Ascential
plc
Proposed Return of Value of
£850 million to Shareholders
On 21 March 2024, Ascential plc
("Ascential") announced
that it intended to return £850m to Shareholders
through:
· a
tender offer to acquire up to £300 million of Ascential Shares (the
"Tender Offer");
· a
special dividend of at least £450 million (the "Special Dividend"); and
· on-market share buyback programmes to acquire £100 million of
Ascential Shares (the "Share
Buyback")
(together, the "Return of Value").
Ascential is today, pleased to
announce further details in respect of the Return of Value and to
confirm that it has published a shareholder circular (the
"Circular") in connection
with the Tender Offer and a consolidation and division of
Ascential's issued share capital to accompany the Special Dividend
(the "Share
Consolidation").
Resolutions in respect of the Tender
Offer and Share Consolidation will be put to Shareholders at a
general meeting to be held at 1:00 p.m. (U.K. time) on 22 April
2024 at 2nd Floor, 81-87 High Holborn, London, WC1V 6DF (the
"General Meeting"). The
Ascential Board had originally intended to include these
Resolutions at Ascential's annual general meeting on 9 May 2024,
but has decided instead to put them to a separate and earlier
general meeting to enable an acceleration of the Return of
Value.
Tender Offer Highlights
· The Tender Offer would return up to £300 million to
Shareholders by acquiring up to 95,238,095 Ascential Shares
(representing up to approximately 21 per cent. of the issued share
capital of Ascential as at the Latest Practicable Date) at a price
of between 315 pence per share and 331 pence per share.
·
The Tender Offer price range
represents:
o a
premium of 4.7 per cent. to 10.0 per cent. to the closing price of
301 pence per Ascential Share on 20 March 2024 (being the latest
practicable date prior to the release of Ascential's unaudited
results for the year ended 31 December 2023); and
o a
premium of 3.6 per cent. to 8.9 per cent. to the closing price of
304 pence per Ascential Share on 2 April 2024 (being the latest
practicable date prior to the release of this announcement) (the
"Closing
Price").
The price for the Tender Offer will
be set by way of a "Dutch auction". Therefore, Ascential Shares may
be tendered at one of the specified prices within the range of 315
pence per share to 331 pence per share. All successfully tendered
Ascential Shares will be acquired at a single price (the
"Strike Price"), as set out
in the Circular. A summary of key terms is included in this
announcement.
Alternatively, Ascential Shares may
be tendered at whatever price is ultimately determined under the
terms of the Tender Offer to be the Strike Price (referred to as a
"Strike Price Tender"),
without selecting one of the specified prices.
The Tender Offer is conditional on,
amongst other things, the approval of Shareholders, which will be
sought at the General Meeting. The Ascential Directors have
committed to vote in favour of the Resolutions at the General
Meeting and not to participate in the Tender Offer in respect of
their individual holdings of Ascential Shares.
The Tender Offer will open on 5
April 2024 and will close at 1:00 p.m. (U.K. time) on 3 May 2024,
unless such dates are altered by means of an announcement through a
Regulatory Information Service.
The Strike Price in pence per
Ascential Share to be paid to Qualifying Shareholders who have
successfully tendered their Ascential Shares will be announced
promptly once it has been determined, which is expected to be on 8
May 2024.
The Tender Offer consideration is
expected to be despatched to Qualifying Shareholders who have
successfully tendered their Ascential Shares in mid-May
2024.
The Ascential Board decided to
include the Tender Offer as part of the Return of Value, and the
level of premium stated above, following careful consideration and
significant consultation with Shareholders. The Ascential Board
concluded that the Tender Offer would form an appropriate component
of the Return of Value, offering an important element of choice and
taking account of the current composition of the
Register.
The Circular contains the full terms
and conditions of the Tender Offer and instructions to Qualifying
Shareholders on how to tender their Ascential Shares should they
wish to do so. A summary of the key terms is included later in this
announcement.
Benefits of the Tender
Offer
The benefits of the Tender Offer are
that:
· it is
available to all Qualifying Shareholders regardless of the size of
their holdings;
· Qualifying Shareholders have a choice as to whether they
participate in the Tender Offer or not, such that:
o it
provides Qualifying Shareholders who wish to reduce their holdings
of Ascential Shares with an opportunity to do so at a market-driven
price with the possibility of a modest premium; and
o Qualifying Shareholders who wish to retain their current
investment in Ascential Shares are not required to participate in
the Tender Offer.
The Tender Offer will reduce the
number of Ascential Shares in issue, and so should, assuming
earnings stay the same, have a positive impact on the Ascential
Group's earnings per share as Ascential intends to cancel all of
the Ascential Shares acquired in connection with the Tender
Offer.
Special Dividend
The Ascential Board currently
intends to return at least £450 million to Shareholders in the form
of the Special Dividend. If the Tender Offer is undersubscribed or
does not take place, such that the full £300 million is not
returned through the Tender Offer, the Ascential Board currently
intends to increase the size of the Special Dividend accordingly
such that the value returned to Shareholders by way of the Tender
Offer and the Special Dividend is £750 million in
aggregate.
The Ascential Board has chosen a
Special Dividend as a method of returning the major proportion of
the proceeds of the sales of Digital Commerce and WGSN (the
"Sales") to Shareholders
because it can be executed efficiently and provides a fixed return
that is not impacted by unrelated market movements.
The Ascential Board intends to
notify Shareholders of the final amount to be returned by the
Special Dividend, including the value of the Special Dividend per
Ascential share on 8 May 2024, with the Special Dividend currently
expected to be paid to Shareholders on the Register as at 6:00 p.m.
(U.K. time) on 17 May 2024. Shareholder approval is not required
for the declaration of the Special Dividend, although the Ascential
Board does not intend to declare the Special Dividend unless
Shareholders approve the Share Consolidation. The Special Dividend
is currently expected to be paid to Shareholders on 3 June
2024.
Please note that, unless the
counterparties specifically agree otherwise, a buyer of Ascential
Shares ahead of the date on which Ascential Shares are marked
ex-Special Dividend on the LSE (currently expected to be 8:00 a.m.
(U.K. time) on 20 May 2024) will assume the benefit to the Special
Dividend and the seller would need to pass the benefit to the
buyer, even if the seller is the recorded owner at the record date
for the Special Dividend (currently expected to be 6:00 p.m. (U.K.
time) on 17 May 2024).
Share Consolidation
The Ascential Board recommends that
the Special Dividend is combined with an associated Share
Consolidation, which is proposed to become effective on 20 May 2024
(following the Tender Offer Closing Date and the expected
declaration of the Special Dividend). It is expected that Admission
and dealings in the New Ascential Shares will commence at 8:00 a.m.
