Acquisition Of Advanstar Communications 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANYJURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANTNOTICE 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 SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM ORCONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADEONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCEINTO THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWINGPUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF UBM PLC AND ON ITSWEBSITE AT WWW.UBM.COM. 1 October 2014 For Immediate Release UBM PLC PROPOSED ACQUISITION OF ADVANSTAR COMMUNICATIONS AND FULLY UNDERWRITTEN RIGHTS ISSUE Summary * UBM plc ("UBM", or the "Company") announces the proposed acquisition of the entire issued and outstanding capital stock of VSS-AHC Consolidated Holdings Corp (also known as Advanstar Communications) ("Advanstar") from the current shareholders of Advanstar for a total cash consideration of US$972 million (£599 million)1 (the "Acquisition") * The UBM Directors believe the Acquisition is a compelling opportunity to acquire a large portfolio of high quality, `must-attend' events, with strong brands and leading positions in Fashion, Licensing, Life Sciences and Powersports2 * The Acquisition: * + brings UBM market leadership in a new vertical, becoming the #1 player in Fashion industry events in the US by share of unique exhibitors3 + makes UBM the #1 events business in the US by 2013 revenue4 + adds 5 highly profitable events which would rank among UBM's 2013 Top 20 by revenue + balances UBM's emerging markets portfolio, aligning UBM's Events business with the global events market + increases UBM's focus on events, raising 2013 Events revenue from £463 million5 by a further £135 million6 * The Acquisition is financially attractive: * + expected to be immediately EPS accretive7 in 2015, even pre-synergies + strong returns for shareholders - ROI8 is expected to exceed UBM's WACC9 in the first full year following Completion + releases material operating synergies with a straightforward integration plan + significant tax benefits through efficient structure and use of UBM tax losses + financing mix improves UBM's balance sheet flexibility * Advanstar is an events and marketing services business serving business professionals and consumers in the Fashion, Licensing, Life Sciences and Powersports industries * + Advanstar operates 54 tradeshows and approximately 100 conferences. The tradeshows occupy approximately 400,000 net square metres of exhibition space annually and include leading fashion events such as MAGIC Marketplace (held in Las Vegas) and Fashion Coterie (held in New York). Advanstar also offers 30 publications and 194 supporting websites and digital products + Advanstar is one of the largest tradeshow operators in the US, with a portfolio of events that includes the two largest independently-owned tradeshows in the US10 + Advanstar's profitable print and innovative digital businesses are appropriately aligned to its events business + Advanstar is headquartered in California and has 555 employees (as at 31 August 2014) * Advanstar's CEO, Joe Loggia, will continue to manage the Advanstar business within UBM and will report directly to UBM CEO Tim Cobbold for a transitional period * The consideration and UBM's transaction expenses will be financed from a planned £563 million Rights Issue and a new US$100 million UBM bridge facility * Clearly identified cost synergies of approximately US$10 million (£6 million)1 per annum (estimated in third full year) * The transaction is expected to allow UBM to reduce financial leverage with an immediate reduction in net debt/EBITDA * The Acquisition is classified under the Listing Rules as a Class 1 transaction and accordingly is conditional on the approval of Shareholders at the General Meeting expected to be held in November 2014 * The Rights Issue is expected to be launched in November 2014, subject to the approval of the Acquisition by Shareholders * In advance of the launch of the Rights Issue, UBM will host a Capital Markets Day at which CEO Tim Cobbold will set out UBM's strategy for growth and delivering shareholder value Commenting on the Acquisition, Tim Cobbold, Chief Executive Officer of UBM plc,said: "This is a great acquisition for UBM and its shareholders. In addition to beingfinancially attractive, it strengthens UBM's core events business whilebalancing and complementing UBM's strong events portfolio in emerging markets.UBM will become the largest events organiser in the US - the biggest eventsmarket in the world. Advanstar gives UBM a portfolio of high quality, large scale `must-attend'events which serve growing markets, particularly the US fashion industry, a newvertical for UBM. I look forward to working closely with Advanstar's CEO Joe Loggia and hisstrong management team in the coming months." Also commenting on the Acquisition, Joe Loggia, Chief Executive Officer ofAdvanstar Communications, said: "We are pleased to be joining UBM and to be combining our highly complementarybusinesses, talented people and customer-focused cultures. With greater scale,as the largest organiser in the US, and with access to international markets,the combined company will be strongly positioned for continued growth." This summary should be read in conjunction with the full text of thisannouncement. Conference call and webcast details An analyst and investor call will be held at 8.30 a.m. (BST) today. Details ofthe call can be found by using the following link: http://www.ubm.com A recording of the conference call will be available later today, after theconclusion of the call, available on our website as above. Enquiries UBM plc Peter Bancroft (Media, UBM plc) +44(0) 207 921 5961 Chris Barrie / Angharad Couch / Jos Bieneman (Media, +44(0) 796 