Ascential
plc
Completion of Share
Consolidation
Further to the shareholder approval
granted at the General Meeting on 22 April 2024 in respect of the
Share Consolidation and the announcement made by Ascential on 8 May
2024 in respect of the ratio for the Share Consolidation, Ascential
announces that the Share Consolidation has today become
effective.
Admission of Ascential Shares to the
premium listing segment of the Official List of the FCA and to
trading on the LSE's Main Market for listed securities is due to
take place no later than 8:00 a.m. (U.K. time) today.
The ISIN for the Ascential Shares is
GB00BQFH6320.
As a result of the Share
Consolidation and in accordance with the requirements of the
Disclosure Guidance and Transparency Rules, Ascential's issued
share capital as at 8:00 a.m. (U.K. time) on 20 May 2024 will
consist of 206,214,090 Ascential Shares of 1.7 pence each. No
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 Ascential Shares as at
8:00 a.m. (U.K. time) on 20 May 2024 will be 206,214,090.
Additionally, as at 8:00 a.m. (U.K. time) on 20 May 2024, the
adjusted balance of Ascential's employee savings related share
option plans block listing will consist of 4,053,801 Ascential
Shares of 1.7 pence each (as adjusted proportionately to reflect
the Share Consolidation).
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.
The terms and salient dates and
times in relation to the Special Dividend and Share Consolidation
and other matters set out in the Circular and the announcement
published by Ascential on 4 April 2024 remain unchanged.
Shareholders are advised to read the Circular with care and in
full.
Share Buyback Programme
As set out in the Circular,
Ascential intends to return £100 million to Shareholders by way of
on-market share buyback programmes to be conducted under the
general buyback authorities granted at Ascential's annual general
meetings held on 18 May 2023 and 9 May 2024.
As announced on 4 April 2024,
Ascential entered into a non-discretionary agreement with Deutsche
Numis on 26 March 2024 in relation to the purchase by Deutsche
Numis, acting as principal, of shares in the capital of Ascential
for an aggregate purchase price of up to £100 million (the
"Buyback Programme") and
not exceeding 44,026,769 Old Ascential Shares (being the size of
the general buyback authority granted at Ascential's annual general
meeting held on 18 May 2023).
Ascential confirms that the maximum
number of Ascential Shares that may be purchased under the Buyback
Programme has been reduced to 25,898,099 Ascential Shares. This
reflects the application of the Share Consolidation ratio to the
Buyback Programme, such that it is reduced proportionately to the
new issued share capital of Ascential following the Share
Consolidation.
General authorities
At Ascential's annual general
meeting held on 9 May 2024, Shareholders granted general
authorities to allot Ascential Shares, disapply pre-emption rights
and make market purchases of Ascential Shares (the "General Authorities"). As stated in the
Circular, the Ascential Directors have reduced the General
Authorities proportionately to the new issued share capital of
Ascential following the Share Consolidation. Therefore, following
the Share Consolidation, the General Authorities shall be treated
as follows:
· References to "Ordinary Shares" shall be to Ascential's
ordinary shares with a nominal value of 1.7 pence each.
· The
authority to allot Ascential Shares granted under Resolution
13(a)(i) shall be up to an aggregate nominal value of £1,168,546
(representing 68,738,000 Ascential Shares).
· The
authority to allot Ascential Shares granted under Resolution
13(a)(ii) shall be up to an aggregate nominal value of £2,337,093
(representing 137,476,058 Ascential Shares).
· The
authority to disapply pre-emption rights granted under Resolution
15(b) shall be up to an aggregate nominal value of £350,563
(representing 20,621,352 Ascential Shares).
· The
authority to disapply pre-emption rights granted under Resolution
16(a) shall be up to an aggregate nominal value of £350,563
(representing 20,621,352 Ascential Shares).
· The
authority to make one or more market purchases (within the meaning
of section 693 of the Companies Act) under Resolution 17 shall be
up to a maximum aggregate number of 20,621,352 Ascential
Shares.
Contact Information
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Ascential plc
Philip Thomas
Mandy Gradden
Rory Elliott
|
Chief Executive Officer
Chief Financial Officer
Investor Relations
Director
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+44 (0)20 7046 1014
|
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Media enquiries
Matt Dixon
Jamie Ricketts
Edward Bridges
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FTI Consulting LLP
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+44 (0)20 3727 1000
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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.
DEFINITIONS
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"Ascential"
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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;
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"Ascential Directors"
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means the directors of Ascential as
at the date of this announcement;
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"Ascential Shares"
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means the Ascential Shares of 1.7
pence each in the capital of Ascential;
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"BofA Securities"
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means Merrill Lynch International of
2 King Edward Street, London, EC1A 1HQ, United Kingdom;
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"Circular"
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means the shareholder circular from
Ascential dated 4 April 2024;
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"Companies Act"
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means the Companies Act 2006 of the
U.K., as amended;
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"Deutsche Numis"
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means Numis Securities Limited of 45
Gresham Street, London, EC2V 7BF, United Kingdom;
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"Disclosure Guidance and Transparency Rules"
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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;
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"FCA"
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means the Financial Conduct
Authority in the U.K.;
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"Financial Advisers"
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means, BofA Securities, J.P. Morgan
Cazenove and Deutsche Numis;
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"General Meeting"
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means the general meeting of
Ascential held at 1:00 p.m. (U.K. time) on 22 April 2024 at 2nd
Floor, 81-87 High Holborn, London, WC1V 6DF;
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"J.P. Morgan Cazenove"
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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;
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"Old
Ascential Share"
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means the shares of 1 pence each in
the capital of Ascential, prior to the Share
Consolidation;
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"Official List"
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means the Official List of the
FCA;
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"PRA"
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means the Prudential Regulation
Authority;
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"Register"
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means the register of members of
Ascential;
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"Return of Value"
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means:
(i) the Tender
Offer;
(ii)
the Special Dividend; and
(iii) the
on-market share buyback programmes to acquire £100 million of
Ascential Shares;
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"Share Consolidation"
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means the consolidation and division
of Ascential's issued share capital to accompany the Special
Dividend, which applied a consolidation ratio of 10 Old Ascential
Shares with nominal value of 1.7 pence each for every 17 Ascential
Shares with nominal value of 1 pence each;
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"Shareholder"
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means a holder, for the time being,
of Ascential Shares on the Register;
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"Special Dividend"
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means the dividend of 128.6 pence
per Old 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;
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"Tender Form"
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the tender form issued with the
Circular to Qualifying Shareholders who hold their Ascential Shares
in certificated form;
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"Tender Offer"
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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; and
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"United Kingdom" or "U.K."
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means the United Kingdom of Great
Britain and Northern Ireland.
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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.
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 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. 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.