Informa reserves
the right to make payment of the said sums by cheque if, for
reasons outside its reasonable control, it is not able to effect
settlement within the CREST system in accordance with this
paragraph.
For UBM Shareholders (other than Restricted Overseas
Shareholders) who held their UBM Shares in certificated form, share
certificates representing the New Informa Shares and cheques for
cash due under the Scheme (including any proceeds from the sale of
fractional entitlements) will be despatched by post within 14 days
of this announcement.
In the case of UBM Shareholders who held their UBM Shares in
certificated form and who are either entitled to fractions of New
Informa Shares or are treated as Restricted Overseas Shareholders,
Informa shall procure the despatch to the persons entitled thereto
of cheques for the sums payable to them.
Special Dividend
In addition, UBM Shareholders on the register of UBM at the
Record Time for the Special Dividend, being 6.00 p.m. on 14 June
2018, will receive the Special Dividend by the crediting of
mandated bank accounts or the despatch of cheques within 14 days of
this announcement.
Board of Informa
Informa is pleased to announce that, effective from Admission
taking place, the Board of Informa will be as follows:
Derek Mapp (Non-Executive Chairman)
Greg Lock (Deputy Chairman)
Stephen A. Carter CBE (Chief Executive)
Gareth Wright (Group Finance Director)
Gareth Bullock (Senior Independent Non-Executive Director)
Mary McDowell (Non-Executive Director)
David Wei (Non-Executive Director)
Helen Owers (Non-Executive Director)
Cindy Rose (Non-Executive Director)
Stephen Davidson (Non-Executive Director)
David Flaschen (Non-Executive Director)
John Rishton (Non-Executive Director)
Terms used but not defined in this announcement have the
meanings given in the Scheme Document unless the context requires
otherwise.
Further information
Enquiries
UBM
Tim Cobbold, Chief Executive Officer +44 (0) 20 7921 5023
Marina Wyatt, Chief Financial Officer +44 (0) 20 7921 5023
Kate Postans, Head of Investor Relations & Corporate Communications +44 (0) 20 7921 5023
Credit Suisse (Financial adviser and corporate broker to
UBM)
Gillian Sheldon / John Hannaford / Joe Hannon / Kush Nanjee +44 (0) 20 7888 8888
J.P. Morgan Cazenove (Financial adviser and corporate broker to
UBM)
Hugo Baring / Dwayne Lysaght / Thomas White / Adam Laursen +44 (0) 20 7742 4000
Brunswick (Corporate communications adviser to UBM)
Caroline Daniel / Craig Breheny / Imran Jina +44 (0) 20 7404 5959
Informa
Stephen A. Carter, Chief Executive Officer +44 (0) 20 7017 5771
Gareth Wright, Group Finance Director +44 (0) 20 7017 7096
Richard Menzies-Gow, Director of Investor Relations, Corporate Communications & Brand +44 (0) 20 3377 3445
Centerview Partners (Lead financial adviser to Informa)
Robin Budenberg / Nick Reid / Edward Rowe +44 (0) 20 7409 9700
BofA Merrill Lynch (Financial adviser and corporate broker to
Informa)
Ed Peel / Geoff Iles +44 (0) 20 7628 1000
Barclays (Sponsor, financial adviser and corporate broker to
Informa)
Robert Mayhew / Daniel Ross +44 (0) 20 7623 2323
Rothschild (Financial adviser to the Informa Board)
Warner Mandel +44 (0) 20 7280 5128
Teneo Blue Rubicon (Corporate communications adviser to
Informa)
Tim Burt / Zoe Watt +44 (0) 20 7260 2700
Important Notices
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively for UBM
and no one else in connection with the matters set out in this
announcement and will not be responsible to any person other than
UBM for providing the protections afforded to clients of Credit
Suisse, nor for providing advice in relation to the content of this
announcement or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this announcement, any statement contained herein
or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is
acting as financial adviser exclusively for UBM and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than UBM for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, or for providing
advice in relation to any matter referred to herein.
Centerview Partners UK LLP ("Centerview Partners"), which is
authorised and regulated by the FCA, is acting exclusively for
Informa and no one else in connection with the matters referred to
in this announcement. Centerview Partners is not and will not be
responsible to anyone other than Informa for providing the
protections afforded to its clients or for providing advice in
connection with the contents of this announcement or any matter
referred to in this announcement.
Merrill Lynch International ("BofA Merrill Lynch"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Informa and no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than Informa for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Barclays Bank PLC ("Barclays"), which is authorised by the PRA
and regulated in the United Kingdom by the PRA and the FCA, is
acting as exclusively for Informa and no one else in connection
with the Offer and will not be responsible to anyone other than
Informa for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the Offer or any
other matter referred to in this announcement.