(U.K. time) on 20 May 2024 (or as soon as practicable thereafter).
The Share Consolidation is subject to Shareholder approval at the
General Meeting and each Ascential Director has committed to vote
in favour of the Resolutions.
The Share Consolidation is intended,
so far as possible, to maintain the comparability of Ascential's
share price and per-share metrics before and after Special Dividend
to reflect the value that will be returned to Shareholders. The
effect of the Share Consolidation will be to reduce the number of
Ascential Shares in issue by approximately the same proportion of
the market capitalisation as is proposed to be returned via the
Special Dividend. It is anticipated, therefore, that the market
price of each Ascential Share is intended to remain at a broadly
similar level following the Special Dividend and the Share
Consolidation, subject to normal market conditions. As all Existing
Ascential Shares will be consolidated, Shareholders will hold the
same proportion of Ascential's issued share capital before and
after the Share Consolidation.
The consolidation ratio cannot be
set at this time as it will depend on various matters, including
the level of take-up under the Tender Offer, the final quantum of
the expected Special Dividend and the future price of an Ascential
Share at the time of the expected Special Dividend. Therefore, it
is proposed that the consolidation ratio would be set by the
Ascential Directors (or any duly appointed committee thereof)
shortly following the Tender Offer Closing Date. The Ascential
Board intends to notify Shareholders of the consolidation ratio via
a Regulatory Information Service on 8 May 2024.
Share Buyback
Pursuant to the authority granted at
the annual general meeting of Ascential held on 18 May 2023 (the
"Authority") and further to
the announcement made on 21 March 2024, Ascential announces that it
has entered into a non-discretionary agreement with Numis
Securities Limited ("Deutsche
Numis") in relation to the purchase by Deutsche Numis,
acting as principal, of Ascential Shares for an aggregate purchase
price of up to £100 million and not exceeding 44,026,769 Ascential
Shares, representing approximately 9.88 per cent. of its current
issued ordinary share capital (the "Buyback Programme").
As announced on 21 March 2024,
Ascential will commence the Buyback Programme following the
conclusion of the Tender Offer and Special Dividend.
Any purchase of Ascential Shares
done in relation to this announcement will be carried out on the
London Stock Exchange and will be effected within certain pre-set
parameters.
The aggregate number of Ascential
Shares acquired by Ascential pursuant to the Buyback Programme
shall not exceed the maximum number of Ascential Shares which
Ascential is authorised to purchase pursuant to the Authority. The
Programme will be executed in accordance with (and subject to the
limits prescribed by) the Authority and will be conducted within
the parameters prescribed by the Market Abuse Regulation 596/2014
and the Commission Delegated Regulation (EU) 2016/1052 (both as
incorporated into UK domestic law by the European Union
(Withdrawal) Act 2018), and Chapter 12 of the Financial Conduct
Authority's Listing Rules.
Ascential will announce any market
repurchase of shares no later than 7:30 a.m. (U.K. time) on the
Business Day following the calendar day on which the repurchase
occurred. The purpose of the Buyback Programme is to reduce the
share capital of Ascential. All Ascential Shares purchased will be
cancelled.
The total number of Ascential Shares
with voting rights in Ascential on 2 April 2024 was
445,698,644.
Circular
The Circular, containing the full
terms and conditions of the Tender Offer and instructions to
Qualifying Shareholders on how to tender their Ascential Shares
should they wish to do so, and convening the General Meeting, has
been sent to shareholders today.
The Circular will also be available
on Ascential's website at https://www.ascential.com/investors/shareholders/gm.
Copies of the Circular will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This summary should be read in
conjunction with the full text of the announcement and the
Circular.
This announcement includes inside
information as defined in Article 7 of the Market Abuse Regulation
No. 596/2014 and is being released on behalf of Ascential by Naomi
Howden, Company Secretary.
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
JP 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.
Proposed return of up to
£300,000,000 to Shareholders by way of Tender Offer for up to
95,238,095 Ascential Shares and Proposed Share
Consolidation
Ascential announces the proposed
return of up to £300 million to its Shareholders by way of a tender
offer by acquiring up to 95,238,095 Ascential Shares at a price of
between 315 pence per share and 331 pence per share.
The Circular contains the full terms
and conditions of the Tender Offer and instructions to Qualifying
Shareholders on how to tender their Ascential Shares should they
wish to do so, and convening the General Meeting, will be
despatched to shareholders today. The Circular is also available on
Ascential's website at
https://www.ascential.com/investors/shareholders/gm.
1. BACKGROUND TO AND BENEFITS OF
THE TENDER OFFER
Why is Ascential pursuing the Tender Offer?
The Ascential Board is proposing a
return of the proceeds of the Sales to Shareholders of up to £300
million in the form of the Tender Offer. Following careful
consideration and significant consultation with its Shareholders,
the Ascential Board concluded that a Tender Offer would form an
appropriate component of the Return of Value, offering an important
element of choice and taking account of the current composition of
the Register.
The benefits of the Tender Offer are
that:
(A) it is
available to all Qualifying Shareholders regardless of the size of
their holdings;
(B) Qualifying
Shareholders have a choice as to whether they participate in the
Tender Offer or not, such
that:
(i) it provides Qualifying
Shareholders who wish to reduce their holdings of Ascential Shares
with an opportunity to do so at a market-driven price with the
possibility of a modest premium; and
(ii) Qualifying Shareholders
who wish to retain their current investment in Ascential Shares are
not required to participate in the Tender Offer.
The Tender Offer will reduce the
number of Ascential Shares in issue, and so should, assuming
earnings stay the same, have a positive impact on the Ascential
Group's earnings per share (as Ascential intends to cancel all of
the Ascential Shares acquired in connection with the Tender
Offer).
Overview of the Tender Offer
It is proposed that up to 95,238,095
Ascential Shares (representing approximately 21 per cent. of the
issued share capital of Ascential as at the Latest Practicable
Date) be purchased under the Tender Offer, for a maximum aggregate
cash consideration of up to £300 million.
All Qualifying Shareholders who are
on the Register at 6:00 p.m. (U.K. time) on 3 May 2024 are
entitled, but not required, to tender some or all of their
Ascential Shares for purchase by BofA Securities, acting as
principal, at a price (or prices) within the permitted range of
pence per Ascential Share prices set out in the
Circular.
Subject to satisfaction of the
conditions to the Tender Offer, Ascential Shares which are
successfully tendered under the Tender Offer will be purchased at a
single price per Ascential Share (referred to as the "Strike Price"), which will be
determined at the end of the Tender Offer period in accordance with
the mechanism summarised below and set out in more detail in the
Circular.
