REG - Ascential PLC - Tender Offer Results and Special Dividend
08/05/2024 07:00
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RNS Number : 5107N Ascential PLC 08 May 2024
8 May 2024
Ascential plc
Tender Offer Results, Special Dividend and Share Consolidation Ratio
Background
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").
Today, Ascential announces the results of the Tender Offer, the declared
Special Dividend amount and the ratio for the Share Consolidation, reflecting
the level of take-up under the Tender Offer, the final quantum of the Special
Dividend and the market price of the Ascential Shares.
Highlights
· Purchase of 95,238,033 Ascential Shares representing approximately
21.4 per cent. of the issued share capital of Ascential as at 2 April 2024
(being the latest practicable date prior to publication of the Circular), to
be completed at a price of 315 pence per Ascential Share (the "Strike Price"),
for a total cost of £300 million.
· Declaration of a special dividend of 128.6 pence per Existing
Ascential Share amounting to a total of approximately £450 million (the
"Special Dividend") to be paid on 3 June 2024 to Shareholders on the Register
as at 6:00 p.m. (U.K. time) on 17 May 2024.
· Announcement of the Share Consolidation ratio of 10 New Ascential
Shares for every 17 Existing Ascential Shares.
Results of the Tender Offer
Ascential is today pleased to announce the results of the Tender Offer, which
was set out in the Circular and closed at 1:00 p.m. (U.K. time) on 3 May 2024.
The results of the Tender Offer are as follows:
· 130,533,307 Ascential Shares were tendered at the Strike Price (or as
Strike Price Tenders) which was determined to be the Minimum Price. Following
the scaling-down arrangements described below and, subject to the remaining
conditions described in Sections 2.1(C) and (D) of Part II (Details of the
Tender Offer) of the Circular being satisfied, 95,238,033 of those Ascential
Shares tendered at the Strike Price (or as Strike Price Tenders) will be
purchased on 10 May 2024, at the Strike Price of 315 pence per Ascential
Share.
· The number of Ascential Shares being purchased represents
approximately 21.4 per cent. of the issued share capital of Ascential as at 2
April 2024 (being the latest practicable date prior to publication of the
Circular).
· The Strike Price represents:
o a premium of 4.7 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 preliminary results for the year ended 31 December 2023); and
o a premium of 3.6 per cent. to the closing price of 304 pence per Ascential
Share on 2 April 2024 (being the latest practicable date prior to the
publication of the Circular).
As set out in the Circular, it is expected that the Tender Offer will become
unconditional on 10 May 2024 and following the Tender Offer becoming
unconditional, Ascential will make an announcement to that effect through a
Regulatory Information Service.
The Tender Offer was oversubscribed, with the aggregate value of Ascential
Shares validly tendered by Qualifying Shareholders at the Strike Price (or as
Strike Price Tenders) exceeding £300 million. Furthermore, the Strike Price
was determined to be the Minimum Price. In line with the procedures set out in
the Circular, tenders have been accepted as follows:
· All Ascential Shares validly tendered at the Strike Price or tendered
as a Strike Price Tender up to the Guaranteed Entitlement for each relevant
holding of Ascential Shares as at the Tender Offer Record Date (rounded down
to the nearest whole Ascential Share) will be accepted and purchased in full
at the Strike Price.
· Ascential confirms that the Guaranteed Entitlement is approximately
21.4 per cent1. All Ascential Shares validly tendered at the Strike Price or
tendered as a Strike Price Tender in excess of the Guaranteed Entitlement will
be scaled down to approximately 49.2 per cent. of the number of excess
shares.2
· All Ascential Shares tendered at a price higher than the Strike Price
will be rejected and will not be purchased in the Tender Offer, and the
Guaranteed Entitlement arrangements will not apply to such Ascential Shares.
1 The precise Guaranteed Entitlement figure is 21.3633180333490 per cent.
2 The precise percentage figure to which tenders in excess of the Guaranteed
Entitlement will be scaled back is 49.233694448195 per cent.
Further information on the scaling down arrangements that apply is contained
at Sections 2.15 and 2.16 of Part II (Details of the Tender Offer) of the
Circular. Shareholders will be notified in due course about the level of their
shareholdings in Ascential, following the Tender Offer.
It is anticipated that the proceeds payable to Qualifying Shareholders who
hold uncertificated Ascential Shares will be credited to their CREST accounts
on 15 May 2024. It is anticipated that the proceeds payable to Qualifying
Shareholders for certificated Ascential Shares purchased under the Tender
Offer will be despatched as a cheque on 17 May 2024.
As set out in the Circular, the Ascential Shares will be purchased by BofA
Securities pursuant to the Tender Offer and Ascential will purchase such
Ascential Shares from BofA Securities. Following such purchase, Ascential
intends to cancel such Ascential Shares, reducing its issued share capital
from 445,801,981 Ascential Shares to 350,563,948 Ascential Shares.
Special Dividend
Following the closing of the Tender Offer, Ascential is pleased to announce
that it has declared a Special Dividend of 128.6 pence per Existing Ascential
Share amounting to a total of approximately £450 million.
The Special Dividend is expected to be paid on 3 June 2024 to Shareholders on
the Register at 6:00 p.m. (U.K. time) on 17 May 2024, with the Ascential
Shares being marked ex dividend at 8:00 a.m. (U.K. time) on 20 May 2024.
Share Consolidation Ratio
Ascential is also pleased to announce that, in accordance with the authority
granted to the Ascential Board by the Shareholders at the General Meeting, the
Ascential Board has determined that 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. This consolidation ratio reflects the level of take-up under the Tender
Offer, the final quantum of the Special Dividend and the market price of
Ascential Shares.