N.M. Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to the Informa Board and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Informa for providing
the protections afforded to its clients or for providing advice in
connection with the contents of this document or any matter
referred to herein.
Restricted Jurisdictions
This announcement has been prepared in accordance with English
and Jersey law, the Takeover Code, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England and Jersey.
Copies of any formal documentation relating to the Offer have
not been, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction.
Persons who are not resident in the United Kingdom or Jersey
should inform themselves of, and observe, any applicable
requirements.
The New Informa Shares may not be offered, sold or delivered,
directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any
Restricted Overseas Persons except pursuant to an applicable
exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
Additional information for US investors
US holders of UBM Shares and UBM ADR Holders should note that
the Offer relates to the securities of a Jersey company with a
listing on the London Stock Exchange and is implemented pursuant to
a scheme of arrangement provided for under Jersey company law. An
offer effected by means of a scheme of arrangement is not subject
to the tender offer rules or the proxy solicitation rules under the
US Exchange Act. Accordingly, the Offer will be subject to Jersey
and UK procedural and disclosure requirements and practices
applicable to a scheme of arrangement involving a target company in
Jersey listed on the London Stock Exchange, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in other
documentation related to the Offer has been or will have been
prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US.
The New Informa Shares to be issued pursuant to the Offer have
not been registered under the US Securities Act or under any laws
or with any securities regulatory authority of any state, district
or other jurisdiction, of the United States, and may only be
offered or sold in the United States in reliance on an exemption
from registration requirements of the US Securities Act including
in the case of the proposed scheme of arrangement, Section 3(a)(10)
thereunder. Holders of UBM Shares who will be affiliates of Informa
after the Effective Date will be subject to certain US transfer
restrictions relating to the New Informa Shares received pursuant
to the Scheme.
The receipt of New Informa Shares and/or cash pursuant to the
Offer by a US holder of UBM Shares may be a taxable transaction for
US federal income tax purposes and under applicable state and
local, as well as foreign and other tax laws. Each holder of UBM
Shares is urged to consult their independent professional advisor
immediately regarding the tax consequences of acceptance of the
Offer.
Neither the SEC nor any US state securities commission has
approved or disapproved of the New Informa Shares to be issued in
connection with the Offer, or determined if this announcement is
accurate or complete. Any representation to the contrary is a
criminal offence in the United States.
It may be difficult for US holders of UBM Shares and UBM ADR
Holders to enforce their rights and claims arising out of the US
federal securities laws, since Informa and UBM are located in
countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders of UBM Shares and UBM ADR Holders may not
be able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgement.
Note to UBM ADR Holders
As set out in the Scheme Document, the New Informa Shares and
cash consideration offered pursuant to the Scheme will not be
received directly by holders of UBM ADRs, but holders of UBM ADRs
will have the same entitlement to New Informa Shares and cash
consideration. Such New Informa Shares and cash consideration will
be received by the UBM ADR Depositary as nominee for and on behalf
of the UBM ADR Holders.
It is expected that cancellation of UBM Shares will take effect
at, or shortly after, 8.00 a.m. on the first Business Day after the
date of this announcement. At that time, the Scheme Shares held by
the UBM ADR Depositary in respect of the UBM ADRs will be cancelled
and the UBM ADR programme terminated based on prior instructions by
UBM to the UBM ADR Depositary. The cash consideration for, and the
New Informa Shares to be issued in respect of, such Scheme Shares
will be delivered to the UBM ADR Depositary, as a Scheme
Shareholder, within 14 days after the date of this announcement.
The UBM ADR Depositary will then promptly: (i) call for surrender
of the UBM ADRs and terminate the UBM ADR programme; (ii) sell the
New Informa Shares it receives pursuant to the Scheme as agent for
and on behalf of UBM ADR Holders; (iii) convert the cash
consideration and the proceeds of the sale of the New Informa
Shares into US dollars in accordance with the UBM Deposit
Agreement; and (iv) distribute the cash consideration and the
proceeds of the sale of the New Informa Shares (net of applicable
fees, expenses, taxes and governmental charges) to holders of UBM
ADRs upon surrender of their UBM ADRs, in accordance with the terms
of the UBM Deposit Agreement.
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on UBM's and Informa's websites at www.ubm.com and
www.informa.com respectively by no later than 12 noon (London time)
on the business day after the date of this announcement. For the
avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPGGUAAQUPRGGA
(END) Dow Jones Newswires
June 15, 2018 10:20 ET (14:20 GMT)
UBM (LSE:UBM)
Historical Stock Chart
From Nov 2024 to Dec 2024
UBM (LSE:UBM)
Historical Stock Chart
From Dec 2023 to Dec 2024