872 7289Citigate Dewe Rogerson) / +44(0) 207 638 9571 Chantal Bradford (Investor Relations, UBM plc) +44(0) 207 921 5943 J.P. Morgan Cazenove (Sole Financial Adviser, Sole Sponsor and CorporateBroker to UBM) Hugo Baring +44(0) 207 134 4283 Nicholas Hall +44(0) 207 134 3339 Thomas White +44(0) 207 134 7358 Credit Suisse (Corporate Broker to UBM) Stuart Field +44(0) 207 883 3083 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 J.P. Morgan Cazenove or Credit Suisse (each as defined below) or byany of their respective affiliates or agents or by any advisor to UBM or by anyof their affiliates or agents as to or in relation to the accuracy orcompleteness of this announcement or any other written or oral information madeavailable to or publicly available to any interested party or its advisers, andany responsibility or liability therefore is expressly disclaimed. This announcement is not a prospectus but an advertisement and investors shouldnot acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to inthis announcement except on the basis of the information contained in theProspectus to be published by UBM in connection with the Rights Issue. Theinformation contained in this announcement is for background purposes only anddoes not purport to be full or complete. The information in this announcementis subject to change. A copy of the Prospectus when published will be available from the registeredoffice of UBM and on UBM's website at www.ubm.com provided that the Prospectuswill not, subject to certain exceptions, be available (whether through thewebsite or otherwise) to Shareholders in the United States, Australia, Canada,Japan 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 will give further details of the New Shares, the Nil Paid Rights andthe 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 (once published) andthe Provisional Allotment Letters (once printed) should not be distributed,forwarded to or transmitted in or into the United States or any other ExcludedTerritory. 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 Shares or to take up any entitlements to NilPaid 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 Shares or to take up any entitlements to NilPaid 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 Shares and the ProvisionalAllotment Letters have not been and will not be registered under the SecuritiesAct or under any securities laws of any state or other jurisdiction of theUnited States and may not be offered, sold, taken up, exercised, resold,renounced, transferred or delivered, directly or indirectly, within the UnitedStates except pursuant to an applicable exemption from or in a transaction notsubject to the registration requirements of the Securities Act and incompliance 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 Shares in the United States. 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. To the extent available, the industry and market data contained in thisannouncement has come from official or third party sources. Third partyindustry publications, studies and surveys generally state that the datacontained therein have been obtained from sources believed to be reliable, butthat there is no guarantee of the accuracy or completeness of such data. TheCompany has not independently verified the data contained therein. In addition,certain industry and market data contained in this announcement come from theCompany's own internal research and estimates based on the knowledge andexperience of the Company's management in the market in which the Companyoperates. While the Company believes that such research and estimates arereasonable and reliable, they, and their underlying methodology andassumptions, have not been verified by any independent source for accuracy orcompleteness and are subject to change without notice. Accordingly, unduereliance should not be placed on any of the industry or market data containedin this announcement. Notice to all investors J.P. Morgan Securities plc, which conducts its UK investment banking businessesas J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised in the UK by thePrudential Regulatory Authority and regulated in the UK by the PrudentialRegulatory Authority and the Financial Conduct Authority, is acting exclusivelyfor UBM and no one else in connection with the Rights Issue and will not regardany other person as its respective clients in relation to the Rights Issue andwill not be responsible to any person other than UBM for providing theprotections afforded to clients of J.P. Morgan Cazenove, nor for providingadvice in relation to any matters referred to herein. J.P. Morgan Limited, which conducts its UK investment banking businesses asJ.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised and regulatedin the UK by the Financial Conduct Authority, is acting exclusively for UBM andno one else in connection with the Acquisition and will not regard any otherperson as its respective clients in relation to the Acquisition and will not beresponsible to any person other than UBM for providing the protections affordedto clients of J.P. Morgan Cazenove, nor for providing advice in relation to orany other matters referred to herein. For the purposes of this announcement,references to "J.P. Morgan Cazenove" are to both J.P. Morgan Limited and/orJ.P. Morgan Securities plc, as appropriate. Credit Suisse Securities (Europe) Limited ("Credit Suisse") is authorised inthe UK by the Prudential Regulatory Authority and regulated in the UK by thePrudential Regulatory Authority and the Financial Conduct Authority, is actingexclusively for UBM and no one else and will not regard any other person as itsclient in relation to the matters referred to herein and will not beresponsible to any person other than UBM for providing the protections affordedto clients of Credit Suisse, nor