Source - RNS
RNS Number : 1430M
Informa PLC
10 October 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, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Press Release

Informa PLC

Proposed £1.2bn acquisition of Penton Information Services approved by shareholders

US-based addition, funded by a fully-underwritten £715m Rights Issue, will create Portfolio Balance and Breadth, by further strengthening Global Exhibitions and Business Intelligence Divisions, expanding US presence and enhancing earnings

Informa ("Informa" or the "Company") is pleased to announce that the acquisition of Penton Information Services1, the leading independent US-based Exhibitions and Professional Information Services group, has been approved by its shareholders.

The resolution to approve the proposed acquisition (the "Resolution") was passed at the Company's General Meeting held at 10.30 a.m. today.

The table below shows the votes received for and against the Resolution, representing a total of 74.28 per cent. of the 648,941,249 ordinary Informa shares in issue as at the date of the meeting.

Resolution

For2

%

Against

%

Total cast

Votes withheld3

To approve the Acquisition

481,760,769

99.94

299,438

0.06

482,060,207

66,421

The Record Date for entitlements under the Rights Issue was the close of business on 6 October 2016.

Qualifying Non-CREST Informa Shareholders (subject to certain exceptions) will be sent a Provisional Allotment Letter in connection with the Company's Rights Issue today, and Qualifying CREST Informa Shareholders (subject to certain exceptions) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 11 October 2016.

Applications have been made to the UKLA for 162,235,312 Rights Issue Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the Rights Issue Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will become effective and dealings in Rights Issue Shares, nil paid, will commence at 8.00 a.m. on 11 October 2016.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 am on 25 October 2016. It is anticipated that the Acquisition will complete in November 2016.

 

A copy of the Resolution passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the Listing Rules and will be available for inspection at http://www.morningstar.co.uk/uk/nsm.

 

The voting figures will also shortly be available on the Company's website at www.informa.com.

                                                  

1 This refers to the legal entity entitled Penton Business Media Holdings, Inc

2  Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

3 A "vote withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" and "Against" the Resolution.

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 

 

IMPORTANT NOTICE

 

The defined terms set out in Part XVI of the prospectus published by Informa on 15 September 2016 (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. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue and this announcement cannot be relied upon for any investment contract or decision.

 

A copy of the Prospectus is 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 a 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.

 

 


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