Anzeige
Mehr »
Login
Dienstag, 23.04.2024 Börsentäglich über 12.000 News von 688 internationalen Medien
Breaking News: InnoCan startet in eine neue Ära – FDA Zulassung!
Anzeige

Indizes

Kurs

%
News
24 h / 7 T
Aufrufe
7 Tage

Aktien

Kurs

%
News
24 h / 7 T
Aufrufe
7 Tage

Xetra-Orderbuch

Fonds

Kurs

%

Devisen

Kurs

%

Rohstoffe

Kurs

%

Themen

Kurs

%

Erweiterte Suche
PR Newswire
7 Leser
Artikel bewerten:
(0)

UBM PLC - Results of General Meeting

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF
NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A
TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,
OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID
RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED.
COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE
REGISTERED OFFICE OF UBM PLC AND ON ITS WEBSITE AT WWW.UBM.COM.

                             FOR IMMEDIATE RELEASE

26 November 2014

                                    UBM PLC

                          RESULTS OF GENERAL MEETING



UBM plc is pleased to announce the results of its General Meeting held at 9:30
a.m. today. The following shareholder resolutions (the "Resolutions"), as set
out in the notice of general meeting contained in the Circular, were duly
passed:

 a. to approve the acquisition of the entire issued and outstanding capital
    stock of VSS-AHC Consolidated Holdings Corp. (also known as Advanstar
    Communications) ("Advanstar");

 b. to authorise the Directors to allot relevant securities (as defined in the
    Articles) pursuant to or in connection with the Rights Issue up to an
    aggregate nominal amount of £19,671,748.301; and

 c. to empower the Directors to allot equity securities for cash pursuant to
    the authority conferred by resolution b) above as if Article 7 of the
    Articles did not apply to such allotment.

The number of Existing Ordinary Shares in issue at the date of the General
Meeting was 245,918,067 and each Existing Ordinary Share attracted one vote.
The results of the vote are as follows:

Resolution        Votes For     %(2)    Votes        %(2)     Total Votes    Votes
                  (1)                   Against               Cast           Withheld
                                                                              (3)

a) to approve the 137,954,709  88.17%   18,505,271   11.83%   156,459,980    8,385,263
Acquisition

b) to authorise   137,713,063  88.02%   18,743,829   11.98%   156,456,892    8,388,351
allotment of
relevant
securities

c) to empower     146,197,064  89.17%   17,755,375   10.83%   163,952,439      892,804
Directors to
allot as if
Article 7 did not
apply

Notes:

 1. Votes in favour include proxy votes where the Chairman of the General
    Meeting was given discretion regarding how to vote.

 2. Percentages are rounded to two decimal places.

 3. A 'vote withheld' is not a vote under Jersey law and is not counted in the
    calculation of votes 'for' and 'against' the Resolution.

A copy of the Resolutions passed at the General Meeting has been submitted to
the National Storage Mechanism in accordance with rules 9.6.2R and 9.6.3R of
the Listing Rules and will be available for inspection at http://www.morningstar.co.uk/uk/nsm.
The voting figures will also shortly be available on the Company's website at www.ubm.com.

The passing of the Resolutions will enable the Company to proceed with the
Acquisition and Rights Issue as described in the Circular and the Prospectus.

It is anticipated that the Acquisition will complete in December 2014.

The Record Date for entitlements under the Rights Issue was the close of
business on 24 November 2014. Qualifying non-CREST Shareholders (other than
certain Overseas Shareholders) will be sent a Provisional Allotment Letter in
connection with the Rights Issue today, and Qualifying CREST Shareholders
(other than certain Overseas Shareholders) will receive a credit to their
appropriate stock accounts in CREST in respect of the Nil Paid Rights to which
they are entitled as soon as practicable after 8.00 a.m. on 27 November 2014.

Applications have been made to the UK Listing Authority for 196,734,453 New
Ordinary Shares to be admitted to the premium listing segment of the Official
List and to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on the main market for listed securities of the London
Stock Exchange. It is expected that Admission will become effective and
dealings in New Ordinary Shares will commence, nil paid, at 8.00 a.m. on 27
November 2014.