for providing advice in relation to any of thematters referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposedon J.P. Morgan Cazenove or Credit Suisse under FSMA or the regulatory regimeestablished thereunder, J.P. Morgan Cazenove and Credit Suisse accept noresponsibility whatsoever for the contents of this announcement, including itsaccuracy, completeness or verification or for any other statement made orpurported to be made by it, or on its behalf, in connection with UBM, the NilPaid Rights, the Fully Paid Rights, the New Shares, the Acquisition or theRights Issue or any other matter referred to herein. Subject to applicable law,each of J.P. Morgan Cazenove and Credit Suisse accordingly disclaims, to thefullest extent permitted by law, all and any liability whether arising in tort,contract or otherwise (save as referred to above) which it might otherwise havein respect of this announcement or any such statement. No person has been authorised to give any information or to make anyrepresentation other than those contained in this announcement and theProspectus and, if given or made, such information or representations must notbe relied on as having been authorised by J.P. Morgan Cazenove or CreditSuisse. Subject to the Listing Rules, the Prospectus Rules and the Disclosureand Transparency Rules, the issue of this announcement shall not, in anycircumstances, create any implications that there has been no change in theaffairs of UBM since the date of this announcement or that the information init is correct as at any subsequent date. J.P. Morgan Cazenove may, in accordance with applicable laws and regulations,engage in transactions in relation to the Provisional Allotment Letters, theNil Paid Rights, the Fully Paid Rights, the New Shares and/or relatedinstruments for their own account for the purpose of hedging their underwritingexposure or otherwise. Except as required by applicable laws or regulations,J.P. Morgan Cazenove does not propose to make any public disclosure in relationto such transactions. Cautionary statement regarding forward-looking statements This announcement may contain certain forward-looking statements, beliefs oropinions, with respect to the financial condition, results of operations andbusiness of UBM, VSS-AHC Consolidated Holdings Corp ("Advanstar") and UBM andits subsidiary undertakings, and, where the context requires, its associatedundertakings, following the acquisition of Advanstar (the "Enlarged Group"). These statements, which contain the words "anticipate", "believe", "intend","estimate", "expect", "may", "will", "seek", "continue", "aim", "target","projected", "plan", "goal," "achieve" and words of similar meaning, reflectthe Company's beliefs and expectations and are based on numerous assumptionsregarding the Company's present and future business strategies and theenvironment the Company and the Enlarged Group will operate in and are subjectto risks and uncertainties that may cause actual results to differ materially.No representation is made that any of these statements or forecasts will cometo pass or that any forecast results will be achieved. Forward-lookingstatements involve inherent known and unknown risks, uncertainties andcontingencies because they relate to events and depend on circumstances thatmay or may not occur in the future and may cause the actual results,performance or achievements of the Company or the Enlarged Group to bematerially different from those expressed or implied by such forward lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the Company's or the Enlarged Group's ability to control or estimateprecisely, such as future market conditions, currency fluctuations, thebehaviour of other market participants, the actions of regulators and otherfactors such as the Company's or the Enlarged Group's ability to continue toobtain financing to meet its liquidity needs, changes in the political, socialand regulatory framework in which the Company or Advanstar operates or ineconomic or technological trends or conditions. Past performance of the Companyor Advanstar cannot be relied on as a guide to future performance. As a result,you are cautioned not to place undue reliance on such forward-lookingstatements. The list above is not exhaustive and there are other factors thatmay cause the Company's or the Enlarged Group's actual results to differmaterially from the forward-looking statements contained in this announcementForward-looking statements speak only as of their date and the Company, itsparent and subsidiary undertakings, the subsidiary undertakings of such parentundertakings, J.P. Morgan Cazenove and Credit Suisse and any of theirrespective directors, officers, employees, agents, affiliates or advisersexpressly disclaim any obligation to supplement, amend, update or revise any ofthe forward-looking statements made herein, except where it would be requiredto do so under applicable law. You are advised to read this announcement and, once published, the Prospectusin their entirety for a further discussion of the factors that could affect theCompany's future performance. In light of these risks, uncertainties andassumptions, the events described in the forward-looking statements in thisannouncement may not occur. No statement in this announcement is intended as a profit forecast or a profitestimate and no statement in this announcement should be interpreted to meanthat earnings per share of UBM for the current or future financial years wouldnecessarily match or exceed the historical published earnings per share of UBM. UBM PLC PROPOSED ACQUISITION OF ADVANSTAR COMMUNICATIONS AND FULLY UNDERWRITTEN RIGHTS ISSUE 1. Introduction UBM plc today announces the proposed acquisition of the entire issued andoutstanding capital stock of VSS-AHC Consolidated Holdings Corp (also known asAdvanstar