UBM : Proposed combination of Informa plc and UBM plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE 'CODE'). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

17 January 2018

PROPOSED COMBINATION OF

INFORMA PLC AND UBM PLC

TO CREATE LEADING B2B INFORMATION SERVICES GROUP

The Boards of Informa PLC ('Informa') and UBM plc ('UBM') hereby announce the proposed key financial terms of a proposed combination (the 'Proposed Combination') of Informa with UBM (the 'Combined Group').

The Proposed Combination would be implemented through a share and cash offer by Informa for the entire share capital of UBM. Under the terms of the Proposed Combination, UBM shareholders would receive:

For each UBM Share:	1.083 Informa Shares; and
	163 pence in cash

On these terms, based on (i) the 30-day volume-weighted average share prices as of 15 January 2018 of Informa and UBM and (ii) the closing share prices on 15 January 2018 of Informa and UBM, this represents in both cases a premium of around 30%.

It is expected that the Combined Group will be owned c. 65.5% by Informa shareholders and c. 34.5% by UBM shareholders. The proposed offer will also include a mix and match facility.

Discussions between the parties remain ongoing regarding the other terms and conditions of the Proposed Combination, satisfactory completion of due diligence and final approval by the Boards of Informa and UBM. The parties reserve the right to waive any or all of these pre-conditions. Subject to the ongoing discussions, the Boards of Informa and UBM expect to recommend the Proposed Combination to their respective shareholders.

The Proposed Combination is expected to result in significant synergies for the Combined Group.

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code. The full terms and conditions of any offer, if made, and a quantification of the synergies will be set out in any announcement of a firm intention to make an offer. There is no certainty that any transaction will occur, even if the pre-conditions are satisfied or waived.

Management and Governance

Both Informa and UBM are proudly people businesses with the energy, ideas and contribution of colleagues across the world their single most important asset. The Combined Group will be able to draw on the best talent and experience from both companies to lead the business going forward.

The Combined Group would continue to be headquartered in London, although the international nature and complementary geographic fit of the businesses will mean it will also have major operational centres around the world.

It is intended on completion of the Proposed Combination that:

· Derek Mapp, Chairman of Informa PLC, would be Chairman of the Combined Group.

· Stephen A. Carter, Chief Executive of Informa PLC, would be Chief Executive of the Combined Group.

· It is also envisaged that the Board of the Combined Group would be comprised of seven Non-Executive Directors from Informa PLC and three from UBM plc.

Dividends

It is proposed that UBM shareholders would be entitled to receive the final UBM dividend in respect of the year ended 31 December 2017 (the 'Final UBM Dividend'). In addition, UBM shareholders would be entitled to receive the Informa final dividend for the financial year ended 31 December 2017 (the 'Final Informa Dividend') if completion of the Proposed Combination occurs prior to the record date for the Final Informa Dividend, or if completion is later, a special dividend equivalent to the amount of the Final Informa Dividend.

It is also proposed that UBM shareholders would be entitled to (a) receive any ordinary course interim dividend declared by UBM and (b) receive the equivalent amount of any further ordinary interim dividend announced, declared or paid by Informa with a record date falling prior to completion of the Proposed Combination, less the value of any further ordinary interim dividend paid by UBM.

Informa reserves the right to reduce the terms of the Proposed Combination to take account of the value of any dividend or other distribution which is announced, declared, made or paid by UBM which is in addition to the dividends UBM shareholders are entitled to receive as set out above.

Additional Information

It is expected that any announcement of a firm intention to make an offer under Rule 2.7 of the Code made in respect of the Proposed Combination will include the amounts of the Final UBM Dividend and Final Informa Dividend.

Informa reserves the right, with the agreement or recommendation of the UBM Board, to (a) make an offer for UBM, at any time, on less favourable terms than the Proposed Combination described above; and (b) vary the form and/or mix of consideration.

In accordance with Rule 2.6(a) of the Code, Informa must, by not later than 5.00 p.m. on 13 February 2018, either announce a firm intention to make an offer for UBM in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for UBM in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement has been made with the consent of Informa.

The person responsible for arranging for the release of this announcement on behalf of UBM is Mark Peters, Group Company Secretary.

The person responsible for arranging for the release of this announcement on behalf of Informa is Rupert Hopley, Group Company Secretary.

