Last checked at 17 Apr 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Press release
17 April 2018
Informa PLC
Shareholder Approval for Offer
Informa plc's Offer for UBM plc approved by 99% of Shareholder vote
London: Informa PLC ("Informa" or the "Company"), the international B2B Exhibitions, Events, Business Intelligence and Academic Publishing Group, today announced that its Offer for UBM plc ("UBM") has been approved by both UBM and Informa shareholders.
The resolution to approve the Offer (the "Resolution") was passed at the Company's General Meeting held at 10.30 a.m. today.
As described in the Company's Offer Update on 10 April 2018, engagement with the Competition and Markets Authority in the UK is ongoing, and completion remains subject to the satisfaction or waiver of the Conditions set out in the Scheme Document. Informa and UBM remain confident that the Offer will complete by the end of the second quarter of 2018.
Stephen A. Carter, Group Chief Executive, said: "We are encouraged by the strong support from shareholders of both companies for this combination, which will create a leading, international B2B Information Services Group."
Shareholder vote
The table below shows the votes received for and against the Resolution, representing over 81 per cent. of the 824,005,051 ordinary shares in issue as at the date of the meeting.
Resolution | For1 | % | Against | % | Total cast | Votes withheld2 |
To approve the Offer
| 663,180,609 | 98.88 | 7,488,682 | 1.12 | 670,669,291 | 212,596 |
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 Any proxy appointments which gave discretion to the Chairman have been included in the "For" total
2 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 |
Centerview Partners (Lead financial advisor 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 / Daniel Diamond | +44(0) 20 7628 1000 |
Barclays (Sponsor, financial adviser and corporate broker to Informa) | |
Robert Mayhew / Nicola Tennent / Daniel Ross | +44 (0) 20 7623 2323 |
Rothschild (Financial adviser to the Board of Informa) | |
Warner Mandel | +44 (0) 20 7280 5128 |
Teneo Blue Rubicon (Corporate communications adviser to Informa) | |
Tim Burt / Zoe Watt | +44 (0) 20 7420 3141 |
IMPORTANT NOTICE
Terms used but not defined in this Announcement have the meaning set out in the circular sent to Informa shareholders on 14 March 2018.
Notices relating to financial advisers
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.
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, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting 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 board of Informa and no one else in connection with the matters referred to in this document 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.
Publication on a website
This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Informa's website at https://informa.com/investors/recommended-offer-for-ubm/ promptly and in any event by no later than 12 noon on 18 April 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Notes to editors
About Informa PLC
Informa operates at the heart of the Knowledge and Information Economy. It is one of the world's leading business intelligence, academic publishing, knowledge and events businesses.
With more than 7,500 colleagues globally, it has a presence in all major geographies, including North America, South America, Asia, Europe, the Middle East and Africa.
To learn more, please visit www.informa.com