Communications) ("Advanstar") from its current shareholders for atotal consideration in cash of US$972 million (£599 million)1 (the"Acquisition"). The UBM Directors believe the Acquisition is a compellingopportunity to acquire a large portfolio of high quality, `must-attend' events,with a strong brand and leading positions in Fashion, Licensing, Life Sciencesand Powersports.2 Advanstar's events business owns a large and diverse portfolio of events thatgenerated approximately US$211 million11 of revenue in 2013. The portfolioincludes 54 tradeshows with market leading positions in Fashion, Licensing,Life Sciences, and Powersports, with nearly 20,000 annual exhibitors and over400,000 annual attendees. Five of Advanstar's events would rank among the top20 events in UBM's 2013 portfolio based on revenue. Advanstar's events businessprimarily operates in the attractive, growing and profitable US events market. The Advanstar events business is especially strong in fashion, with the MAGICand Fashion - New York portfolios. The MAGIC events are the two largestindependently-owned (not owned by industry associations or events venues)tradeshows in the US. MAGIC events showcase over 8,000 annual exhibitors,attracting over 60,000 retailers and encompassing approximately 190,000 netsold square metres of exhibition space across the two annual shows. The Fashion- New York portfolio comprises 16 category-focused selling events heldthroughout the year to remain at the forefront of fashion trends. The eventshost over 6,000 annual exhibitors who occupy approximately 90,000 net soldsquare metres of exhibition space annually, attracting over 50,000 annualretailers. Advanstar's print business is profitable and has attractive margins. Itgenerated approximately US$60 million11 of revenue in 2013 and is focused onLife Sciences, comprising Healthcare, Pharmaceutical, Vet and Dental. Advanstarwas the largest B2B medical publisher in the US in 2013.12 Advanstar also ownspublications that target the Licensing, Automotive and Powersports industries. Advanstar's digital business complements its print and events businesses andgenerated approximately US$19 million11 of revenue in 2013. The digitalbusiness model expands across digital information delivery, web communities anddigital marketplaces, through investment in the creation of innovativeplatforms. As described in section 11 below, UBM proposes to undertake a Rights Issue toraise approximately £563 million of gross proceeds to part fund the cashconsideration for Advanstar and UBM's transaction expenses. The Rights Issue isexpected to be launched in November 2014, subject to the approval of theAcquisition by Shareholders at the General Meeting. The Acquisition is classified under the Listing Rules as a Class 1 transactionand accordingly is conditional on the approval of Shareholders at the GeneralMeeting, expected to be held in November 2014. 2. Reasons for the Acquisition The Acquisition by UBM of Advanstar, the third largest player by 2013 revenuein the US events market,4 creates the largest events business in the US byrevenue,4 complementing UBM's existing emerging market portfolio. UBM gainsmarket leadership in the Fashion vertical and adds 5 events to UBM's 2013 top20 portfolio by revenue. The Acquisition is financially attractive forshareholders, expected to be immediately EPS accretive7 with an ROI8 greaterthan UBM's WACC9 in the first full year following Completion. Finally, theAcquisition deleverages UBM's balance sheet, leaving UBM in a materiallyimproved financial position to take advantage of future strategic opportunitiesto drive organic and inorganic growth. * Market leader in a new vertical: Advanstar is well positioned within the Fashion events category, with clear market leadership across various categories (including Sourcing, Footwear, Accessories and Women's).13 The fashion industry is expected to grow at 5.2% per annum in the US,14 driven by favourable trends including improving retail sales post recession, blurring of seasons and shortening sales cycles and increasing opportunities for emerging brands. Leading Fashion tradeshows such as Advanstar's are poised to benefit from these positive industry dynamics. Advanstar's fashion portfolio tradeshows are `must-attend' events for buyers, distributors and other industry professionals due to their scale and the amount of business they generate for exhibitors and attendees. * Creates the #1 events business in the US: Combined, UBM and Advanstar would be the largest events business in the US by 2013 revenue. The US is the world's largest events market. This market is expected to grow at an average annual rate of approximately 4.1% per annum between 2014-2018.4 The US events market is highly fragmented, allowing the combined UBM and Advanstar business to serve as an effective and scalable platform for further consolidation through opportunistic acquisitions. * Adds 5 highly profitable events which would rank among UBM's 2013 Top 20 by revenue: UBM's larger shows generally have higher margins and benefit from scale. * Balances emerging market portfolio: With the Acquisition of Advanstar, the proportion of events revenue which UBM generates in the US is expected to be aligned with the US's share of the global events market. UBM has focused on emerging markets due to their high growth potential, with 46% of events revenue in 2013 coming from emerging markets. Expanding in the US would enhance the geographic mix of UBM's events portfolio through diversification, an expanded customer base, and increased exposure to the more stable yet still growing US market. * Increases focus on events: Events remain an attractive strategic priority for UBM. Advanstar runs 54 tradeshows and approximately 100 conferences, with approximately 400,000 net square metres of annual exhibition space, nearly 20,000 annual