NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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.© 2014 PR Newswire
