Last checked at 14 Mar 2018 13:00
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
14 March 2018
Recommended Offer
for
UBM plc ("UBM")
by
Informa PLC ("Informa")
Publication of Scheme Document
On 30 January 2018, UBM and Informa announced that they had reached agreement on the terms of a recommended cash and share offer to be made by Informa for the entire issued and to be issued share capital of UBM (the "Offer"). It is intended that the Offer will be effected by means of a scheme of arrangement (the "Scheme").
UBM is pleased to announce that the Scheme Document is being sent, or made available, to UBM Shareholders today. The Scheme Document sets out, amongst other things, a letter from the Chairman of UBM, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, an expected timetable of principal events and details of the action to be taken by UBM Shareholders.
UBM also notes that a prospectus relating to the New Informa Shares proposed to be issued in connection with the Offer is expected to be approved by the Financial Conduct Authority in the UK and published today on UBM's website at www.ubm.com.
As described in the Scheme Document, the Scheme will require the approval of UBM Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting, and then the approval of the Court.
The Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 11.00 a.m. and 11.15 a.m. respectively on 17 April 2018 at UBM plc, 240 Blackfriars Road, London SE1 8BF.
Subject to approval at the relevant meetings, the approval of the Offer and the issue and allotment of the New Informa Shares by Informa Shareholders, Court approval and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become effective in the second quarter of 2018.
The expected timetable of principal events is set out below.
Event | Time and/or date(1) |
Latest time for lodging Forms of Proxy for: (a) Court Meeting (BLUE) (b) General Meeting (YELLOW) |
By 11.00 a.m. on 15 April 2018(2) By 11.15 a.m. on 15 April 2018(3) |
Voting Record Time | 6.30 p.m. on 15 April 2018(4) |
Informa General meeting | 10.30 a.m. on 17 April 2018 |
Court Meeting | 11.00 a.m. on 17 April 2018 |
General Meeting | 11.15 a.m. on 17 April 2018(5) |
Ex-dividend date for the Final UBM Dividend | 19 April 2018 |
Record date for the Final UBM Dividend | 20 April 2018 |
Intended payment of the Final UBM Dividend | 24 May 2018 |
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which antitrust (and other) Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the Court sanctions the Scheme and the date on which the Scheme Court Order is delivered to the Registrar of Companies for registration. UBM will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on UBM's website at www.ubm.com. Further updates and changes to these times will, at UBM's discretion, be notified in the same way. | |
Scheme Court Sanction Hearing | a date expected to be in the second quarter of 2018 subject to regulatory clearance ("D")*(6)(7)(8) |
Suspension of listing and dealings in, and last day for registration of transfers of, UBM Shares | 5.00 p.m. on D* |
Election Return Time (being the latest time for receipt of Form of Election or Electronic Elections from CREST holders) | 6.00 p.m. on D* |
Scheme Record Time | 6.00 p.m. on D* |
Effective Date of Scheme | D+1(9)* |
New Informa Shares issued to UBM Shareholders | by 8.00 a.m. on D+2* |
Admission and commencement of dealings in the New Informa Shares on the London Stock Exchange | by 8.00 a.m. on D+2* |
Cancellation of listing of UBM Shares | by 8.00 a.m. on D+2* |
CREST accounts of UBM Shareholders credited with New Informa Shares | on or soon after 8.00 a.m. on D+2* but not later than 14 days of the Effective Date |
CREST accounts of UBM Shareholders credited with cash due under the Scheme and in relation to fractional entitlements | within 14 days of the Effective Date(10) |
Despatch of share certificates for New Informa Shares and cheques for cash due under the Scheme and in relation to fractional entitlements | within 14 days of the Effective Date(10) |
Long-Stop Date | 31 December 2018(11) |
Notes: | |
(1) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable) References to times are to London, United Kingdom and Jersey, Channel Islands time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service. Participants in the UBM Share Schemes will be written to separately to inform them of the effect of the Scheme on their rights under the UBM Share Schemes, including details of any appropriate proposals being made and dates and times relevant to them. | |
(2) The BLUE Form of Proxy for the Court Meeting may, alternatively, be handed to a representative of Equiniti or the Chairman of the Court Meeting before the start of the Court Meeting (or any adjournment thereof) and will be valid. However, if possible, UBM Shareholders are requested to lodge the BLUE Forms of Proxy at least 48 hours before the time appointed for the Court Meeting. | |
(3) The YELLOW Form of Proxy for the General Meeting must be lodged with Equiniti by no later than 11.15 a.m. on 15 April 2018 in order for it to be valid, or, if the General Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If the YELLOW Form of Proxy is not returned by such time, it will be invalid. | |
(4) If either UBM Meeting is adjourned, the Voting Record Time for the adjourned UBM Meeting will be 6.30 p.m. on the date which is two days before the date set for the adjourned UBM Meeting. | |
(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting. | |
(6) For the purposes of the Condition set out in paragraph 2(c) of Part III, the "expected date" shall be the earliest date following the satisfaction of the Conditions in paragraphs 2(a), 2(b), 3 and 4 (other than 4(a)) that the Court is available to hold the Scheme Court Sanction Hearing to consider the Scheme or, if earlier, the date which is 21 days after the satisfaction of the Conditions in paragraphs 2(a), 2(b), 3 and 4 (other than 4(a)). | |