Enquiries:

UBM plc	[phone]
Tim Cobbold, Chief Executive Officer Marina Wyatt, Chief Financial Officer Kate Postans, Head of Investor Relations & Corporate Communications

Credit Suisse (Joint financial adviser and corporate broker to UBM)	[phone]
Gillian Sheldon / John Hannaford / Joe Hannon

J.P. Morgan Cazenove (Joint financial adviser and corporate broker to UBM)	[phone]
Hugo Baring / Dwayne Lysaght / Thomas White / Adam Laursen

Brunswick Group (Corporate communications adviser to UBM)	[phone]
Caroline Daniel / Craig Breheny / Imran Jina

Informa PLC
Stephen A. Carter, Chief Executive Officer Gareth Wright, Group Finance Director Richard Menzies-Gow, Director of Investor Relations	[phone] [phone] [phone]

Centerview Partners (Lead financial adviser to Informa)	[phone]
Robin Budenberg / Nick Reid / Edward Rowe

Bank of America Merrill Lynch (Financial adviser and corporate broker to Informa)	[phone]
Ed Peel / Geoff Iles / Daniel Diamond

Barclays (Financial adviser and corporate broker to Informa)	[phone]
Robert Mayhew / Matthew Smith / Nicola Tennent

Rothschild (Financial adviser to the Board of Informa)	[phone]
Warner Mandel

Teneo Blue Rubicon (Corporate communications adviser to Informa)	[phone]
Tim Burt / Zoe Watt

Clifford Chance LLP and Mourant Ozanne are retained as legal advisers to Informa. Linklaters LLP and Ogier are retained as legal advisers to UBM.

NOTES TO EDITORS

About UBM

UBM is the largest pure-play B2B Events organiser in the world.

In an increasingly digital world, the value of connecting on a meaningful, human level has never been more important. At UBM, our deep knowledge and passion for the industry sectors we serve allow us to create valuable experiences where people can succeed. At our events people build relationships, close deals and grow their businesses.

Our 3,750+ people, based in more than 20 countries, serve more than 50 different industry sectors - from fashion to pharmaceutical ingredients. Our global networks, skilled, passionate people and market-leading events provide exciting opportunities for business people to achieve their ambitions.

About Informa

Informa operates at the heart of the Knowledge and Information Economy. It is one of the world's leading B2B Events, Business Intelligence, and Upper Level Academic Publishing businesses.

With around 7,500 colleagues globally, it has a presence in all major geographies, including North America, South America, Asia, Europe, the Middle East and Africa.

UBM Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, UBM confirms that, as of the date of the announcement, it has in issue 394,088,752 ordinary shares of 11 1/4 pence each. The International Securities Identification Number ('ISIN') number of the ordinary shares is JE00BD9WR069.

UBM has an American Depositary Receipts ('ADR') programme sponsored and administered by BNY Mellon. 1 ADR represents 1 ordinary shares of UBM. The ADRs are traded on the over-the-counter Pink Marketplace. The trading symbol for the ADRs is UBMPY and the ISIN is US90265U2033.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published subject to certain restrictions relating to persons resident in restricted jurisdictions on the UBM website (www.ubm.com) and the Informa website (www.informa.com) by no later than midday London time on the business day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional information

Credit Suisse International ('Credit Suisse'), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for UBM and no one else in connection with the matters set out in this Announcement 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 the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ('J.P. Morgan Cazenove'), is authorised in the United Kingdom by the Prudential Regulation Authority (the 'PRA') and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser exclusively for UBM and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than UBM for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

Centerview Partners UK LLP ('Centerview Partners'), which is authorised and regulated by the FCA, is acting as joint financial adviser to Informa and no one else in connection with the matters referred to in this announcement. Centerview Partners is not and will not be responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to in this announcement.

BofA Merrill Lynch, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Informa and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Barclays Bank PLC, acting through its Investment Bank ('Barclays'), which is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as joint financial adviser exclusively for Informa and no one else in connection with the Proposed Combination and will not be responsible to anyone other than Informa for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Proposed Combination or any other matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Informa securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

N.M. Rothschild & Sons Limited ('Rothschild'), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to the Board of Informa and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the contents of this document or any matter referred to herein.

This announcementis not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.