exhibitors and over 400,000 attendees annually. * Financially attractive - expected to be EPS accretive with strong returns for shareholders: Management expects the Acquisition to be EPS accretive7 in 2015 and for ROI8 to exceed UBM WACC9 in the first full year following Completion. * Releases material operating synergies: Estimated run-rate cost synergies of approximately US$10 million (£6 million)1 per annum, in the third year. These are clearly identified and expected to be achieved through a straightforward integration plan. The Advanstar team will report to UBM CEO Tim Cobbold, with Joe Loggia, Advanstar's CEO, staying in the business for a transitional period. Advanstar's management team will be incentivised to drive continued performance and synergies. Integration costs are estimated to be approximately US$33 million (£20 million)1 over the next two years. Although new revenue opportunities do exist, the near-term focus will be on the US market, so no revenue synergies are currently assumed. * Efficient tax structure: The acquisition structure and accelerated use of UBM tax losses drive a significant reduction in income tax on Advanstar profit. As a result, tax on Advanstar profits is expected to be very low. * Financing mix strengthens balance sheet flexibility: The Acquisition will be funded through a planned Rights Issue to raise approximately £563 million and a new UBM bridge facility of US$100 million, which will provide UBM with a stronger financial footing, allowing UBM to delever compared to its current financial position. * Builds on track record of value-enhancing acquisitions: UBM has a track record of making value-enhancing acquisitions to build its events portfolio, such as the Canon Communications acquisition in 2010. The Acquisition of Advanstar continues UBM's strategy of investing to establish strong positions in B2B markets that provide valuable opportunities for profitable growth. 3. Voting The Directors of UBM have undertaken in the Securities Purchase Agreement thatthey intend to unequivocally recommend that the shareholders of UBM vote infavour of the Resolutions at the General Meeting when convened. 4. Summary information on UBM UBM is a global events-led marketing and communications services business whichemploys around 5,000 people in more than 20 countries worldwide. Headquarteredin London, United Kingdom, UBM is a member of the FTSE 250 index and had amarket capitalisation of approximately £1,434 million as at the close ofbusiness on 30 September 2014. Strategy In advance of the launch of the Rights Issue, UBM will host a Capital MarketsDay at which CEO Tim Cobbold will set out UBM's strategy for growth anddelivering shareholder value. The presentation will cover each of UBM'sbusiness segments, as below: * Events - analysis of growth drivers; programme for operational improvements; explanation of UBM's geographical and vertical focuses; investment and returns criteria and policy * Other Marketing Services - analysis of the complementarities between UBM's Events and Other Marketing Services activities; strategy to improve alignment * PR Newswire - analysis of PR and workflow market developments The strategy presentation will also cover UBM's financial strategy. Events UBM is one of the world's largest event organisers, operating more than 300tradeshows and other live `in person' events serving a wide range ofindustries. UBM's position in the global events market is underpinned by itsevents portfolio's bias towards large tradeshows which provide one of the mosteffective environments for creating B2B opportunities for customers. UBM'sevents portfolio is well distributed geographically, weighted towards emergingmarkets. Other Marketing Services UBM also provides a range of print and online marketing services which areincreasingly oriented towards supporting its events portfolio. In 2013, printactivities accounted for approximately 4% of UBM's revenues compared to 58% in2004. This percentage will reduce further in 2014 based on disposals anddiscontinuations made during 2013. Revenues generated from online activitiesnow account for 12% of UBM revenues. PR Newswire UBM's PR Newswire business provides communications products and services toprofessionals working in marketing, public relations, corporate communicationsand investor relations roles. PR Newswire has a leading market share in the US,when measured by the number of press releases. Almost 50% of PR Newswirerevenues are generated through distribution in the US. UBM's position in thiscore distribution market continues to be very strong, particularly in the morevaluable `premium' section of the market. PR Newswire's other revenues aregenerated from a variety of products and services across Continental Europe,Asia and Latin America. 5. Summary information on Advanstar Overview of Advanstar Advanstar is an events and marketing services business that serves businessprofessionals and consumers in the Fashion, Licensing, Life Sciences, andPowersports industries. Advanstar is one of the largest US tradeshow operatorsand holds market-leading positions in key tradeshow industries includingFashion, Licensing, and Powersports.2 Advanstar has 555 employees in NorthAmerica and Europe and is headquartered in Santa Monica, with additionaloffices in the US and UK. Advanstar owns and operates a portfolio of 54 tradeshows, approximately 100conferences, 30 publications and 194 electronic products and websites.Advanstar also offers a variety of educational and direct marketing productsand services to the Fashion, Licensing, Life Sciences and Powersportsindustries. The key Advanstar brands include MAGIC Marketplace, Licensing Expo,CBI, the Progressive International Motorcycle Shows, Coterie, AccessorieCircuit, Intermezzo Collections, Children's Club and ENK Vegas. Advanstar hasfive business segments, Fashion - MAGIC, Fashion - New York, Life Sciences(which comprises Pharmaceutical, Healthcare, Vet, and Dental), Licensing, andPowersports. Key shows Advanstar runs a number of the `must-attend' events in the US including MAGICand its Fashion - New York portfolio. * MAGIC is one of the world's most comprehensive apparel, footwear and accessories trade events, connecting over 8,000 annual exhibitors and over 60,000 annual retailers with visitors from more than 80 countries, across approximately 190,000 net sold square metres of exhibition space annually, with shows held twice each year. A wide number of choices, categories, brands and access to critical business information drive thousands of key retailers, influencers and press to attend MAGIC, held each February and August in Las Vegas at the Mandalay Bay Convention Center and the Las Vegas Convention Center. * The 16 Fashion - New York events cover all major fashion categories - men's, women's and children's apparel, accessories and footwear. The company's New York presence is centered around its ENK group, which for over 30 years has run the leading tradeshows in New York for contemporary women's and children's fashion. Advanstar also owns Project NYC, the leading events for contemporary men's fashion. Held throughout the year at the Jacob Javits Convention Center and Pier 92 / 94, several of Advanstar's New York fashion shows are leaders in their segments, and together the events draw 6,000 annual exhibitors and 50,000 annual retailers. 6. Financial information on Advanstar15 1. Summary adjusted financial information Adjusted full year financials (US GAAP) (US$, in millions) 31 Dec 11 31 Dec 12 31 Dec 13 Adjusted revenue 27816 28517 291 Adjusted EBITDA 7018 7419 83 2. Summary audited US GAAP financial information The following consolidated financial information has been extracted from theaudited US GAAP statutory accounts of Advanstar for the year ended 31 December2013. Audited full year financials (US GAAP) (US$, in millions) 31 Dec 13 Revenue 295 Profit before tax (1) Gross assets 589 In accordance with the Listing Rules, the Prospectus, when published, willinclude full audited historic three year financial information on Advanstar inIFRS, in a form consistent with the accounting policies adopted by UBM in itsown annual consolidated accounts. Such IFRS financial information will differfrom the summary financial information on Advanstar set out in this section 6and in Appendices III and IV. 7. Forward-looking statements in relation to the Acquisition Certain UBM forward-looking statements in relation to the Acquisition in thisannouncement (notably in relation to earnings accretion, ROI and leverage) havebeen based on non-IFRS financial projections on Advanstar. These statements maybe subject to amendment by UBM in the Prospectus when such statements are basedon Advanstar financial projections under IFRS or IFRS-consistent accountingpolicies adopted by UBM in its own internal Group projections. 8. Summary of the key terms of the Acquisition Under the terms of the Securities Purchase Agreement, the Company will acquirethe entire issued and outstanding capital stock of Advanstar under Delawarestate law. The aggregate amount payable by UBM for the Acquisition will beUS$972 million (£599 million)1 in cash, subject to certain agreed uponadjustments (including with respect to cash, working capital, indebtedness andother expenses). At Completion, Advanstar will become an indirect wholly ownedsubsidiary of UBM. The Securities Purchase Agreement contains customary representations andwarranties, covenants, undertakings and conditions for a transaction of thisnature. Advanstar and its shareholders have agreed not to solicit competingproposals or provide confidential information or engage in discussions withthird parties regarding a competing proposal. Following Completion, the formershareholders of Advanstar have agreed to indemnify UBM and Advanstar for, amongother things, breaches of representations, warranties and covenants made byAdvanstar or such shareholders, subject to certain agreed upon limitations. Completion of the Acquisition will be subject to certain conditions, including: * The approval of the Acquisition (as a Class 1 transaction under the Listing Rules) by a majority of votes cast by Shareholders at the General Meeting; * Rights Issue authorities being approved by Shareholders at the General Meeting such that the Rights Issue can be implemented; and * Expiration of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act (US). The Securities Purchase Agreement contains certain termination rights for eachof Advanstar and UBM. The Securities Purchase Agreement provides for a long-stop termination date ofMarch 30, 2015. 9. Break fees UBM can be required to pay a break fee to Advanstar in an amount equal to 1percent of UBM's market capitalisation, measured as at 30 September 2014,equivalent to approximately £14.3 million (US$23.2 million)1 if UBM fails tocomplete the Acquisition within the time period specified in the SecuritiesPurchase Agreement due to a failure of the debt financing or the Rights Issue,upon the failure of UBM's shareholders to approve the transaction or upon anadverse change in the recommendation of the transaction by UBM's Board ofDirectors or following certain other breaches of the Securities PurchaseAgreement by UBM. Alternatively, Advanstar's shareholders can also seekspecific performance to compel UBM to complete the Acquisition in certaincircumstances. 