The Tender Offer is to be effected
by BofA Securities (acting as principal and not as agent, nominee
or trustee) purchasing Ascential Shares from Shareholders. BofA
Securities, in turn, has the right to require Ascential to purchase
from it, and can be required by Ascential to sell to it, such
Ascential Shares at the Strike Price under a tender offer agreement
(the "Tender Offer
Agreement"), details of which are set out in the Circular.
All Ascential Shares purchased by Ascential from BofA Securities
pursuant to the Tender Offer Agreement will be
cancelled.
Full details of the Tender Offer,
including the terms and conditions on which it is made, are set out
in the Circular, which shareholders are advised to read in
full.
Pricing of the Tender Offer
The price at which Ascential Shares
will be purchased will be set in a manner that ensures that as much
of the £300 million as possible is returned to Shareholders, and
that as many Ascential Shares as possible are acquired, up to a
limit of 95,238,095 Ascential Shares (which represents
approximately 21 per cent. of the issued share capital of Ascential
at the Latest Practicable Date), at the lowest possible Strike
Price.
Qualifying Shareholders will be able
to select the price at which they wish to tender their Ascential
Shares for purchase within a range of prices from 315 pence to 331
pence per Ascential Share.
If the Tender Offer is
oversubscribed, then the Strike Price will be set at the lowest
price at which the maximum number of 95,238,095 Ascential Shares
can be acquired.
The Strike Price in pounds and pence
per Ascential Share will not be known until after the Tender Offer
has closed for acceptances. That is because determination of the
Strike Price depends on the total number of Ascential Shares
tendered by Qualifying Shareholders, and the prices at which
Qualifying Shareholders are prepared to tender their Ascential
Shares. Ascential will announce the Strike Price to be paid to
successfully participating Qualifying Shareholders as soon as this
has been determined, which is expected to be on 8 May 2024,
together with the results of the Tender Offer.
Additional information about the
pricing structure and terms of the Tender Offer is set out in the
Circular.
Options available to Shareholders in respect of the Tender
Offer
Qualifying Shareholders are not
obliged to tender any Ascential Shares if they do not wish to do
so. If no action is taken by Qualifying Shareholders, there will be
no change to the number of Ascential Shares that they hold and they
will receive no cash as a result of the Tender Offer.
Qualifying Shareholders who wish to
participate in the Tender Offer can tender their Ascential Shares
in the following ways:
(A) submit a tender to sell
some or all of their Ascential Shares at whatever price is
ultimately determined under the terms of the Tender Offer to be the
Strike Price (referred to as a "Strike Price Tender"), without
selecting one of the specified prices within the Price Range;
or
(B) submit a tender to sell
some or all of their Ascential Shares at one of the following
specified prices within the Price Range:
(i) 315 pence (the
"Minimum Price"),
representing a premium of 3.6 per cent. to the closing price of
Ascential Shares as at the Latest Practicable Date (the
"Closing
Price");
(ii) 319 pence, being an
amount equal to the Minimum Price plus 4 pence (i.e. equivalent to
a premium of 4.9 per cent. to the Closing Price);
(iii) 323 pence, being an
amount equal to the Minimum Price plus 8 pence (i.e. equivalent to
a premium of 6.3 per cent. to the Closing Price);
(iv) 327 pence, being an
amount equal to the Minimum Price plus 12 pence (i.e. equivalent to
a premium of 7.6 per cent. to the Closing Price);
(v) 331 pence, being an
amount equal to the Minimum Price plus 16 pence (i.e. equivalent to
a premium of 8.9 per cent. to the Closing Price) (the "Maximum Price"),
(the prices in (i) to (v) being the "Price Range");
or
(C) submit a tender at more
than one of the specified prices within the Price Range (which
could include a Strike Price Tender).
The total number of Ascential Shares
tendered by any Qualifying Shareholder must not exceed the total
number of Ascential Shares registered in the name of that
Qualifying Shareholder at the Tender Offer Record Date. For
example, a Qualifying Shareholder may decide to tender 50 per cent.
of their Ascential Shares at the Maximum Price and 50 per cent. as
a Strike Price Tender, but a tender purporting to offer for sale
100 per cent. of a Qualifying Shareholder's Ascential Shares at the
Maximum Price and 100 per cent. as a Strike Price Tender would be
invalid.
Once made, any tender of Ascential
Shares will be irrevocable.
Any tender other than a Strike Price
Tender must be made at one of the specified prices within the Price
Range, as indicated on the Tender Form (in the case of certificated
Ascential Shares) and as explained in the Circular (in the case of
uncertificated Ascential Shares).
The Tender Offer will open on 5
April 2024 (unless such date is altered) and tenders must not be
submitted before that date. The Tender Offer will close at 1:00
p.m. (U.K. time) on 3 May 2024 and tenders received after that time
will not be accepted (unless the Tender Offer Closing Date is
extended). Individuals who hold their shares in the SIP or via
Shareworks should refer to the separate communication being made to
them for information on how to participate in the Tender Offer and
the relevant timetable for participating in the Tender
Offer.
Shareholders should note that the
Tender Offer is conditional on, among other things, Shareholder
approval of Resolution 1 at the General Meeting.
Price which Shareholders will receive in respect of Ascential
Shares they successfully tender
A single price per Ascential Share,
known as the Strike Price, will be paid in respect of all Ascential
Shares purchased by BofA Securities pursuant to the Tender Offer.
The Strike Price will be set after the Tender Offer Closing Date,
once all of the tenders have been reviewed and the prices in pence
per Ascential Share to which the specified prices in the Price
Range correspond have been calculated.
The Strike Price will be:
(A) the lowest price per
Ascential Share in the Price Range which would, taking into account
all valid tenders at or below that price and all valid Strike Price
Tenders, allow BofA Securities to purchase the greatest number of
Ascential Shares (whether or not such number equals, exceeds or is
less than 95,238,095 Ascential Shares) to be purchased for a total
cost equal to at least £300 million;
(B) if the aggregate value at
the highest price of any valid tender of all Ascential Shares
validly tendered by Shareholders is less than £300 million, the
highest price at which any valid tender is made; or
(C) if no valid tenders are
received other than Strike Price Tenders (being tenders to sell at
whatever the Strike Price is determined to be), the Minimum
Price,
and acceptance of tenders will then
be subject, where applicable, to the scaling-down arrangements
summarised below and set out in the Circular.
Number of Ascential Shares that will be purchased pursuant to
the Tender Offer
All Shareholders who tender
Ascential Shares at a price below or at the Strike Price or as
Strike Price Tenders will receive the Strike Price for all
successful tenders accepted subject, where applicable, to the
scaling-down arrangements described in the Circular. Accordingly,
where scaling-down applies there is no guarantee that all of the
Ascential Shares which are tendered by Qualifying Shareholders
below or at the Strike Price or as Strike Price Tenders will be
accepted for purchase. Any tenders which are at a price that
exceeds the Strike Price will be rejected.
