REG - Ascential PLC - Completion of Tender Offer and Total Voting Rights
10/05/2024 12:30
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RNS Number : 0189O Ascential PLC 10 May 2024
Ascential plc
Completion of Tender Offer and Total Voting Rights
Ascential confirms that the Tender Offer, the results of which were announced
on 8 May 2024, completed on 10 May 2024.
Under the terms of the Tender Offer Agreement, BofA Securities purchased
95,238,033 Existing Ascential Shares at the Strike Price of 315 pence per
Existing Ascential Share. On 10 May 2024, these Existing Ascential Shares were
subsequently acquired by Ascential from BofA Securities under the terms of the
Tender Offer Agreement at a price of 315 pence per Existing Ascential Share
and cancelled.
It is anticipated that the proceeds payable to Qualifying Shareholders who
hold uncertificated Existing Ascential Shares will be credited to their CREST
accounts on 15 May 2024, and that the proceeds payable to Qualifying
Shareholders for certificated Existing Ascential Shares purchased under the
Tender Offer will be despatched as a cheque on 17 May 2024.
Following completion of the Tender Offer and the cancellation of 95,238,033
Existing Ascential Shares, and in accordance with the Disclosure Guidance and
Transparency Rules, Ascential's issued share capital consists of 350,563,948
Existing Ascential Shares, all of which carry voting rights. No Existing
Ascential Shares are held by Ascential as treasury shares within the meaning
of section 724 of the Companies Act. Therefore, the total number of voting
rights attaching to Existing Ascential Shares is 350,563,948.
350,563,948 may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or change their interest in, Existing Ascential Shares under the
Disclosure Guidance and Transparency Rules.
Shareholders are reminded that, as announced on 8 May 2024, Ascential will
shortly carry out the Share Consolidation, whereby all Existing Ascential
Shares held by Shareholders on the Register as at 6:00 p.m. (U.K. time) on 17
May 2024 will be consolidated into a certain number of New Ascential Shares.
The Share Consolidation will apply a consolidation ratio of 10 New Ascential
Shares with nominal value of 1.7 pence each for every 17 Existing Ascential
Shares with nominal value of 1 pence each. Furthermore, Ascential intends to
issue 5 Existing Ascential Shares to one of Ascential's employee benefit
trusts in order to ensure that a whole number of New Ascential Shares is
created following the implementation of the Share Consolidation (the
"Balancing Shares"). Dealings in the Existing Ascential Shares and Balancing
Shares will continue until 4:30 p.m. (U.K. time) on 17 May 2024 and Admission
of the New Ascential Shares will become effective and dealings for normal
settlement will commence at 8:00 a.m. (U.K. time) on 20 May 2024. From 8:00
a.m. (U.K. time) on 20 May 2024, 206,214,090 may be used by Shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or change their interest in, Ascential
Shares under the Disclosure Guidance and Transparency Rules.
Contact Information
Ascential plc
Philip Thomas Chief Executive Officer +44 (0)20 7516 5000
Mandy Gradden Chief Financial Officer
Rory Elliott Investor Relations Director
Media enquiries
Matt Dixon FTI Consulting LLP +44 (0)20 3727 1000
Jamie Ricketts
Edward Bridges
Advisers
BofA Securities, Deutsche Numis and J.P. Morgan Cazenove are acting as joint
financial advisers to Ascential in connection with the Return of Value.
Slaughter and May is acting as legal adviser to Ascential.
About Ascential Plc
Ascential takes the world's leading brands to the heart of what's next for
their industries. We do this through our events, intelligence products and
advisory services. Our 700 people serve a global customer base from more than
100 countries in the large and growing Marketing and Financial Technology
sectors. Ascential plc is listed on the London Stock Exchange (LON: ASCL).
Further information regarding Ascential is available on Ascential's website at
https://www.ascential.com/about-us (https://www.ascential.com/about-us) .
