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UBM PLC   -  UBM   

Completion of Recommended Offer

Released 15:20 15-Jun-2018

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.
 
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Completion of Recommended Offer - RNS