Ascential Regulatory News (ASCL)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

1 December 2023

ASCENTIAL PLC

PUBLICATION OF CLASS 1 CIRCULAR AND NOTICE OF GENERAL MEETING

Further to the announcement on 30 October 2023 by Ascential plc ("Ascential" or the "Company") regarding the proposed disposals of the Company's digital commerce business ("Digital Commerce") to Omnicom Group Inc. (the "Digital Commerce Sale"), and its product design business ("WGSN") to Wind UK Bidco 3 Limited (the "WGSN Sale" and, together with the Digital Commerce Sale, the "Transactions"), the Company is pleased to announce that a shareholder circular relating to the Transactions has been approved by the Financial Conduct Authority and will shortly be sent to the Company's shareholders (other than those who have elected for notification by electronic communication).

Each of the Digital Commerce Sale and the WGSN Sale qualifies as a "Class 1" transaction for the Company under the Listing Rules and accordingly, each of the Digital Commerce Sale and the WGSN Sale is conditional upon, amongst other things, the approval of the Company's shareholders at a general meeting of the Company. Accordingly, the Circular contains a notice convening a general meeting of the Company which is to be held at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY on 18 December 2023 at 10.00am (the "General Meeting"), at which the resolutions contained in the notice of meeting will be proposed to the Company's shareholders to approve the Transactions (the "Resolutions").

The Board considers the Transactions (and the Resolutions necessary to implement the Transactions) to be in the best interests of the Company and its shareholders as a whole and unanimously recommends that shareholders vote in favour of the Resolutions at the General Meeting.

A copy of the Circular will be submitted to the National Storage Mechanism where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Circular will be made available for inspection on the Company's website at www.ascential.com.

Enquiries:

IMPORTANT NOTICES

This announcement is not intended to, and does not constitute or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction. Ascential shareholders are advised to carefully read the Circular once it has been published. Any voting decision in respect of the Transactions should be made only on the basis of the information in the Circular.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA. J.P. Morgan is acting Lead Financial Adviser, Joint Sponsor and Joint Corporate Broker exclusively for the Company and no one else in connection with the Transactions and the matters set out in this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Transactions and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to the Transactions or any other matters referred to in this announcement.

Numis Securities Limited (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis") is authorised and regulated in the United Kingdom by the FCA. Deutsche Numis is acting as acting Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker exclusively for the Company and no one else in connection with the Transactions and the matters set out in this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Transactions and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Numis or its affiliates, or for providing advice in relation to the Transactions or any other matters referred to in this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Independent Financial Advisor exclusively for Ascential and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Ascential for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan, Deutsche Numis or Rothschild & Co by FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, J.P. Morgan, Deutsche Numis, Rothschild & Co and any person affiliated with them assumes no responsibility whatsoever for and makes no representation or warranty express or implied, in relation to 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 and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with the Company, or the Transactions. J.P. Morgan, Deutsche Numis, Rothschild & Co and their respective subsidiaries, branches and affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.

Neither the contents of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement contains "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, J.P. Morgan, Deutsche Numis, Rothschild & Co or their respective affiliates undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law or the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules or the Market Abuse Regulation MAR (EU No. 596/2014) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.