10. Financing of the Acquisition The consideration to be paid by UBM at Completion will be US$972 million (£599million).1 This consideration and UBM's transaction expenses will be financedfrom the £563 million gross proceeds of the Rights Issue and a new US$100million UBM bridge facility with an initial 9 month term and an ability for UBMto extend for a further 9 months. Appropriate foreign exchange hedgingarrangements with respect to the Acquisition consideration are being put inplace by UBM. The mix of debt and equity financing for the Acquisition is driven by creditrating and capital structure considerations. The financing plan is expected to have a deleveraging impact upon UBM. 11. Rights Issue With respect to the Rights Issue, which is expected to raise approximately £563million of gross proceeds, UBM has entered into a fully underwritten StandbyAgreement with J.P. Morgan Cazenove. The Standby Agreement is expected toremain in place until the publication of the Prospectus, at which point theUnderwriting Agreement will replace the Standby Agreement. The StandbyAgreement provides that the issue price of the Shares to be issued inconnection with the Rights Issue will be agreed by UBM and J.P. Morgan Cazenoveat the time the Prospectus is published and will be set out in the UnderwritingAgreement. The Standby Agreement contains customary representations andwarranties, undertakings and conditions. If the Rights Issue were to proceed but the Acquisition does not complete, UBMcommits to return the Rights Issue proceeds to Shareholders. 12. Dividends The Board intends to continue with its current policy of paying dividends on aprogressive basis, targeting 2x dividend cover through-the-cycle, following theproposed Acquisition of Advanstar. Future dividend payments per Share will beadjusted to take account of the enlarged number of Shares that will be in issuefollowing the Rights Issue and the Acquisition. 13. Management and employees The Board attaches great importance to the skills and experience of themanagement and employees of Advanstar and believes that they will be animportant factor for the success of the Enlarged Group. Advanstar's CEO, JoeLoggia, will continue to manage the Advanstar business under UBM and willreport directly to UBM CEO Tim Cobbold for a transitional period. 14. Expected timetable of principal events Date Event 1 October 2014 Transaction announcement October/November 2014 UBM Capital Markets Day November 2014 Prospectus and Circular published and posted to Shareholders November 2014 EGM to approve the Rights Issue authorities and the Acquisition November 2014 Expected launch of the Rights Issue December 2014 Expected completion of the Rights Issue December 2014 Regulatory approvals and anti-trust clearances / client consents December 2014 Expected completion of the Acquisition APPENDIX I - KEY NOTES 1. Converted at an FX rate of 1.6219 US$/£ as at 30 September 2014 2. Based on share of unique exhibitors for Fashion, exhibit space for Licensing and Powersports, and number of events for Life Sciences 3. Based on share of unique exhibitors, as per Advanstar information 4. AMR International Ltd (2014), The global exhibition organising market: assessment and forecast to 2018 5. UBM 2013 Events revenue reported under IFRS 6. Advanstar 2013 Events revenue reported under US GAAP; converted at an FX rate of 1.5657 US$/£, average exchange rate as per UBM Annual Report 2013; Advanstar financials will be re-stated according to UBM's accounting policies for inclusion in the Prospectus 7. Expected to be accretive to EPS in 2015, even pre-synergies; EPS defined as adjusted earnings per share excluding amortisation of intangible assets arising on acquisitions, deferred tax on amortisation of intangible assets, exceptional items and net financing expense adjustments 8. ROI defined as post tax adjusted operating profit (excluding amortisation of intangible assets arising on acquisitions, exceptional items and share of taxation on joint ventures and associates) divided by transaction value (including fees and total integration costs) 9. UBM WACC of 8.5%; ROI as defined in note 8 expected to exceed this in the first full year following Completion 10. Tradeshows not owned by industry associations or events venues 11. Total Advanstar revenue includes US$0.4 million of Shared Services revenue which is excluded from the breakdown between events, print and digital; Shared Services revenue is derived from centralised operations that are not specific to a segment or media type; US GAAP; adjusted revenue reflects certain adjustments made by Advanstar management; differs from audited results; see Appendix III for an explanation of adjustments and for reconciliation of adjusted revenue to reported revenue 12. By advertising revenue, as per Advanstar information 13. Based on share of unique exhibitors, as per Advanstar information 14. CAGR from 2012-17 for US apparel, accessories and luxury goods sales (Source: MarketLine) 15. These numbers are presented in accordance with US GAAP and are likely to be amended when converted into IFRS and/or IFRS-consistent accounting policies adopted by UBM for inclusion in the Prospectus and Circular to be prepared in connection with the Rights Issue 16. Presented for illustrative purposes only, representing mathematical addition of Advanstar's and ENK's revenue for 2011 and certain adjustments made by Advanstar management; differs from audited results; ENK is a fashion events business that Advanstar acquired on 14 December 2012; see Appendix III for an explanation of adjustments and for reconciliation of adjusted revenue to reported revenue 17. Presented for illustrative purposes only, representing mathematical addition of Advanstar's and ENK's revenue for 2012 and certain adjustments made by Advanstar management; differs from audited results; ENK is a fashion events business that Advanstar acquired on 14 December 2012; see Appendix III for an explanation of adjustments and for reconciliation of adjusted revenue to reported revenue 18. Presented for illustrative purposes only, representing mathematical addition of Advanstar's and ENK's EBITDA for 2011 and certain