If the aggregate value of the
Ascential Shares validly tendered by Shareholders at a price below
or at the Strike Price (or as Strike Price Tenders) is higher than
£300 million (the "Value
Limit"), a detailed mechanism will be applied in order to
scale down acceptances of validly tendered Ascential Shares and to
determine whether and the extent to which individual tenders are
accepted.
By way of summary:
(A) where the Value Limit is
not exceeded, all Ascential Shares validly tendered at or below the
Strike Price (including as Strike Price Tenders) will be accepted
and tendered at the Strike Price; and
(B) where the Value Limit is
exceeded, tenders are scaled down so that their aggregate value is
below the Value Limit and, in doing that, priority is given to
Ascential Shares tendered below the Strike Price or as a Strike
Price Tender, with alternative arrangements applying where the
Strike Price is at the Minimum Price.
The scaling-down arrangements are
set out in full in the Circular.
Guaranteed Entitlement
If the Tender Offer is
over-subscribed by value and the Strike Price is determined to be
the Minimum Price, tenders in respect of up to approximately 21 per
cent. of each holding of Ascential Shares of every Qualifying
Shareholder on the Tender Offer Record Date will be accepted in
full at the Minimum Price and will not be scaled down further,
provided that such Ascential Shares are validly tendered as Strike
Price Tenders or at the Minimum Price. This percentage is known as
the "Guaranteed
Entitlement". The Guaranteed Entitlement arrangements are
set out in full in the Circular.
Circumstances in which the Tender Offer may not
proceed
There is no guarantee that the
Tender Offer will take place. The Tender Offer is subject to
Shareholder approval of Resolution 1 at the General Meeting. The
Tender Offer is also conditional on the other matters specified in
the Circular, including:
(A) receipt of valid tenders
in respect of at least 4,456,987 Ascential Shares (representing
approximately one per cent. of the issued share capital of
Ascential as at the Latest Practicable Date) by 1:00 p.m. (U.K.
time) on the Tender Offer Closing Date and there continuing to be
valid tenders in respect of at least such number of Ascential
Shares;
(B) the Tender Offer not
having been terminated in accordance with its terms and Ascential
having confirmed to BofA Securities that it will not exercise its
right to require BofA Securities not to proceed with the Tender
Offer.
The Ascential Board has reserved the
right, at any time prior to the Tender Offer becoming
unconditional, to require BofA Securities not to proceed with the
Tender Offer if the Ascential Board concludes that the
implementation of the Tender Offer is no longer in the best
interests of Ascential and/or Shareholders as a whole. The
Ascential Board has also reserved the right, at any time prior to
the announcement of the results of the Tender Offer, with the prior
consent of BofA Securities, to revise the aggregate value of the
Tender Offer, or to extend the period during which the Tender Offer
is open, based on market conditions and/or other factors, subject
to compliance with applicable legal and regulatory
requirements.
If the Tender Offer does not occur,
the Ascential Group will have on its balance sheet the £300 million
of cash that is proposed to be returned. In such circumstances, the
Ascential Board currently intends to increase the size of the
Special Dividend accordingly such that the value returned to
Shareholders by the Special Dividend is £750 million.
Results of Tender Offer announcement and Unconditional
Date
As set out in the expected timetable
below, it is expected that the Strike Price and the results of the
Tender Offer will be announced on 8 May 2024. Following that
announcement, the Tender Offer will still be subject to the
remaining Conditions described in the Circular. At such time as the
Tender Offer becomes unconditional, which is expected to be on 10
May 2024, Ascential will make an announcement to that effect
through a Regulatory Information Service. Settlement is then
expected to take place as set out in the timetable
below.
Full terms and conditions of the Tender
Offer
Full details of the Tender Offer,
including the terms and conditions on which it is made, are set out
in the Circular.
2. SPECIAL
DIVIDEND
The Ascential Board currently
intends to return at least £450 million to Shareholders in the form
of the Special Dividend. If the Tender Offer is undersubscribed or
does not take place, such that the full £300 million is not
returned through the Tender Offer, the Ascential Board currently
intends to increase the size of the Special Dividend accordingly
such that the value returned to Shareholders by way of the Tender
Offer and the Special Dividend is £750 million in
aggregate.
The Ascential Board has chosen a
Special Dividend as a method of returning the major proportion of
the proceeds of the Sales to Shareholders because it can be
executed efficiently and provides a fixed return that is not
impacted by unrelated market movements.
The Ascential Board intends to
notify Shareholders of the final amount to be returned by the
Special Dividend, including the value of the Special Dividend per
Ascential share, via a Regulatory Information Service on 8 May
2024, with the Special Dividend currently expected to be paid to
Shareholders on the Register as at 6:00 p.m. (U.K. time) on 17 May
2024. Shareholder approval is not required for the declaration of
the Special Dividend, although the Ascential Board does not intend
to declare the Special Dividend unless Shareholders approve the
Share Consolidation. The Special Dividend is currently expected to
be paid to Shareholders on 3 June 2024.
3. SHARE
CONSOLIDATION
The Ascential Board recommends that
the Special Dividend is combined with an associated Share
Consolidation, which is proposed to become effective on 20 May 2024
(following the Tender Offer Closing Date and the expected
declaration of the Special Dividend). It is expected that Admission
and dealings in the New Ascential Shares will commence at 8:00 a.m.
(U.K. time) on 20 May 2024 (or as soon as practicable
thereafter).
The Share Consolidation is intended,
so far as possible, to maintain the comparability of Ascential's
share price and per-share metrics before and after Special Dividend
to reflect the value that will be returned to Shareholders. The
Special Dividend is likely to represent a significant proportion of
Ascential's market capitalisation at the time of its declaration.
As is common when an amount representing a large proportion of the
market capitalisation of a company is returned to shareholders, the
Ascential Board recommends that the Special Dividend is combined
with an associated share consolidation. The effect of the Share
Consolidation will be to reduce the number of Ascential Shares
outstanding by approximately the same proportion. It is
anticipated, therefore, that the market price of each Ascential
Share would remain at a broadly similar level following the Special
Dividend and the Share Consolidation, subject to normal market
movements.
