Ascential plc
Unconditional Tender Offer
Ascential today announces that the Tender Offer, the results of which were announced on 8 May 2024, is now unconditional.
As set out in the Circular, BofA Securities will purchase 95,238,033 Existing Ascential Shares that have been successfully tendered by Qualifying Shareholders under the Tender Offer. These Existing Ascential Shares will subsequently be purchased by Ascential from BofA Securities under the terms of the Tender Offer Agreement and cancelled.
Under the Tender Offer Agreement, Ascential has granted a put option to BofA Securities which, on exercise by BofA Securities, obliges Ascential to purchase from BofA Securities, at the Strike Price, the Existing Ascential Shares purchased by BofA Securities pursuant to the Tender Offer. Also under the Tender Offer Agreement, BofA Securities has granted Ascential a call option which, on exercise by Ascential, obliges BofA Securities to sell to Ascential, at the Strike Price, the Existing Ascential Shares purchased by BofA Securities pursuant to the Tender Offer.
A further announcement will be made on completion of the Tender Offer.
Contact Information
| Ascential plc Philip Thomas Mandy Gradden Rory Elliott |
Chief Executive Officer Chief Financial Officer Investor Relations Director |
+44 (0)20 7516 5000 |
| Media enquiries Matt Dixon Jamie Ricketts Edward Bridges |
FTI Consulting LLP |
+44 (0)20 3727 1000 |
Advisers
BofA Securities, Deutsche Numis and J.P. Morgan Cazenove are acting as joint financial advisers to Ascential in connection with the Return of Value.
Slaughter and May is acting as legal adviser to Ascential.
About Ascential Plc
Ascential takes the world's leading brands to the heart of what's next for their industries. We do this through our events, intelligence products and advisory services. Our 700 people serve a global customer base from more than 100 countries in the large and growing Marketing and Financial Technology sectors. Ascential plc is listed on the London Stock Exchange (LON: ASCL).
Further information regarding Ascential is available on Ascential's website at https://www.ascential.com/about-us.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE RESTRICTED JURISDICTIONS.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
DEFINITIONS
| "Ascential" | means Ascential plc, a public limited company incorporated in England and Wales with registered number 09934451, whose registered office is 2nd Floor, 81-87 High Holborn, London, WC1V 6DF; |
| "Ascential Shares" | means at any time prior to the Share Consolidation, the Existing Ascential Shares; and at any time after the Share Consolidation, the New Ascential Shares; |
| "BofA Securities" | means Merrill Lynch International of 2 King Edward Street, London, EC1A 1HQ, United Kingdom; |
| "Circular" | means the shareholder circular from Ascential dated 4 April 2024; |
| "Deutsche Numis" | means Numis Securities Limited of 45 Gresham Street, London, EC2V 7BF, United Kingdom; |
| "Existing Ascential Shares" | means the Ascential Shares of 1 pence each in the capital of Ascential, prior to the Share Consolidation; |
| "FCA" | means the Financial Conduct Authority in the U.K.; |
| "Financial Advisers" | means, BofA Securities, J.P. Morgan Cazenove and Deutsche Numis; |
| "J.P. Morgan Cazenove" | means J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) of 25 Bank Street, Canary Wharf, London E14 5JP; |
| "New Ascential Shares" | means the Ascential Shares of 1.7 pence each in the capital of Ascential, following the Share Consolidation; |
| "PRA" | means the Prudential Regulation Authority; |
| "Qualifying Shareholders" | means Shareholders other than those with a registered address in any of the Restricted Jurisdictions; |
| "Register" | means the register of members of Ascential; |
| "Restricted Jurisdiction" | means Australia, Canada, New Zealand, Kuwait, United Arab Emirates, Israel, Oman and any country, region or territory which is the subject of any comprehensive Sanctions (including, in each case and without limitation, Cuba, Iran, North Korea, Syria, Russia, the Crimea Region of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic); |
| "Return of Value" | means: (i) the Tender Offer; (ii) the Special Dividend; and (iii) the on-market share buyback programmes to acquire £100 million of Ascential Shares; |
| "Sanctions" | means any sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury of the U.S. Department of State, and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; |
| "Share Consolidation" | means the consolidation and division of Ascential's issued share capital to accompany the Special Dividend, applying a consolidation ratio of 10 New Ascential Shares with nominal value of 1.7 pence each for every 17 Existing Ascential Shares with nominal value of 1 pence each; |
| "Shareholder" | means a holder, for the time being, of Ascential Shares on the Register; |
| "Special Dividend" | means the dividend of 128.6 pence per Existing Ascential Share amounting to a total of approximately £450 million to be paid on 3 June 2024 to Shareholders on the Register as at 6:00pm (U.K. time) on 17 May 2024; |
| "Strike Price" | means 315 pence per Existing Ascential Share, being the per share price at which BofA Securities will purchase Existing Ascential Shares pursuant to the Tender Offer, as determined in accordance with the provisions set out in the Circular; |
| "Tender Form" | the tender form issued with the Circular to Qualifying Shareholders who hold their Ascential Shares in certificated form; |
| "Tender Offer" | means the invitation by BofA Securities to Shareholders to tender Ascential Shares for purchase by BofA Securities on the terms and subject to the conditions set out in the Circular and also, in the case of certificated Ascential Shares only, the Tender Form; |
| "Tender Offer Agreement" | means the tender offer agreement between Ascential and BofA Securities; |
| "United Kingdom" or "U.K." | means the United Kingdom of Great Britain and Northern Ireland; and |
| "United States" or "U.S." | means the United States of America, its territories and possessions, any state of the United States of America and all other areas subject to its jurisdiction. |
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Ascential Shares or other securities.
The full terms and conditions of the Tender Offer are set out in the Circular, which shareholders are advised to read in full.
Each of BofA Securities and J.P. Morgan Cazenove is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. Deutsche Numis is authorised and regulated in the United Kingdom by the FCA. Each of the Financial Advisers is acting exclusively for Ascential and no one else in connection with the Return of Value. None of the Financial Advisers will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Tender Offer or any other matters referred to in this announcement and will not be responsible to anyone other than Ascential for providing the protections afforded to their respective clients or for the giving of advice in relation to any transaction, matter, or arrangement referred to in this announcement.
Save for the responsibilities, if any, which may be imposed on each of the Financial Advisers under FSMA or the regulatory regime established thereunder, none of the Financial Advisers nor any of their respective affiliates, subsidiaries or branches accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Ascential and/or the Tender Offer. Each of the Financial Advisers and each of their respective affiliates, subsidiaries and branches accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by any of the Financial Advisers or any of their respective affiliates, subsidiaries or branches as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.
Each of the Financial Advisers and their respective affiliates, subsidiaries and branches may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with Ascential and its affiliates for which they would have received customary fees and commissions. Each of the Financial Advisers and their respective affiliates, subsidiaries and branches may provide such services to Ascential and its affiliates in the future. In the ordinary course of their various business activities, the Financial Advisers and their respective affiliates, subsidiaries and branches may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in Ascential and its respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.
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