adjustments made by Advanstar management; differs from audited results; ENK is a fashion events business that Advanstar acquired on 14 December 2012; see Appendix IV for an explanation of adjustments to EBITDA 19. Presented for illustrative purposes only, representing mathematical addition of Advanstar's and ENK's EBITDA for 2012 and certain adjustments made by Advanstar management; differs from audited results; ENK is a fashion events business that Advanstar acquired on 14 December 2012; see Appendix IV for an explanation of adjustments to EBITDA 20. In respect of the financial years ended 31 December 2011 and 31 December 2012, Advanstar and ENK were separately audited 21. Includes discontinued properties and revenue cut-off 22. Derived from separately audited financial statements of Advanstar and ENK 23. Includes adjustments for gain on extinguishment of debt, deferred issuance cost write-off, share-based compensation, ENK deferred compensation, discontinued properties, pre-acquisition adjustment, other expenses and revenue cut-off 24. Includes adjustments for ENK acquisition and integration costs, systems conversion, organisational restructuring, litigation, board fees, Balluun acquisition costs, office restructure of Irvine & Duluth and other expenses APPENDIX II - DEFINITIONS / GLOSSARY "Acquisition" the proposed acquisition of Advanstar by UBM pursuant to the Securities Purchase Agreement "Advanstar" VSS-AHC Consolidated Holdings Corp (also known as Advanstar Communications) "Company" UBM plc "Completion" completion of the Acquisition under the Securities Purchase Agreement "Directors" or "Board" the Executive Directors and Non-Executive Directors "EBITDA" earnings before interest, taxes, depreciation and amortisation "Enlarged Group" the Group following its acquisition of Advanstar "Executive Directors" the executive Directors of the Company as at the date of this document "Financial Conduct the Financial Conduct Authority acting in itsAuthority" capacity as the competent authority for the purposes of Part VI of the FSMA "FSMA" the Financial Services and Markets Act 2000, as amended "FTSE" FTSE International Limited "Fully Paid Rights" rights to acquire New Shares, fully paid "General Meeting" the general meeting of the Company to be convened to consider the Resolution(s) "Group" the Company and its subsidiary undertakings and, where the context requires, its associated undertakings "IFRS" International Financial Reporting Standards "J.P. Morgan Cazenove" J.P. Morgan Securities plc in relation to the Rights Issue and J.P. Morgan Limited in relation to the Acquisition, both of which conducts their UK investment banking businesses as J.P. Morgan Cazenove "Listing Rules" the listing rules of the Financial Conduct Authority "New Shares" the new Shares which the Company will allot and issue pursuant to the Rights Issue, including, where appropriate, the Provisional Allotment Letters, the Nil Paid Rights and Fully Paid Rights "Nil Paid Rights" rights to acquire New Shares, nil paid "Non-Executive Directors" the non-executive Directors of the Company as at the date of this document "Official List" the Official List of the Financial Conduct Authority "Overseas Shareholders" Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom "Prospectus" the prospectus and circular to be issued by the Company in respect of the Rights Issue and the Acquisition, together with any supplements or amendments thereto and including the notice of General Meeting "Prospectus Rules" the Prospectus Rules of the Financial Conduct Authority "Provisional Allotment the provisional allotment letter to be issued toLetter" Qualifying non-CREST Shareholders (other than certain Overseas Shareholders) "Qualifying Shareholders" Shareholders on the register of members of the Company at the Record Date "Resolution(s)" the resolution(s) to be proposed at the General Meeting in connection with the Acquisition and the Rights Issue, notice of which will be set out in the Prospectus "Record Date" the record date for the Rights Issue "Rights Issue" the offer by way of rights to Qualifying Shareholders to subscribe for New Shares, on the terms and conditions to be set out in the Prospectus and the Provisional Allotment Letter "Securities Act" the US Securities Act of 1933, as amended "Securities Purchase The Securities Purchase Agreement dated 30Agreement" September 2014 in connection with the Acquisition, a summary of which is contained in section 8 of this announcement "Shareholders" holders of Shares "Share(s)" ordinary share(s) in the capital of the Company "Sponsor" J.P. Morgan Securities plc "Standby Agreement" the agreement entered into between UBM and J.P. Morgan Cazenove pursuant to which the Rights Issue is underwritten and the issue price of the Rights Issue is agreed "UBM" UBM plc "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "Underwriting Agreement" the underwriting agreement referenced in section 11 of this announcement "United States" or "US" the United States of America, its territories and possessions, any state of the United States and the District of Columbia "US GAAP" US Generally Accepted Accounting Principles APPENDIX III - RECONCILIATION OF ADJUSTED REVENUE TO REPORTED REVENUE (US$, in millions) 31 Dec 11 31 Dec 12 31 Dec 13 Revenue - Advanstar20 226 229 295 Revenue - ENK20 61 63 - Other revenue adjustments21 (9) (7) (4) Adjusted revenue 278 285 291 Source: Advanstar information Note: Numbers may not sum due to rounding APPENDIX IV - EXPLANATION OF ADJUSTMENTS TO EBITDA (US$, in millions) 31 Dec 11 31 Dec 12 31 Dec 13 EBITDA - Advanstar22 47 38 60 EBITDA - ENK22 (59) 14 - Impairment of assets 73 4 10 Other non-cash adjustments23 6 3 6 Non-operating expenses 3 15 8adjustments24 Adjusted EBITDA 70 74 83 Source: Advanstar information

Note: Numbers may not sum due to rounding