The latest time and date for acceptance, payment in full and registration of
renunciation of Provisional Allotment Letters is 11.00 am on 11 December 2014.

The Rights Issue has been fully underwritten by J.P. Morgan Cazenove and Credit
Suisse, who are acting as Joint Bookrunners in relation to the Rights Issue.

Unless defined otherwise herein, capitalised terms shall have the meanings
ascribed to them in the "Definitions" section at the end of this announcement.

1 A further number of 16,970 New Ordinary Shares to be issued pursuant to the
Rights Issue will be issued under existing authorities granted to the Directors
at the Company's Annual General Meeting on 20 May 2014, resulting in a total
Rights Issue size of 196,734,453 New Ordinary Shares with an aggregate nominal
amount of £19,673,445.30.


Enquiries

UBM plc
Peter Bancroft (Director of Communications)              communications@ubm.com
                                                            +44(0) 207 921 5961
Kate Postans (Head of Investor Relations)                  kate.postans@ubm.com
                                                            +44(0) 207 921 5023

Brunswick
Jon Coles, Andy Rivett-Carnac & Craig Breheny            ubm@brunswickgroup.com
                                                            +44(0) 207 404 5959

J.P. Morgan Cazenove (Joint Bookrunner)
Hugo Baring                                                 +44(0) 207 134 4283
Nicholas Hall                                               +44(0) 207 134 3339
Thomas White                                                +44(0) 207 134 7358

Credit Suisse (Joint Bookrunner)
Gillian Sheldon                                             +44(0) 207 888 7976
Stuart Field                                                +44(0) 207 883 3083
Michael Taylor                                              +44(0) 207 883 2164


IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, UBM.
No representation or warranty, express or implied, is or will be made by, or in
relation to, and no responsibility or liability is or will be accepted by J.P.
Morgan Cazenove or Credit Suisse (each as defined below) or by any of their
respective affiliates or agents or by any advisor to UBM or by any of their
affiliates or agents as to or in relation to the accuracy or completeness of
this announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
responsibility or liability therefor is expressly disclaimed.

This announcement is not a prospectus but an advertisement and investors should
not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares
referred to in this announcement except on the basis of the information
contained in the Prospectus published by UBM in connection with the Rights
Issue. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. The information in
this announcement is subject to change.

A copy of the Circular and the Prospectus is available from the registered
office of UBM and on UBM's website at www.ubm.com. However, the Prospectus will
not, subject to certain exceptions, be available (whether through the website
or otherwise) to Shareholders in the United States or any other Excluded
Territory.

Neither the content of UBM's website nor any website accessible by hyperlinks
on UBM's website is incorporated in, or forms part of, this announcement. The
Prospectus will give further details of the New Ordinary Shares, the Nil Paid
Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

The distribution of this announcement into jurisdictions other than the United
Kingdom may be restricted by law, and, therefore, persons into whose possession
this announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with any such restrictions may constitute a
violation of the securities laws of such jurisdiction. In particular, subject
to certain exceptions, this announcement, the Prospectus and the Provisional
Allotment Letters should not be distributed, forwarded to or transmitted in or
into the United States or any other Excluded Territory.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements
to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements
to Nil Paid Rights will be made in any jurisdiction in which such an offer or
solicitation is unlawful. The information contained in this announcement is not
for release, publication or distribution to persons in the United States or any
other Excluded Territory, and should not be distributed, forwarded to or
transmitted in or into any jurisdiction, where to do so might constitute a
violation of local securities laws or regulations.

The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the
Provisional Allotment Letters have not been and will not be registered under
the Securities Act or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly,
within the United States except pursuant to an applicable exemption from or in
a transaction not subject to the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer of the Nil
Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United
States.

The information in this announcement may not be forwarded or distributed to any
other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Rights Issue. The price and value of
securities can go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be construed as
legal, business, financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States. This announcement does
not contain or constitute an offer for sale or the solicitation of an offer to
purchase securities in the United States. Any securities referred to herein
have not been and will not be registered under the Securities Act, and may not
be offered or sold in the United States absent registration under the
Securities Act or an available exemption from, or transaction not subject to,
the registration requirements of the Securities Act.

