Ascential
plc
Completion of Tender Offer
and Total Voting Rights
Ascential confirms that the Tender
Offer, the results of which were announced on 8 May 2024, completed
on 10 May 2024.
Under the terms of the Tender Offer
Agreement, BofA Securities purchased 95,238,033 Existing Ascential
Shares at the Strike Price of 315 pence per Existing Ascential
Share. On 10 May 2024, these Existing Ascential Shares were
subsequently acquired by Ascential from BofA Securities under the
terms of the Tender Offer Agreement at a price of 315 pence per
Existing Ascential Share and cancelled.
It is anticipated that the proceeds
payable to Qualifying Shareholders who hold uncertificated Existing
Ascential Shares will be credited to their CREST accounts on 15 May
2024, and that the proceeds payable to Qualifying Shareholders for
certificated Existing Ascential Shares purchased under the Tender
Offer will be despatched as a cheque on 17 May 2024.
Following completion of the Tender
Offer and the cancellation of 95,238,033 Existing Ascential Shares,
and in accordance with the Disclosure Guidance and Transparency
Rules, Ascential's issued share capital consists of 350,563,948
Existing Ascential Shares, all of which carry voting rights. No
Existing Ascential Shares are held by Ascential as treasury shares
within the meaning of section 724 of the Companies Act. Therefore,
the total number of voting rights attaching to Existing Ascential
Shares is 350,563,948.
350,563,948 may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
change their interest in, Existing Ascential Shares under the
Disclosure Guidance and Transparency Rules.
Shareholders are reminded that, as
announced on 8 May 2024, Ascential will shortly carry out the Share
Consolidation, whereby all Existing Ascential Shares held by
Shareholders on the Register as at 6:00 p.m. (U.K. time) on 17 May
2024 will be consolidated into a certain number of New Ascential
Shares. The Share Consolidation will apply 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. Furthermore, Ascential intends to issue 5 Existing Ascential
Shares to one of Ascential's employee benefit trusts in order to
ensure that a whole number of New Ascential Shares is created
following the implementation of the Share Consolidation (the
"Balancing Shares").
Dealings in the Existing Ascential Shares and Balancing Shares will
continue until 4:30 p.m. (U.K. time) on 17 May 2024 and Admission
of the New Ascential Shares will become effective and dealings for
normal settlement will commence at 8:00 a.m. (U.K. time) on 20 May
2024. From 8:00 a.m. (U.K. time) on 20 May 2024, 206,214,090
may be used by Shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or change their interest in, Ascential Shares under
the Disclosure Guidance and Transparency Rules.
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
"Admission"
|
means admission of the New Ascential
Shares to the premium listing segment of the Official List and to
trading on the LSE's main market for listed securities;
|
"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;
|
"Companies Act"
|
means the Companies Act 2006 of the
U.K., as amended;
|
"CREST"
|
means the U.K.-based system for the
paperless settlement of trades in listed securities, of which
Euroclear is the operator in accordance with the Uncertificated
Securities Regulations 2001 (SI 2001/3755);
|
"Deutsche Numis"
|
means Numis Securities Limited of 45
Gresham Street, London, EC2V 7BF, United Kingdom;
|
"Disclosure Guidance and Transparency Rules"
|
means the disclosure guidance and
transparency rules made by the FCA under Part VI of FSMA (as set
out in the FCA's Handbook of Rules and Guidance), as
amended;
|
"Euroclear"
|
means Euroclear U.K. &
International Limited, the operator of CREST;
|
"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;
|
"FSMA"
|
means the Financial Services and
Markets Act 2000, as amended;
|
"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;
|
"LSE"
|
means the securities exchange
operated by London Stock Exchange plc under the FSMA;
|
"New
Ascential Shares"
|
means the Ascential Shares of 1.7
pence each in the capital of Ascential, following the Share
Consolidation;
|
"Official List"
|
means the Official List of the
FCA;
|
"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
purchased 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.