Acquisition of Advanstar and Rights Issue

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEWZEALAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DOSO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS ORPROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OFNEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS ATERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAIDRIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATIONCONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS, AVAILABLE FROMTHE REGISTERED OFFICE OF UBM PLC AND ON ITS WEBSITE AT WWW.UBM.COM. FOR IMMEDIATE RELEASE 25 November 2014 Acquisition of Advanstar and related Rights Issue On 6 November 2014, UBM plc ("UBM" or the "Company") announced that it was toundertake a rights issue to raise gross proceeds of approximately £565 millionto part fund the proposed acquisition of the entire issued and outstandingcapital stock of VSS-AHC Consolidated Holdings Corp. (also known as AdvanstarCommunications) ("Advanstar") (the "Rights Issue"). Since the above announcement, the Company has allotted and issued an additional21,213 ordinary shares (with a nominal value of 10 pence each) with votingrights to various employees pursuant to UBM's Sharesave Plan 2008 andInternational Sharesave Plan 2004. This will, as contemplated by the Company'sprospectus dated 6 November 2014 (the "Prospectus") relating to the RightsIssue, increase the size of the Rights Issue by a further 16,970 ordinaryshares. As a result, as at the close of business on 24 November 2014, the record datefor the Rights Issue, the Company had 245,918,067 ordinary shares with votingrights in issue. The Rights Issue will therefore result in the issue of196,734,453 new ordinary shares (representing approximately 80 per cent. of theexisting issued share capital of UBM and 44.4 per cent. of the enlarged issuedshare capital immediately following completion of the Rights Issue). The RightsIssue is fully underwritten. As previously announced, a general meeting is to be held at 60 VictoriaEmbankment, London, EC4Y 0JP at 9.30 a.m. on 26 November 2014. The Prospectus is available for inspection at www.morningstar.co.uk/uk/NSM, andalso available on the Company's website: www.ubm.com. For further information please contact: UBM plcPeter Bancroft (Director of Communications) [email protected] / +44(0) 207 921 5961Kate Postans (Head of Investor Relations) [email protected]/ +44(0) 207 921 5023 BrunswickJon Coles, Andy Rivett-Carnac & Craig Breheny [email protected] / +44(0) 207 404 5959 IMPORTANT NOTICE This announcement has been issued by, and is the sole responsibility of, UBMplc ("UBM"). No representation or warranty, express or implied, is or will bemade by, or in relation to, and no responsibility or liability is or will beaccepted by any advisor to UBM or by any of their affiliates or agents as to orin relation to the accuracy or completeness of this announcement or any otherwritten or oral information made available to or publicly available to anyinterested party or its advisers, and any responsibility or liability thereforeis expressly disclaimed. This announcement is not a prospectus but an advertisement and investors shouldnot acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Sharesreferred to in this announcement except on the basis of the informationcontained in the Prospectus published by UBM in connection with the RightsIssue. A copy of the Prospectus is available from the registered office of UBM and onUBM's website at www.ubm.com. However, the Prospectus is not, subject tocertain exceptions, available (whether through the website or otherwise) toShareholders in the United States, Australia, Canada, Japan, New Zealand, SouthAfrica or any jurisdiction in which it would be unlawful to do so (each an"Excluded Territory"). Neither the content of UBM's website nor any website accessible by hyperlinkson UBM's website is incorporated in, or forms part of, this announcement. TheProspectus gives further details of the New Ordinary Shares, the Nil PaidRights and the Fully Paid Rights being offered pursuant to the Rights Issue. The distribution of this announcement into jurisdictions other than the UnitedKingdom may be restricted by law, and, therefore, persons into whose possessionthis announcement comes should inform themselves about and observe any suchrestrictions. Any failure to comply with any such restrictions may constitute aviolation of the securities laws of such jurisdiction. In particular, subjectto certain exceptions, this announcement, the Prospectus and the ProvisionalAllotment Letters should not be distributed, forwarded to or transmitted in orinto the United States or any other Excluded Territory. This announcement is for information purposes only and is not intended to anddoes not constitute or form part of any offer or invitation to purchase orsubscribe for, or any solicitation to purchase or subscribe for, Nil PaidRights, Fully Paid Rights or New Ordinary Shares or to take up any entitlementsto Nil Paid Rights in any jurisdiction. No offer or invitation to purchase orsubscribe for, or any solicitation to purchase or subscribe for, Nil PaidRights, Fully Paid Rights or New Ordinary Shares or to take up any entitlementsto Nil Paid Rights will be made in any jurisdiction in which such an offer orsolicitation is unlawful. The information contained in this announcement is notfor release, publication or distribution to persons in the United States or anyother Excluded Territory, and should not be distributed, forwarded to ortransmitted in or into any jurisdiction, where to do so might constitute aviolation of local securities laws or regulations. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and theProvisional Allotment Letters have not been and will not be registered underthe Securities Act or under any securities laws of any state or otherjurisdiction 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 ina transaction not subject to the registration requirements of the SecuritiesAct and in compliance with any applicable securities laws of any state or otherjurisdiction of the United States. There will be no public offer of the NilPaid Rights, the Fully Paid Rights or the New Ordinary Shares in the UnitedStates. The information in this announcement may not be forwarded or distributed to anyother person and may not be reproduced in any manner whatsoever. Anyforwarding, distribution, reproduction, or disclosure of this information inwhole or in part is unauthorised. Failure to comply with this directive mayresult in a violation of the Securities Act or the applicable laws of otherjurisdictions. This announcement does not constitute a recommendation concerning anyinvestor's options with respect to the Rights Issue. The price and value ofsecurities can go down as well as up. Past performance is not a guide to futureperformance. The contents of this announcement are not to be construed aslegal, business, financial or tax advice. Each Shareholder or prospectiveinvestor 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 doesnot contain or constitute an offer for sale or the solicitation of an offer topurchase securities in the United States. Any securities referred to hereinhave not been and will not be registered under the Securities Act, and may notbe offered or sold in the United States absent registration under theSecurities Act or an available exemption from, or transaction not subject to,the registration requirements of the Securities Act.