The consolidation ratio cannot be
set at this time as it will depend on various matters, including
the level of take-up under the Tender Offer, the final quantum of
the expected Special Dividend and the future price of an Ascential
Share at the time of any proposed Special Dividend. Therefore, as
proposed in Resolution 2 to be passed at the General Meeting, the
consolidation ratio would be set by the Ascential Directors (or any
duly appointed committee thereof) shortly following the Tender
Offer Closing Date. The Ascential Board intends to notify
Shareholders of the consolidation ratio via a Regulatory
Information Service on 8 May 2024. The consolidation ratio would be
expected to be calculated by dividing: (i) Ascential's expected
market capitalisation at the record date for the Special Dividend
less the quantum of the Special Dividend; by (ii) Ascential's
expected market capitalisation at the record date for the Special
Dividend, subject to such amendments as the Ascential Directors (or
duly appointed committee thereof) may determine to deal with
fractions, rounding or other practical problems or matters which
may result from such division and/or to achieve a ratio which in
their judgment is the most appropriate to seek to maintain
comparability of Ascential's share price and/or earnings per share
before and after the Special Dividend.
As all Existing Ascential Shares
will be consolidated, Shareholders will still hold the same
proportion of Ascential's issued share capital as before the Share
Consolidation (subject to any fractional entitlements, which will
be dealt with in accordance with the process described in the
Circular. Although the New Ascential Shares will have a different
nominal value, they will be traded on the LSE in the same way as
the Existing Ascential Shares and will carry equivalent rights
under the Articles to the Existing Ascential Shares.
The Share Consolidation is subject
to Shareholder approval of Resolution 2 at the General
Meeting.
4. EXPECTED
TIMETABLE
The times and dates set out in the timetable below and
throughout this announcement and the Circular that fall after the
date of publication of this announcement and Circular are
indicative only, subject to Shareholder approval and based on
Ascential's current expectations and may be subject to change
without further notice, in which event details of the new times and
dates will be notified to Shareholders by announcement through a
Regulatory Information Service.
|
Event
|
Time and date(1)
(4)
|
|
Publication of the Circular
(including the Notice of General Meeting), and posting of Forms of
Proxy and Tender Form
|
4 April
2024
|
|
Tender Offer opens
|
5 April
2024
|
|
Latest time and date for receipt of
Forms of Proxy and CREST electronic proxy appointment instructions
for the General Meeting
|
1:00 p.m.
on 18 April 2024
|
|
Voting Record Time for determining
entitlement to attend and vote at the General Meeting
(2)
|
6:30 p.m.
on 18 April 2024
|
|
General Meeting
|
1:00 p.m.
on 22 April 2024
|
|
Announcement of the results of the
General Meeting
|
22 April
2024
(after the General Meeting)
|
|
Latest time and date for receipt of
Tender Forms and share certificates or other documents of title for
tendered certificated Ascential Shares (i.e. close of the Tender
Offer)
|
1:00 p.m.
on 3 May 2024
|
|
Latest time and date for settlement
of TTE Instructions for tendered uncertificated Ascential Shares
(i.e. close of the Tender Offer)
|
1:00 p.m.
on 3 May 2024
|
|
Tender Offer Record Date
|
6:00 p.m.
on 3 May 2024
|
|
Announcement of the Strike Price,
the results of the Tender Offer, the Special Dividend rate and the
Share Consolidation ratio
|
8 May
2024
|
|
Unconditional Date for the Tender
Offer and purchase of Ascential Shares under the Tender
Offer
|
10 May
2024
|
|
CREST accounts credited with
unsuccessfully tendered uncertificated Ascential Shares
|
Not later
than 10 May 2024
|
|
CREST accounts credited in respect
of Tender Offer proceeds for uncertificated Ascential
Shares
|
15 May
2024
|
|
Despatch of cheques in respect of
Tender Offer proceeds for certificated Ascential Shares
|
17 May
2024
|
|
Return of share certificates in
respect of unsuccessful tenders of certificated Ascential
Shares
|
17 May
2024
|
|
Despatch of balance share
certificates in respect of unsold Ascential Shares in certificated
form
|
17 May
2024
|
|
Latest time for dealings in Existing
Ascential Shares on the LSE (3)
|
4:30 p.m.
on 17 May 2024
|
|
Record time and date for
Shareholders for entitlement to the Special Dividend and for the
Share Consolidation (3)
|
6:00 p.m.
on 17 May 2024
|
|
Effective date for the Share
Consolidation (3)
|
20 May
2024
|
|
Ascential Shares marked ex-Special
Dividend on the LSE (3)
|
8:00 a.m.
on 20 May 2024
|
|
Commencement of dealings in New
Ascential Shares on the LSE (after the Share Consolidation)
(3)
|
8:00 a.m.
on 20 May 2024
|
|
CREST accounts credited with New
Ascential Shares (after the Share Consolidation)
(3)
|
On or soon
after 8:00 a.m. on 20 May 2024
|
|
Despatch of share certificates in
respect of New Ascential Shares by the U.K. Registrar
(3)
|
As soon as
practicable after 20 May 2024 and no later than 3 June
2024
|
|
Despatch of cheques in respect of
fractional entitlements and crediting of CREST in respect of
fractional entitlements (3)
|
3 June
2024
|
|
Payment of the Special Dividend to
Shareholders (by CREST payment, bank account transfer or by cheque)
(3)
|
3 June
2024
|
Notes
(1) All references to time in this
timetable are to U.K. time.
(2) If the General Meeting is
adjourned for any reason, the Voting Record Time for the adjourned
meeting will be 48 hours (excluding non-Business Days) before the
time set for the adjourned meeting.
(3) All dates are subject to the
declaration of the Special Dividend by the Ascential Board. The
Ascential Board currently expects to notify Shareholders of the
final amount to be returned by the Special Dividend (including the
value of the Special Dividend per Ascential share) and the Share
Consolidation ratio, together with confirmation of their respective
timetables, via a Regulatory Information Service on 8 May
2024.
(4) Individuals who hold their
shares in the SIP or via Shareworks should also refer to the
separate communication being made to them for information on the
relevant timetable for participating in the Tender
Offer.
5. DIVIDENDS
Following the Sales and the Return
of Value, Ascential intends to return to the policy of paying an
annual dividend.
6. GENERAL
MEETING
The Tender Offer is subject to
Shareholder approval of Resolution 1 at the General Meeting.
Resolution 1, which is a special resolution, seeks authority to
make market purchases of Ascential Shares in connection with the
Tender Offer. The Resolution specifies the maximum number of
Ascential Shares which may be acquired, and the minimum price and
maximum price at which Ascential Shares may be acquired, pursuant
to this authority. The authority sought will expire on 31 December
2024.
The Share Consolidation is subject
to Shareholder approval of Resolution 2 at the General Meeting.
Resolution 2, which is an ordinary resolution, seeks approval of
the Share Consolidation and proposes that the consolidation ratio
would be set by the Ascential Directors (or duly appointed
committee thereof) shortly following the Tender Offer Closing
Date.