Notice to all investors

J.P. Morgan Securities plc, which conducts its UK investment banking businesses
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised in the UK by the
Prudential Regulatory Authority and regulated in the UK by the Prudential
Regulatory Authority and the Financial Conduct Authority, is acting exclusively
for UBM and no one else in connection with the Acquisition and the Rights Issue
and will not regard any other person as its client in relation to the
Acquisition or the Rights Issue and will not be responsible to any person other
than UBM for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matters referred to
herein.

J.P. Morgan Limited, which conducts its UK investment banking businesses as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively for UBM and no
one else in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be responsible
to any person other than UBM for providing the protections afforded to clients
of J.P. Morgan Cazenove, nor for providing advice in relation to any matters
referred to herein. For the purposes of this announcement, references to "J.P.
Morgan Cazenove" are to J.P. Morgan Limited and/or J.P. Morgan Securities plc,
as the context requires.

Credit Suisse Securities (Europe) Limited ("Credit Suisse") is authorised in
the UK by the Prudential Regulatory Authority and regulated in the UK by the
Prudential Regulatory Authority and the Financial Conduct Authority, is acting
exclusively for UBM and no one else in connection with the Rights Issue and
will not regard any other person as its client in relation to the Rights Issue
and will not be responsible to any person other than UBM for providing the
protections afforded to clients of Credit Suisse, nor for providing advice in
relation to any matters referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed
on J.P. Morgan Cazenove or Credit Suisse under FSMA or the regulatory regime
established thereunder, J.P. Morgan Cazenove and Credit Suisse accept no
responsibility whatsoever for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with UBM, the Nil
Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Acquisition or
the Rights Issue or any other matter referred to herein. Subject to applicable
law, each of J.P. Morgan Cazenove and Credit Suisse accordingly disclaims, to
the fullest extent permitted by law, all and any liability whether arising in
tort, contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any
representation other than those contained in this announcement, the Circular
and the Prospectus and, if given or made, such information or representations
must not be relied on as having been authorised by J.P. Morgan Cazenove or
Credit Suisse. Subject to the Listing Rules, the Prospectus Rules and the
Disclosure and Transparency Rules, the issue of this announcement shall not, in
any circumstances, create any implications that there has been no change in the
affairs of UBM since the date of this announcement or that the information in
it is correct as at any subsequent date.

J.P. Morgan Cazenove and Credit Suisse may, in accordance with applicable laws
and regulations, engage in transactions in relation to the Provisional
Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary
Shares and/or related instruments for their own account for the purpose of
hedging their underwriting exposure or otherwise. Except as required by
applicable laws or regulations, neither J.P. Morgan Cazenove nor Credit Suisse
proposes to make any public disclosure in relation to such transactions.

Definitions

Acquisition                           the proposed acquisition of Advanstar by
                                      UBM pursuant to the Securities Purchase
                                      Agreement;

Admission                             the proposed admission of the New
                                      Ordinary Shares by the UK Listing
                                      Authority to listing on the premium
                                      listing segment of the Official List and
                                      by the London Stock Exchange to trading
                                      nil paid on the main market of the London
                                      Stock Exchange;

Advanstar                             VSS-AHC Consolidated Holdings Corp.;

Advanstar Global                      Advanstar Global LLC, prior to the
                                      Acquisition the direct parent of
                                      Advanstar;

Advanstar Group                       Advanstar and its subsidiary undertakings
                                      from time to time;

Board                                 the board of Directors of the Company;

Articles                              the articles of association of UBM and
                                      reference to a specific article of the
                                      articles of association of UBM shall be
                                      to an Article;

certificated                          in relation to a share or other security,
                                      a share or other security, title to which
                                      is recorded in the relevant register of
                                      the share or other security concerned as
                                      being held in certificated form (that is,
                                      not in CREST);