Therefore, 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. 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 (subject to any
fractional entitlements, which will be dealt with in accordance with the
process described in Section 2.3 of Part III (Further Details of the Special
Dividend and Share Consolidation) of the Circular).
As set out in the Circular, 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"). An application will be
made to the FCA for the Balancing Shares to be admitted to the premium segment
of the Official List and to the London Stock Exchange for the Balancing Shares
to be admitted to trading on the London Stock Exchange's Main Market for
listed securities. Admission of the Balancing Shares will become effective and
dealings for normal settlement will commence at 8:00 a.m. (U.K. time) on 16
May 2024. Following Admission of the Balancing Shares, the total number of
voting rights attaching to Ascential Shares as at 8:00 a.m. (U.K. time) on 16
May 2024 will be 350,563,953. From 8:00 a.m. (U.K. time) on 16 May 2024 until
8:00 a.m. (U.K. time) on 20 May 2024, 350,563,953 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.
Furthermore, an application will be made to the FCA for a total of 206,214,090
New Ascential Shares arising from the Share Consolidation to be admitted to
the premium segment of the Official List and to the London Stock Exchange for
the New Ascential Shares to be admitted to trading on the London Stock
Exchange's Main Market for listed securities. Dealings in the Existing
Ascential Shares and the 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. Following Admission of the New Ascential Shares, the
total number of voting rights attaching to Ascential Shares as at 8:00 a.m.
(U.K. time) on 20 May 2024 will be 206,214,090. 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.
The current ISIN (GB00BYM8GJ06) in relation to Existing Ascential Shares and
the Balancing Shares will be disabled in CREST as at 6:00 p.m. (U.K. time) on
17 May 2024. A new ISIN (GB00BQFH6320) in relation to the New Ascential Shares
will come into effect at 8:00 a.m. (U.K. time) on 20 May 2024.
Expected timetable
The times and dates set out in the timetable below and throughout this
announcement that fall after the date of publication of this announcement are
indicative only, 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) (2))
Unconditional Date for the Tender Offer and purchase of Ascential Shares under 10 May 2024
the Tender Offer
CREST accounts credited with unsuccessfully tendered uncertificated Ascential Not later than 10 May 2024
Shares
CREST accounts credited in respect of Tender Offer proceeds for uncertificated 15 May 2024
Ascential Shares
Despatch of cheques in respect of Tender Offer proceeds for certificated 17 May 2024
Ascential Shares
Return of share certificates in respect of unsuccessful tenders of 17 May 2024
certificated Ascential Shares
Despatch of balance share certificates in respect of unsold Ascential Shares 17 May 2024
in certificated form
Latest time for dealings in Existing Ascential Shares on the LSE 4:30 p.m. on 17 May 2024
Record time and date for Shareholders for entitlement to the Special Dividend 6:00 p.m. on 17 May 2024
and for the Share Consolidation
Effective date for the Share Consolidation 20 May 2024
Ascential Shares marked ex-Special Dividend on the LSE 8:00 a.m. on 20 May 2024
Commencement of dealings in New Ascential Shares on the LSE (after the Share 8:00 a.m. on 20 May 2024
Consolidation)
CREST accounts credited with New Ascential Shares (after the Share On or soon after 8:00 a.m. on 20 May 2024
Consolidation)
Despatch of share certificates in respect of New Ascential Shares by the U.K. As soon as practicable after 20 May 2024 and no later than 3 June 2024
Registrar
Despatch of cheques in respect of fractional entitlements and crediting of 3 June 2024
CREST in respect of fractional entitlements
Payment of the Special Dividend to Shareholders (by CREST payment, bank 3 June 2024
account transfer or by cheque)
Notes
(1) All references to time in this timetable are to U.K. time.
(2) 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
expected timetable.
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) .
DEFINITIONS
"Admission" means admission of the Balancing Shares or the New Ascential Shares (as
applicable) 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 2(nd) 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;
"Balancing Shares" means the Existing Ascential Shares to be issued 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, as described in Section 2.1 of Part III (Further details of the
Special Dividend and Share Consolidation) of the Circular;
"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;
"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;
"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;
"General Meeting" means the general meeting of Ascential held at 1:00 p.m. (U.K. time) on 22
April 2024 at 2nd Floor, 81-87 High Holborn, London, WC1V 6DF;
"Guaranteed Entitlement" means the percentage of each holding of Ascential Shares of each Shareholder
on the Tender Offer Record Date that will be accepted in full and will not be
scaled down if the Strike Price is determined to be the Minimum Price,
provided that such Ascential Shares are validly tendered as Strike Price
Tenders or at the Minimum Price;
"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;
"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;
"Minimum Price" means 315 pence per Ascential Share;
"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;
"Price Range" means the range of prices at which Qualifying Shareholders may have tendered
some or all of their Ascential Shares in connection with the Tender Offer,
being:
(i) 315 pence per Ascential Share;
(ii) 319 pence per Ascential Share;
(iii) 323 pence per Ascential Share;
(iv) 327 pence per Ascential Share; or
(v) 331 pence per Ascential Share.
"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;
"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;
"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;
"Share Consolidation" means the consolidation and division of Ascential's issued share capital to
accompany the Special Dividend;
"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, as determined in accordance with the
provisions set out in the Circular;
"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 Record Date" means 6:00 p.m. (U.K. time) on 3 May 2024;
"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; 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 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.
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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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