7. FINANCIAL
ADVICE
The Ascential Board has received
financial advice from BofA Securities, Deutsche Numis and J.P.
Morgan Cazenove in relation to the Return of Value. In providing
their financial advice, BofA Securities, Deutsche Numis and J.P.
Morgan Cazenove have relied upon the Ascential Board's commercial
assessments of the Return of Value.
8.
RECOMMENDATION
In the opinion of the Ascential
Board, the Tender Offer, Special Dividend, Share Consolidation and
the passing of the Resolutions to be considered at the General
Meeting are in the best interests of Shareholders as a
whole.
Accordingly, the Ascential Board
unanimously recommends that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting, as each
Ascential Director intends to do in respect of their own beneficial
holdings of Ascential Shares on which they are able to vote,
amounting in aggregate to 1,025,156, representing approximately 0.2
per cent. of the issued share capital of Ascential as at the Latest
Practicable Date.
The Ascential Board makes no
recommendation to shareholders in relation to participation in the
Tender Offer itself. Whether or not shareholders decide to tender
all or any of their Ascential Shares will depend on, among other
things, their view of Ascential's prospects and their own
individual circumstances, including their tax position.
Shareholders need to take their own decision and are recommended to
consult their duly authorised independent advisers.
9. DIRECTORS'
INTENTIONS
Each of the Ascential Directors has
confirmed that he or she does not intend to tender through the
Tender Offer any of his or her current individual beneficial
holding of Ascential Shares.
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;
|
|
"Articles"
|
means the articles of association of
Ascential in force as of the date of the Circular;
|
|
"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 Board"
|
means the board of Ascential
Directors or any duly authorised committee of that board, from time
to time;
|
|
"Ascential Directors"
|
means the directors of Ascential as
at the date of the Circular, whose names are set out in Section 1
of Part I (Letter from the
Chairman) of the Circular;
|
|
"Ascential Group"
|
means Ascential together with its
subsidiaries and subsidiary undertakings;
|
|
"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;
|
|
"Business Day"
|
means a day (other than a Saturday
or Sunday) on which banks are open for general business in London,
U.K.;
|
|
"Circular"
|
means the shareholder circular from
Ascential dated 4 April 2024;
|
|
"Companies Act"
|
means the Companies Act 2006 of the
U.K., as amended;
|
|
"Conditions"
|
has the meaning given in Section 2.1
of Part II (Details of the Tender
Offer) of the Circular;
|
|
"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);
|
|
"CREST Manual"
|
means the rules governing the
operation of CREST as published by Euroclear;
|
|
"Deutsche Numis"
|
means Numis Securities Limited of 45
Gresham Street, London, EC2V 7BF, United Kingdom;
|
|
"Digital Commerce"
|
means (i) Flywheel Digital Holdings
Limited, a Cayman Island corporation and (ii) Flywheel Digital LLC,
a Maryland limited liability company, together with their
subsidiaries and subsidiary undertakings from time to
time;
|
|
"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 £0.01
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;
|
|
"Form of Proxy"
|
means the form of proxy for use at
the General Meeting, which accompanies the Circular;
|
|
"FSMA"
|
means the Financial Services and
Markets Act 2000, as amended;
|
|
"General Meeting"
|
means the general meeting of
Ascential proposed to be held at 1:00 p.m. (U.K. time) on 22 April
2024 at 2nd Floor, 81-87 High Holborn, London, WC1V 6DF as
described in the Notice of General Meeting;
|
|
"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;
|
|
"Latest Practicable Date"
|
means 2 April 2024, being the latest
practicable date prior to publication of the Circular;
|
|
"LSE"
|
means the securities exchange
operated by London Stock Exchange plc under the FSMA;
|
|
"Market Abuse Regulation" or "MAR"
|
means Regulation (EU) No 596/2014 of
the European Parliament and of the Council of 16 April 2014 on
market abuse (Market Abuse Regulation) and repealing Directive
2003/6/EC of the European Parliament and of the Council and
Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and
the delegated acts, implementing acts and technical standards
thereunder, as such legislation forms part of retained EU law as
defined in the EU (Withdrawal) Act 2018;
|
|
"Maximum Price"
|
means 331 pence per Ascential
Share;
|
|
"Minimum Price"
|
means 315 pence per Ascential
Share;
|
|
"New
Ascential Shares"
|
means the shares in the capital of
Ascential following the Share Consolidation;
|
|
"Notice of General Meeting"
|
means the notice of General Meeting
which is set out at the end of the Circular;
|
|
"Official List"
|
means the Official List of the
FCA;
|
|
"Overseas Shareholder"
|
means a Shareholder who is resident
in, or a citizen of, a jurisdiction outside the United
Kingdom;
|
|
"PRA"
|
means the Prudential Regulation
Authority;
|
|
"Prospectus Regulation Rules"
|
means the prospectus rules made
under Part VI of FSMA, as amended from time to time;
|
|
"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;
|
|
"Registrar" or "Equiniti"
|
means Equiniti Limited;
|
|
"Regulatory Information
Service"
|
means one of the regulatory
information services authorised by the FCA to receive, process and
disseminate regulatory information from listed
companies;
|
|
"Resolutions"
|
means, collectively, the resolutions
set out in the Notice of General Meeting;
|
|
"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);
|
|
"Sanction"
|
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;
|
|
"Shareholder"
|
means a holder, for the time being,
of Ascential Shares on the Register;
|
|
"SIP"
|
means the Ascential Employee Share
Incentive Plan, as amended from time to time;
|
|
"Strike Price"
|
means the per share price at which
BofA Securities will purchase Ascential Shares pursuant to the
Tender Offer, which will be determined in accordance with the
provisions set out in the Circular and which in any event shall not
exceed the Maximum Price;
|
|
"Strike Price Tender"
|
means a tender of Ascential Shares
at the Strike Price rather than at a specific price within the
Price Range
|
|
"subsidiary"
|
means a subsidiary as that term is
defined in section 1159 of the Companies Act;
|
|
"subsidiary undertaking"
|
means a subsidiary undertaking as
that term is defined in section 1162 of the Companies
Act;
|
|
"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 Closing Date"
|
means 3 May 2024 or such other date
as may be determined in accordance with Section 2.24 of Part II
(Details of the Tender
Offer) of the Circular;
|
|
"Tender Offer Record Date"
|
means 6:00 p.m. (U.K. time) on 3 May
2024 or such other time and date as may be determined by Ascential
in its sole discretion in the event that the Tender Offer Closing
Date is altered in accordance with Section 2.26 of Part II
(Details of the Tender
Offer) of the Circular;
|
|
"TTE
Instruction"
|
a transfer to escrow instruction (as
defined by the CREST Manual);
|
|
"U.K. Listing Rules"
|
means the listing rules of the FCA
made under section 73A(1) of FSMA;
|
|
"Unconditional Date"
|
means the date on and time at which
the Tender Offer becomes unconditional, which is expected to be on
10 May 2024;
|
|
"United Kingdom" or "U.K."
|
means the United Kingdom of Great
Britain and Northern Ireland;
|
|
"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;
|
|
"Value Limit"
|
means £300 million;
|
|
"Voting Record Time"
|
means 6:30 p.m. (U.K. time) on 18
April 2024; and
|
|
"WGSN"
|
means WGSN Limited and all of its
subsidiaries and subsidiary undertakings from time to
time.
|
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 will be set out in the Circular, which shareholders
are advised to read in full. Any response to the Tender Offer
should be made only on the basis of the information in the
Circular.