Canadian Shareholder                  a Shareholder on the register of members
                                      of the company at the close of business
                                      on the Record Date that is located or
                                      resident in any province or territory of
                                      Canada, or a discretionary account
                                      manager located or resident in any
                                      province or territory of Canada that is
                                      acting on behalf of a beneficial
                                      shareholder, whether or not such
                                      beneficial shareholder is located or
                                      resident in any province or territory of
                                      Canada, provided that a discretionary
                                      account manager located and resident
                                      outside Canada acting on behalf of a
                                      beneficial Shareholder located or
                                      resident in Canada shall not be a
                                      Canadian Shareholder unless such
                                      beneficial shareholder participates in
                                      the decision to take up or exercise any
                                      Nil Paid Rights or Fully Paid Rights, or
                                      any other acts in furtherance of the
                                      distribution of Nil Paid Rights, Fully
                                      Paid Rights or New Ordinary Shares to
                                      such beneficial shareholder take place in
                                      Canada;

Circular                              the Class 1 circular sent to the
                                      Shareholders in connection with the
                                      Acquisition and Rights Issue;

Common Seller                         Advanstar Global LLC;

Corporate Head Office                 UBM plc, Ludgate House, 245 Blackfriars
                                      Road, London, SE1 9UY, United Kingdom;

Credit Suisse                         Credit Suisse Securities (Europe)
                                      Limited;

CREST or CREST system                 the paperless settlement procedure
                                      operated by Euroclear enabling system
                                      securities to be evidenced otherwise than
                                      by certificates and transferred otherwise
                                      than by written instrument;

CREST Regulations                     the Companies (Uncertificated Securities)
                                      (Jersey) Order 1999 (as amended);

Directors                             the directors of the Company;

Enlarged Group                        the Group following completion of the
                                      Acquisition;

Excluded Shareholders                 subject to certain exceptions,
                                      Shareholders with a registered address or
                                      located or resident in any of the
                                      Excluded Territories or the United
                                      States;

Excluded Territories                  Australia, Canada, Japan, New Zealand and
                                      South Africa and any other jurisdictions
                                      where the extension and availability of
                                      the Rights Issue would breach any
                                      applicable law and, in respect of the
                                      extension and availability of the Rights
                                      Issue to any Canadian Shareholder;

Existing Ordinary Shares              the Ordinary Shares of 10 pence each in
                                      the capital of UBM in issue immediately
                                      prior to the Rights Issue;

FCA                                   the Financial Conduct Authority;

Form of Proxy                         the form of proxy enclosed with the
                                      Circular for use in connection with the
                                      General Meeting;

FSMA                                  the Financial Services and Markets Act
                                      2000, as amended;

Fully Paid Rights                     rights to acquire the New Ordinary
                                      Shares, fully paid;

General Meeting                       the general meeting of the Company held
                                      at J.P. Morgan Cazenove's offices at 60
                                      Victoria Embankment, London, EC4Y 0JP at
                                      9.30 a.m. on 26 November, 2014 to approve
                                      the Resolutions;

Group                                 UBM and its subsidiary undertakings;

J.P. Morgan Cazenove                  J.P. Morgan Securities plc and/or J.P.
                                      Morgan Limited, as the context requires;

Listing Rules                         the listing rules made by the FCA under
                                      section 73A of FSMA;

London Stock Exchange or LSE          London Stock Exchange plc;

New Ordinary Shares                   the Ordinary Shares of 10 pence each
                                      proposed to be issued by UBM pursuant to
                                      the Rights Issue;

Nil Paid Rights                       rights to acquire New Ordinary Shares in
                                      nil paid form;

Official List                         the official list of the UKLA;

Ordinary Shares                       the ordinary shares with a nominal value
                                      of 10 pence each in the capital of UBM;

Overseas Shareholders                 Qualifying Shareholders with a registered
                                      address in, or who are resident or
                                      located in, countries other than the
                                      United Kingdom or Jersey;

Preferred Sellers                     the following holders of the issued and
                                      outstanding preferred equity interests in
                                      Advanstar: (i) Anchorage Capital Master
                                      Offshore Ltd; (ii) Ares Strategic
                                      Investment Partners Ltd.; (iii) Future
                                      Fund Board of Guardians; (iv) Ares
                                      Strategic Investment Partners III, L.P.;
                                      (v) Ares Special Situations Fund III,
                                      L.P.; (vi) Ares Enhanced Credit
                                      Opportunities Master Fund, L.P.; (vii)
                                      Blackrock Kelso Capital Corporation;
                                      (viii) Citigroup Capital Partners II
                                      Employee Master Fund L.P.; (ix) Raven
                                      Asset Management, LLC; (x) Stepstone
                                      Capital Partners II Onshore, L.P.; (xi)
                                      Stepstone Capital Partners II Cayman
                                      Holdings L.P., and (xii) 2007
                                      Co-Investment Portfolio, L.P.;