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN OR INTO THE RESTRICTED JURISDICTIONS.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
DEFINITIONS
"Admission" means admission of the New Ascential Shares to the premium listing segment of
the Official List and to trading on the LSE's main market for listed
securities;
"Ascential" means Ascential plc, a public limited company incorporated in England and
Wales with registered number 09934451, whose registered office is 2nd Floor,
81-87 High Holborn, London, WC1V 6DF;
"Ascential Shares" means at any time prior to the Share Consolidation, the Existing Ascential
Shares; and at any time after the Share Consolidation, the New Ascential
Shares;
"BofA Securities" means Merrill Lynch International of 2 King Edward Street, London, EC1A 1HQ,
United Kingdom;
"Circular" means the shareholder circular from Ascential dated 4 April 2024;
"Companies Act" means the Companies Act 2006 of the U.K., as amended;
"CREST" means the U.K.-based system for the paperless settlement of trades in listed
securities, of which Euroclear is the operator in accordance with the
Uncertificated Securities Regulations 2001 (SI 2001/3755);
"Deutsche Numis" means Numis Securities Limited of 45 Gresham Street, London, EC2V 7BF, United
Kingdom;
"Disclosure Guidance and Transparency Rules" means the disclosure guidance and transparency rules made by the FCA under
Part VI of FSMA (as set out in the FCA's Handbook of Rules and Guidance), as
amended;
"Euroclear" means Euroclear U.K. & International Limited, the operator of CREST;
"Existing Ascential Shares" means the Ascential Shares of 1 pence each in the capital of Ascential, prior
to the Share Consolidation;
"FCA" means the Financial Conduct Authority in the U.K.;
"Financial Advisers" means, BofA Securities, J.P. Morgan Cazenove and Deutsche Numis;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"J.P. Morgan Cazenove" means J.P. Morgan Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) of 25 Bank Street, Canary Wharf, London
E14 5JP;
"LSE" means the securities exchange operated by London Stock Exchange plc under the
FSMA;
"New Ascential Shares" means the Ascential Shares of 1.7 pence each in the capital of Ascential,
following the Share Consolidation;
"Official List" means the Official List of the FCA;
"PRA" means the Prudential Regulation Authority;
"Qualifying Shareholders" means Shareholders other than those with a registered address in any of the
Restricted Jurisdictions;
"Register" means the register of members of Ascential;
"Restricted Jurisdiction" means Australia, Canada, New Zealand, Kuwait, United Arab Emirates, Israel,
Oman and any country, region or territory which is the subject of any
comprehensive Sanctions (including, in each case and without limitation, Cuba,
Iran, North Korea, Syria, Russia, the Crimea Region of Ukraine, the so-called
Donetsk People's Republic and the so-called Luhansk People's Republic);
"Return of Value" means:
(i) the Tender Offer;
(ii) the Special Dividend; and
(iii) the on-market share buyback programmes to acquire £100 million
of Ascential Shares;
"Sanctions" means any sanctions administered or enforced by the U.S. Government,
(including, without limitation, the Office of Foreign Assets Control of the
U.S. Department of Treasury of the U.S. Department of State, and including,
without limitation, the designation as a "specially designated national" or
"blocked person"), the United Nations Security Council, the European Union,
His Majesty's Treasury, or other relevant governmental or regulatory
authority, institution or agency which administers economic, financial or
trade sanctions;
"Share Consolidation" means the consolidation and division of Ascential's issued share capital to
accompany the Special Dividend, applying a consolidation ratio of 10 New
Ascential Shares with nominal value of 1.7 pence each for every 17 Existing
Ascential Shares with nominal value of 1 pence each;
"Shareholder" means a holder, for the time being, of Ascential Shares on the Register;
"Special Dividend" means the dividend of 128.6 pence per Existing Ascential Share amounting to a
total of approximately £450 million to be paid on 3 June 2024 to Shareholders
on the Register as at 6:00pm (U.K. time) on 17 May 2024;
"Strike Price" means 315 pence per Existing Ascential Share, being the per share price at
which BofA Securities purchased Ascential Shares pursuant to the Tender Offer,
as determined in accordance with the provisions set out in the Circular;
"Tender Form" the tender form issued with the Circular to Qualifying Shareholders who hold
their Ascential Shares in certificated form;
"Tender Offer" means the invitation by BofA Securities to Shareholders to tender Ascential
Shares for purchase by BofA Securities on the terms and subject to the
conditions set out in the Circular and also, in the case of certificated
Ascential Shares only, the Tender Form;
"Tender Offer Agreement" means the tender offer agreement between Ascential and BofA Securities;
"United Kingdom" or "U.K." means the United Kingdom of Great Britain and Northern Ireland; and
"United States" or "U.S." means the United States of America, its territories and possessions, any
state of the United States of America and all other areas subject to its
jurisdiction.
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Ascential Shares
or other securities.
The full terms and conditions of the Tender Offer are set out in the Circular,
which shareholders are advised to read in full.
Each of BofA Securities and J.P. Morgan Cazenove is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom. Deutsche Numis is
authorised and regulated in the United Kingdom by the FCA. Each of the
Financial Advisers is acting exclusively for Ascential and no one else in
connection with the Return of Value. None of the Financial Advisers will
regard any other person (whether or not a recipient of this announcement) as a
client in relation to the Tender Offer or any other matters referred to in
this announcement and will not be responsible to anyone other than Ascential
for providing the protections afforded to their respective clients or for the
giving of advice in relation to any transaction, matter, or arrangement
referred to in this announcement.
Save for the responsibilities, if any, which may be imposed on each of the
Financial Advisers under FSMA or the regulatory regime established thereunder,
none of the Financial Advisers nor any of their respective affiliates,
subsidiaries or branches accepts any responsibility whatsoever for the
contents of this announcement including its accuracy, completeness and
verification or for any other statement made or purported to be made by it, or
on its behalf, in connection with Ascential and/or the Tender Offer. Each of
the Financial Advisers and each of their respective affiliates, subsidiaries
and branches accordingly disclaims, to the fullest extent permitted by
applicable law, all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise be found to
have in respect of this announcement or any such statement. No representation
or warranty express or implied, is made by any of the Financial Advisers or
any of their respective affiliates, subsidiaries or branches as to the
accuracy, completeness, verification or sufficiency of the information set out
in this announcement, and nothing in this announcement will be relied upon as
a promise or representation in this respect, whether or not to the past or
future.
Each of the Financial Advisers and their respective affiliates, subsidiaries
and branches may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with Ascential and its
affiliates for which they would have received customary fees and commissions.
Each of the Financial Advisers and their respective affiliates, subsidiaries
and branches may provide such services to Ascential and its affiliates in the
future. In the ordinary course of their various business activities, the
Financial Advisers and their respective affiliates, subsidiaries and branches
may hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (which
may include bank loans and/or credit default swaps) in Ascential and its
respective affiliates for their own account and for the accounts of their
customers and may at any time hold long and short positions in such securities
and instruments.
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