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 the
Circular and/or this announcement) as a client in relation to the
Return of Value, Share Consolidation or any other matters referred
to in the Circular and/or 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 the Return of Value, Share Consolidation
or any transaction, matter, or arrangement referred to in the
Circular and/or 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 the Circular and/or 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 the Circular and/or this
announcement (including in the determination of the Strike Price)
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 the Circular and/or this announcement, and nothing in the
Circular and/or 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.
Investors who participate in the
Tender Offer will be deemed to have acknowledged that: (i) they
have not relied on any of the Financial Advisers or any person
affiliated with any of the Financial Advisers in connection with
any investigation of the accuracy of any information contained in
the Circular and/or this announcement or their investment decision;
(ii) they have relied only on the information contained in the
Circular and/or this announcement; and (iii) no person has been
authorised to give any information or to make any representation
concerning Ascential or the Tender Offer (other than as contained
in the Circular) and, if given or made, any such other information
or representation should not be relied upon as having been
authorised by Ascential or any of the Financial
Advisers.
Cautionary statement
regarding forward-looking statements
This announcement may contain, or
have incorporated by reference into it, 'forward-looking
statements' with respect to certain of the Ascential Group's plans
and its goals and expectations relating to its future financial
condition, performance, results, strategy and
objectives.
Statements that are not historical
facts, including statements about Ascential's beliefs and
expectations and including, without limitation, statements
containing forward-looking terminology such as 'may', 'will',
'should', 'continue', 'aims', 'estimates', 'projects', 'forecasts',
'guides', 'believes', 'intends', 'expects', 'plans', 'seeks' and
'anticipates', their negatives and words of similar meaning, are
forward-looking statements. These statements are based on plans,
estimates and projections as at the time they are made, and
therefore undue reliance should not be placed on them. By their
nature, all forward-looking statements involve risk and
uncertainty. Any forward-looking statements made by or on behalf of
the Ascential Group speak only as at the date they are made and are
based upon the knowledge and information available to the Ascential
Directors on the date of this announcement.
These forward-looking statements are
not guarantees or predictions of future performance, may be based
on a number of assumptions (which may or may not themselves prove
to be correct), and, by their nature, involve known and unknown
risks, uncertainties and other factors, including the factors set
out this announcement, many of which are beyond the Ascential
Group's control, and which may cause the actual results to differ
materially from those expressed or implied in the statements
contained in this announcement. The Ascential Group's actual
results of operations, financial condition and the development of
the business sectors in which the Ascential Group operates may
differ materially from those expressed or implied in any
forward-looking statement contained in this announcement due to
certain factors including, but not limited to, domestic and global
economic and business conditions, market-related risks pertaining
to the industries in which the Ascential Group operate as a whole,
the policies and actions of regulatory authorities, geopolitical
developments, market developments, disruption to the availability,
confidentiality or integrity of the Ascential Group's information
technology, digital systems and data (or those of its suppliers and
partners), the impact of competition, technological development,
inflation, deflation, foreign currency exchange rates, the timing,
impact and other uncertainties of any future acquisitions,
combinations or divestments within relevant industries, as well as
the impact of tax and other legislation and other regulations in
the jurisdictions in which the Ascential Group operate. In
addition, even if the Ascential Group's actual results of
operations, financial condition and the development of the business
sectors in which they operate are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods. Recipients of this announcement
are cautioned not to put undue reliance on forward-looking
statements.
None of the Ascential Group or the
Financial Advisers, nor any of their respective officers, advisers
or any other person gives 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, in part or in whole, and, other than as required by
applicable law, undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise, provided that such forward-looking
statements will be publicly updated if required by applicable law
or regulation (including as may be required by the Companies Act,
the U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules and FSMA (as
appropriate)).
Additionally, statements of the
intentions of the Ascential Board (or any subset thereof) and/or
Ascential Directors reflect the present intentions of the Ascential
Board (or relevant subset thereof) and/or Ascential Directors,
respectively, as at the date of this announcement and may be
subject to change as the composition of the Ascential Board alters,
or as circumstances require. Except as required by applicable law
or regulation (including as may be required by the Companies Act,
the U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules and FSMA (as
appropriate)), the Ascential Group and the Financial Advisers
disclaim any obligation or undertaking to update or revise any
forward-looking statement in this announcement.
The forward-looking statements
contained in this announcement speak only as at the date of this
announcement and are not intended to give any assurance as to
future results. To the extent required by applicable law or
regulation (including as may be required by the Companies Act, the
U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules and FSMA (as
appropriate)), the Ascential Group will update or revise the
information in this announcement. Otherwise, Ascential, the
Ascential Directors and Ascential's advisers (including the
Financial Advisers) expressly disclaim any obligation or
undertaking to update these forward-looking statements contained in
this announcement to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based, unless required to do so by
applicable law. You are advised to read this announcement, the
Circular and the information incorporated by reference into this
Circular in their entirety. In light of these risks, uncertainties
and assumptions, the events described in the forward-looking
statements in this announcement, the Circular and/or the
information incorporated by reference into this Circular may or may
not occur.
Overseas
Shareholders
The availability of the Tender Offer
to Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction in which they are
located. Shareholders who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable legal
or regulatory requirements. In addition, the attention of
Shareholders who are resident in the United States is drawn to the
Notice for U.S. Shareholders below and in the Circular.
