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Share Name Share Symbol Market Type Share ISIN Share Description
UBM LSE:UBM London Ordinary Share JE00BD9WR069 ORD 11.25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 1,080.00p 1,074.00p 1,076.00p - - - 0 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Media 1,002.9 191.7 35.1 30.8 4,253.78

UBM PLC Potential combination of UBM plc with Informa plc

16/01/2018 4:41pm

UK Regulatory (RNS & others)


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RNS Number : 0534C

UBM PLC

16 January 2018

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 SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

16 January 2018

Statement regarding potential combination of UBM plc ("UBM") with Informa plc ("Informa")

Further to the recent UBM share price movement, the Boards of UBM and Informa confirm that they are in discussions regarding a potential combination of the two companies, to be effected by way of an acquisition of the entire issued and to be issued share capital of UBM by Informa for shares and cash consideration (the "Potential Combination").

UBM and Informa are in preliminary discussions about the details of the Potential Combination, which is subject to a number of standard conditions.

There can be no certainty that any firm offer will be made or as to the terms on which any offer might be made. Informa reserves the right to introduce other forms of consideration and / or vary the mix or composition of consideration of any offer. Shareholders will be kept updated as appropriate.

In accordance with Rule 2.6(a) of the Code, Informa will have until 5.00pm on 13 February 2018, being 28 days after today's date, to either announce a firm intention to make an offer for UBM in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

The person responsible for arranging for the release of this announcement on behalf of UBM is Mark Peters, Group Company Secretary.

Contacts:

 
                                          +44(0) 20 7921 
 UBM plc                                   5023 
---------------------------------------  --------------- 
 Tim Cobbold, Chief Executive 
  Officer 
  Marina Wyatt, Chief Finance 
  Director 
  Kate Postans, Head of Investor 
  Relations & Corporate Communications 
---------------------------------------  --------------- 
 
 
 Credit Suisse (Joint financial 
  adviser and corporate broker       +44(0) 20 7888 
  to UBM)                             8888 
----------------------------------  --------------- 
 Gillian Sheldon / John Hannaford 
  / Joe Hannon 
----------------------------------  --------------- 
 
 
 J.P. Morgan Cazenove (Joint 
  financial adviser and corporate    +44(0) 20 7742 
  broker to UBM)                      4000 
----------------------------------  --------------- 
 Hugo Baring / Dwayne Lysaght 
  / Thomas White / Adam Laursen 
----------------------------------  --------------- 
 
 
 Brunswick Group (Corporate         +44(0) 20 7404 
  communications adviser to UBM)     5959 
---------------------------------  --------------- 
 Caroline Daniel / Craig Breheny 
  / Imran Jina 
---------------------------------  --------------- 
 
 
 Informa plc 
------------------------------------  ----------------- 
 Stephen A. Carter, Chief Executive    +44 (0) 20 7017 
  Officer                               5771 
  Gareth Wright, Group Finance          +44 (0) 20 7017 
  Director                              7096 
  Richard Menzies-Gow, Director         +44 (0) 20 3377 
  of Investor Relations                 3445 
------------------------------------  ----------------- 
 
 
 Centerview Partners (Lead financial    +44 (0)20 7409 
  adviser to Informa)                    9700 
-------------------------------------  --------------- 
 Robin Budenberg / Nick Reid 
  / Edward Rowe 
-------------------------------------  --------------- 
 
 
 Bank of America Merrill Lynch 
  (Financial adviser and corporate    +44(0)20 7628 
  broker to Informa)                   1000 
-----------------------------------  -------------- 
 Ed Peel / Geoff Iles / Daniel 
  Diamond 
-----------------------------------  -------------- 
 
 
 Barclays (Financial adviser          +44 (0)20 7623 
  and corporate broker to Informa)     2323 
-----------------------------------  --------------- 
 Robert Mayhew / Matthew Smith 
  / Nicola Tennent 
-----------------------------------  --------------- 
 
 
 Teneo Blue Rubicon (Corporate          +44(0) 20 3757 
  communications adviser to Informa)     9256 
-------------------------------------  --------------- 
 Tim Burt 
-------------------------------------  --------------- 
 

NOTES TO EDITORS

About UBM

UBM is the largest pure-play B2B Events organiser in the world.

In an increasingly digital world, the value of connecting on a meaningful, human level has never been more important. At UBM, our deep knowledge and passion for the industry sectors we serve allow us to create valuable experiences where people can succeed. At our events people build relationships, close deals and grow their businesses.

Our 3,750+ people, based in more than 20 countries, serve more than 50 different industry sectors - from fashion to pharmaceutical ingredients. Our global networks, skilled, passionate people and market-leading events provide exciting opportunities for business people to achieve their ambitions.

About Informa

Informa operates at the heart of the Knowledge and Information Economy. It is one of the world's leading B2B Events, Business Intelligence, and Upper Level Academic Publishing 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, UBM confirms that, as of the date of the announcement, it has in issue 394,088,752 ordinary shares of 11 1/4 pence each. The International Securities Identification Number ("ISIN") of the ordinary shares is JE00BD9WR069.

In accordance with Rule 2.9 of the Code, Informa confirms that, as of the date of the announcement, it has in issue 824,005,051 ordinary shares of 0.1 pence each. The International Securities Identification Number ("ISIN") of the ordinary shares is GB00BMJ6DW54.

Informa has an American Depositary Receipts ("ADR") programme sponsored and administered by BNY Mellon. 1 ADR represents 2 ordinary shares of Informa. The ADRs are traded on the over-the-counter Pink Marketplace. The trading symbol for the ADRs is IFJPY and the ISIN is US45672B3050.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement 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.

Disclosure requirements of 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(s), 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 must be made can be found in the Disclosure Table on the Takeover Panel's website at 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published subject to certain restrictions relating to persons resident in restricted jurisdictions on the UBM website (www.UBM.com) and the Informa website (www.Informa.com) by no later than midday London time on the business day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional information

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 Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint 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.

Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA, is acting as joint financial adviser to 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.

BofA Merrill Lynch, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority 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 as joint financial adviser exclusively for Informa and no one else in connection with the Potential Combination 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 Potential Combination or any other matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Informa securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFDBLGDBXXBBGIL

(END) Dow Jones Newswires

January 16, 2018 11:41 ET (16:41 GMT)

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