Prospectus                            the prospectus published by the Company
                                      in connection with the Rights Issue;

Prospectus Rules                      the prospectus rules of the FCA made
                                      pursuant to section 73A of FSMA;

Provisional Allotment Letter(s) or    the renounceable provisional allotment
PAL(s)                                letters relating to the Rights Issue to
                                      be issued to Qualifying non-CREST
                                      Shareholders other than Qualifying
                                      non-CREST Shareholders who are Excluded
                                      Shareholders;

Qualifying CREST Shareholders         Qualifying Shareholders holding Ordinary
                                      Shares in uncertificated form;

Qualifying non-CREST Shareholders     Qualifying Shareholders holding Ordinary
                                      Shares in certificated form;

Qualifying Shareholders               Shareholders on the register of members
                                      of the Company at the close of business
                                      on the Record Date;

Record Date                           close of business on 24 November 2014;

Regulatory Information Service        one of the regulatory information
                                      services authorised by the UKLA to
                                      receive, process and disseminate
                                      regulatory information from listed
                                      companies;

Resolutions                           the resolutions proposed at the General
                                      Meeting;

Rights                                the Nil Paid Rights and/or the Fully Paid
                                      Rights;

Rights Issue                          the proposed issue of the New Ordinary
                                      Shares to Qualifying Shareholders by way
                                      of Rights on the terms and subject to the
                                      conditions to be set out in the
                                      Prospectus and, in the case of Qualifying
                                      non-CREST Shareholders other than
                                      Qualifying non-CREST Shareholders who are
                                      Excluded Shareholders only, the
                                      Provisional Allotment Letters;

Rights Issue Price                    287 pence per New Ordinary Share;

Securities Act                        the United States Securities Act of 1933,
                                      as amended;

Securities Purchase Agreement         the agreement dated 30 September 2014
                                      between UBM, Advanstar and the Sellers;

Sellers                               the Common Seller and the Preferred
                                      Seller;

Shareholder                           any holder of Ordinary Shares;

Sponsor                               J.P. Morgan Securities plc;

UBM or the Company                    UBM plc;

UKLA or UK Listing Authority          the Financial Conduct Authority in its
                                      capacity as competent authority under
                                      FSMA;

uncertificated or in uncertificated   in relation to a share or other security,
form                                  a share or other security, title to which
                                      is recorded in the relevant register of
                                      the share or other security concerned as
                                      being held in uncertificated form (that
                                      is, in CREST) and title to which may be
                                      transferred by using CREST;

Underwriters                          J.P. Morgan Cazenove and Credit Suisse;

Underwriting Agreement                the sponsor and underwriting agreement
                                      dated 6 November 2014 between UBM, the
                                      Sponsor and the Underwriters;

United Kingdom or UK                  the United Kingdom of Great Britain and
                                      Northern Ireland; and

United States or US                   the United States of America, its
                                      territories and possessions, any state of
                                      the United States of America, the
                                      District of Columbia, and all other areas
                                      subject to its jurisdiction.
Großer Insider-Report 2024 von Dr. Dennis Riedl
Wenn Insider handeln, sollten Sie aufmerksam werden. In diesem kostenlosen Report erfahren Sie, welche Aktien Sie im Moment im Blick behalten und von welchen Sie lieber die Finger lassen sollten.
Hier klicken
© 2014 PR Newswire
Werbehinweise: Die Billigung des Basisprospekts durch die BaFin ist nicht als ihre Befürwortung der angebotenen Wertpapiere zu verstehen. Wir empfehlen Interessenten und potenziellen Anlegern den Basisprospekt und die Endgültigen Bedingungen zu lesen, bevor sie eine Anlageentscheidung treffen, um sich möglichst umfassend zu informieren, insbesondere über die potenziellen Risiken und Chancen des Wertpapiers. Sie sind im Begriff, ein Produkt zu erwerben, das nicht einfach ist und schwer zu verstehen sein kann.