The Tender Offer is not being made,
directly or indirectly, in or into, or by use of the mails of, or
by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone and e-mail) of interstate
or foreign commerce of, or any facilities of a national securities
exchange of, any Restricted Jurisdiction and the Tender Offer
cannot be accepted by any such use, means, instrumentality or
facility or from within any Restricted Jurisdiction. Accordingly,
unless otherwise determined by Ascential and permitted by
applicable law and regulation, neither the Circular nor the Tender
Form nor any related document is being, nor may it be, directly or
indirectly, mailed, transmitted or otherwise forwarded,
distributed, or sent in, into or from any Restricted Jurisdiction,
and persons receiving the Circular, the Tender Form and/or any
related document (including, without limitation, trustees, nominees
or custodians) must not mail or otherwise forward, distribute or
send it in, into or from such Restricted Jurisdiction, as to do so
may invalidate any purported acceptance of the Tender Offer. Any
person (including, without limitation, trustees, nominees or
custodians) who would or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Circular, the
Tender Form and/or any related document to any jurisdiction outside
the United Kingdom, should seek appropriate advice before taking
any action.
If, in connection with making the
Tender Offer, notwithstanding the restrictions described above, any
person (including, without limitation, custodians, nominees and
trustees), whether pursuant to a contractual or legal obligation or
otherwise, forwards the Circular, any personalised Tender Form or
any related documents in, into or from any Restricted Jurisdiction
or uses the mails of, or any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone and
e-mail) of interstate or foreign commerce of, or any facilities of
a national securities exchange of, any Restricted Jurisdiction in
connection with such forwarding, such persons should (a) inform the
recipient of such fact; (b) explain to the recipient that such
action may invalidate any purported acceptance by the recipient;
and (c) draw the attention of the recipient to this paragraph
.
The provisions of this paragraph and
any other terms of the Tender Offer relating to Overseas
Shareholders may be waived, varied or modified as regards specific
Shareholders or on a general basis by BofA Securities in its
absolute discretion, but only if BofA Securities is satisfied that
such waiver, variation or modification will not constitute or give
rise to a breach of applicable securities or other laws. Subject to
this, the provisions of this paragraph supersede any terms of the
Tender Offer inconsistent herewith.
Notice for US
Shareholders
The Tender Offer relates to
securities in a non-U.S. company which is registered in the U.K.
and is subject to the disclosure requirements, rules and practices
applicable to companies listed in the U.K. Accordingly, the
Circular has been prepared in accordance with U.K. style and
practice for the purpose of complying with English law and the U.K.
Listing Rules, including with respect to the offer timetable,
settlement procedures, withdrawal rights, waiver of conditions and
timing of payments, which are different from the requirements
applicable under the tender offer procedures and laws of the United
States for domestic offers. In particular, the financial
information relating to Ascential, which is available for review on
Ascential's website, has not been prepared in accordance with
generally accepted accounting principles in the U.S., and thus may
not be comparable to financial information relating to U.S.
companies. The Tender Offer will be made to U.S. Shareholders on
the same terms and conditions as those made to all other
Shareholders of Ascential to whom an offer is made. Any
informational documents, including the Circular, are being
disseminated to U.S. Shareholders on a basis comparable to the
method that such documents are provided to Ascential's other
Shareholders. U.S. Shareholders should read the entire
Circular.
U.S. Shareholders are advised that
the Ascential Shares are not listed on a U.S. securities exchange
and that Ascential is not subject to the periodic reporting
requirements of the U.S. Securities and Exchange Act of 1934, as
amended (the "U.S. Exchange
Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the
"SEC") thereunder. The
Tender Offer is not subject to the disclosure and other procedural
requirements of Rule 13e-4 or Regulation 14D under the U.S.
Exchange Act. The Tender Offer will be made in the U.S. in
accordance with the requirements of Section 14(e) of, and
Regulation 14E under, the U.S. Exchange Act. Certain provisions of
Regulation 14E under the U.S. Exchange Act are not applicable to
the Tender Offer by virtue of the exemption provided under Rule
14d-1(d) under the U.S. Exchange Act for a Tier II tender offer.
BofA Securities, Inc. will act as U.S. dealer manager with respect
to the Tender Offer in the United States to the extent
required.
It may be difficult for U.S.
Shareholders to enforce certain rights and claims arising in
connection with the Tender Offer under U.S. federal securities laws
since Ascential is located outside the U.S. and most of its
officers and directors may reside outside the U.S. It may not be
possible to sue a non-U.S. company or its officers or directors in
a non-U.S. court for violations of U.S. securities laws. It also
may not be possible to compel a non-U.S. company or its affiliates
to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the
Tender Offer by a Shareholder who is a U.S. person may be a taxable
transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax
laws. To prevent the imposition of the backup withholding tax, U.S.
Shareholders, and non-U.S. Shareholders whose sale of their
Ascential Shares would not be considered to be effected by a
non-U.S. broker at an office outside the U.S., should return the
appropriate IRS Form W-9 or Form W-8 with the acceptance of the
Tender Offer. If they are a U.S. Shareholder, they should submit a
duly executed IRS Form W-9. If they are not a U.S. Shareholder,
they should submit a duly executed IRS Form W-8BEN or other IRS
Form W-8, as appropriate. Copies of IRS Form W-9 and Form W-8 are
available on the IRS's website at www.irs.gov/forms-instructions.
Each such Shareholder should consult and seek individual advice
from an appropriate professional adviser.
To the extent permitted by
applicable law and in accordance with normal U.K. practice,
Ascential, the Financial Advisers or any of their respective
affiliates, may from time to time, and other than pursuant to the
Tender Offer, directly or indirectly, make certain purchases of, or
arrangements to purchase, Ascential Shares (or any securities that
are convertible into, exchangeable for or exercisable for such
shares) outside the U.S. during the period in which the Tender
Offer remains open for participation, including sales and purchases
of Ascential Shares effected by the Financial Advisers, acting as
market maker in the Ascential Shares. These purchases, or other
arrangements, may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. In order to
be excepted from the requirements of Rule 14e-5 under the U.S.
Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such
purchases, or arrangements to purchase, must comply with applicable
English law and regulation, including the U.K. Listing Rules, and
the relevant provisions of the U.S. Exchange Act. Any information
about such purchases, or other arrangements, will be disclosed as
required in the U.K. and the U.S. and, if required, will be
reported via a Regulatory Information Service and will be available
on the LSE website at www.londonstockexchange.com.
While the Tender Offer is being made
available to Shareholders in the U.S., the right to tender
Ascential Shares is not being made available in any jurisdiction in
the U.S. in which the making of the Tender Offer or the right to
tender such Ascential Shares would not be in compliance with the
laws of such jurisdiction. This announcement has not been approved,
disapproved or otherwise recommended by the SEC or any U.S. state
securities commission and such authorities have not passed upon the
merits or fairness of the Tender Offer, confirmed the accuracy or
completeness of the disclosure related to the Tender Offer, or
determined the adequacy of this announcement. Any representation to
the contrary is a criminal offence in the U.S.