(7) All Scheme Shareholders have the right to attend and be heard at the Scheme Court Sanction Hearing in person or through counsel to support or oppose the sanctioning of the Scheme by the Court. UBM will give adequate notice of the date of the Scheme Court Sanction Hearing, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on UBM's and Informa's websites at www.ubm.com and www.informa.com, respectively. | |
(8) If the Effective Date occurs after the record date for the Final Informa Dividend (expected to be 20 April 2018), the record time for the Special Dividend to be paid by UBM to UBM Shareholders is expected to be the same as the Scheme Record Time as set out in the expected timetable above. | |
(9) The Scheme Court Order approving the Scheme is expected to be delivered to the Registrar of Companies following the suspension of trading in UBM Shares, of dealings in UBM ADRs and the Scheme Record Time on "D", the Effective Date is then expected to be "D+1". The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this time. | |
(10) If the Special Dividend is payable by UBM to the UBM Shareholders (see note (8) above for further details), it is expected that the Special Dividend will be paid to a mandated bank account or by a despatch of cheques (as applicable) at the same time as the payment for the cash due under the Scheme and in relation to fractional entitlements and in any event within 14 days of the Effective Date. | |
(11) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as may be agreed in writing by Informa and UBM (with the Panel's consent and as the Court may approve (if required)). | |
* All dates by reference to "D+1" and "D+2" will be to the Business Day falling immediately after the date indicated. | |
The Scheme Document will be available on Informa's website at www.informa.com up to and including the end of the Offer.
For information purposes only, the Scheme Document will also be sent, or made available to, to holders of options over UBM shares and persons with information rights.
The Informa Prospectus will be available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations of, any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Offer would breach any applicable laws, on Informa's website at www.informa.com up to and including the date on which the New Informa Shares are issued to UBM Shareholders.
A copy of the Scheme Document and the Informa Prospectus will also be submitted to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Enquiries
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 | |
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 | |
Linklaters LLP and Ogier are retained as legal advisers to UBM.
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.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the acquisition.
This announcement has been prepared for the purpose of complying with Jersey law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
The Offer relates to shares of a Jersey company listed in the United Kingdom and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. However, if Informa were to elect to implement the Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including US tender offer rules, to the extent applicable.
Unless otherwise determined by Informa or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Offer to UBM Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The attention of any UBM Shareholder who is resident and/or domiciled in Australia is drawn to the fact that it is currently expected that any UBM Shareholder who is resident and/or domiciled in Australia will be treated as a Restricted Overseas Shareholder. It is intended that New Informa Shares due to Restricted Overseas Shareholders as part of the Consideration will be sold on their behalf and such Restricted Overseas Shareholders will receive the net proceeds of such sale.
Forward looking statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Informa Group, the UBM Group and the Enlarged Group, and certain plans and objectives of Informa with respect to the Enlarged Group.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Informa Group, the UBM Group and the Enlarged Group to market risks, statements as to accretion and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, return on average capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "aim", "anticipate", "assume", "believe", "budget", "could", "estimate", "expect", "forecast", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "scheduled", "seek", "should", "target", "will", "would" and similar terms and phrases. Although each of Informa and UBM believes that the expectations reflected in such forward-looking statements are reasonable, Informa and UBM can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Informa and/or UBM) because they relate to events and depend on circumstances that may or may not occur in the future.
There are a number of factors that could affect the future operations of the Informa Group, the UBM Group and/or the Enlarged Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability, disruption in business operations due to reorganisation activities, interest rate, inflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or combinations, the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Offer is implemented, the inability of the Informa Group to integrate successfully the UBM Group's operations and programmes when the Offer is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays, or difficulties relating to the Offer when the Offer is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Readers should specifically consider the factors identified in this announcement that could cause actual results to differ before taking any action in respect of the Offer.
Each forward-looking statement speaks only as of the date of this announcement. Neither Informa nor UBM, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. These cautionary statements qualify all of the forward-looking statements made in this announcement. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Takeover Code, the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither the Informa Group nor the UBM Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures - can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
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.