Fully Underwritten 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEWZEALAND, SOUTH AFRICA OR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 ONCE PUBLISHED.COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THEREGISTERED OFFICE OF UBM PLC AND ON ITS WEBSITE AT WWW.UBM.COM. FOR IMMEDIATE RELEASE 6 November 2014 UBMPLC FULLY UNDERWRITTEN RIGHTS ISSUE RAISING GROSSPROCEEDS OF £565MILLION TO PART FUND THE ACQUISITION OF ADVANSTAR On 1 October 2014, UBM plc ("UBM" or the "Company") announced that it hadreached agreement on the terms of the proposed acquisition of the entire issuedand outstanding capital stock of VSS-AHC Consolidated Holdings Corp. (alsoknown as Advanstar Communications) ("Advanstar") from the Sellers for a totalcash consideration of US$972 million (approximately £608 million). In view of its size in relation to UBM, the Acquisition is classified under theListing Rules as a Class 1 transaction and therefore requires the approval ofShareholders. Accordingly, a General Meeting is to be held on 26 November 2014for the purposes of seeking such approval, and a notice convening the GeneralMeeting, at which the Resolutions will be proposed, will be set out in theCircular, which is expected to be published later today. Today UBM announces a fully underwritten rights issue, which is intended toraise gross proceeds of approximately £565 million (US$902 million) to be usedto part fund the cash consideration for the Acquisition (the "Rights Issue"). AProspectus in connection with the Rights Issue is also expected to be publishedlater today. The Rights Issue will result in the issue of 196,717,483 new ordinary shares(representing approximately 80 per cent. of the existing issued share capitalof UBM and 44.4 per cent. of the enlarged issued share capital immediatelyfollowing completion of the Rights Issue) (the "New Ordinary Shares"), on thefollowing basis: 4 New Ordinary Shares at 287 pence each for every 5 Existing Ordinary Shares held by Qualifying Shareholders at the close of business on the Record Date. Rights Issue Pursuant to the Rights Issue, the Company is proposing to offer 196,717,483 NewOrdinary Shares by way of a Rights Issue to Qualifying Shareholders (other thanQualifying Shareholders with a registered address or located or resident, inone of the Excluded Territories or, subject to certain exceptions, the UnitedStates). The offer is to be made at 287 pence per New Ordinary Share, payablein full on acceptance by no later than 11.00 a.m. on 11 December 2014. Theproceeds of the Rights Issue will be used to part fund the cash considerationpayable under the Securities Purchase Agreement. The Rights Issue and theAcquisition are not inter-conditional and in the event that Admission occursbut Closing does not take place, the Directors' current intention is that theproceeds of the Rights Issue will be invested and/or applied to manage theCompany's debt and cash position on a short-term basis while the Directorsevaluate other acquisition opportunities and, if no acquisitions can be foundon acceptable terms, the Directors will consider how best to return surpluscapital to Shareholders within a reasonable period of time. The New Ordinary Shares will, when issued and fully paid, rank pari passu inall respects with the Existing Ordinary Shares, including the right to receivein full all dividends and other distributions made, paid or declared after thedate of issue of the New Ordinary Shares. Applications will be made to the UKLAand to the London Stock Exchange for the New Ordinary Shares to be admitted tothe premium listing segment of the Official List and to trading on the LondonStock Exchange's main market for listed securities. It is expected thatAdmission will become effective and that dealings in the New Ordinary Shares(nil paid) on the London Stock Exchange will commence at 8.00 a.m. on 27November 2014. The consideration to be paid by UBM at Closing will be US$972 million(approximately £608 million), subject to customary adjustments, of whichapproximately US$870 million will be financed from the net proceeds of theRights Issue. The remaining consideration will be financed primarily through abridge facility agreement, pursuant to which the lender has made a US$100million term loan facility available to the Company (the "Bridge FacilityAgreement"). Appropriate foreign exchange hedging arrangements with respect tothe rights issue component of the Acquisition consideration were put in placeby UBM subsequent to the announcement of 1 October 2014 and appropriate hedgingarrangements will be maintained until Closing. The Rights Issue has been fully underwritten by J.P. Morgan Cazenove and CreditSuisse, who are acting as Joint Bookrunners in relation to the Rights Issue. The Board intends to maintain its progressive dividend policy targeting adividend covered two times by adjusted earnings through the cycle, followingcompletion of the Rights Issue and the Acquisition. Future dividend paymentsper share will be adjusted to take account of the enlarged number of OrdinaryShares that will be in issue following the Rights Issue. This summary should be read in conjunction with the full text of thisannouncement. Unless defined otherwise herein, capitalised terms shall have themeanings ascribed to them in the "Definitions" section at the end of thisannouncement. Enquiries UBM plc Peter Bancroft (Director of Communications) [email protected] / +44(0) 207 921 5961 Kate Postans (Head of Investor Relations) [email protected] / +44(0) 207 921 5023 Chantal Bradford (Investor Relations Manager) [email protected] / +44(0) 207 921 5943 Brunswick Jon Coles, Andy Rivett-Carnac & Craig Breheny [email protected] / +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 inrelation 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 theirrespective affiliates or agents or by any advisor to UBM or by any of theiraffiliates or agents as to or in relation to the accuracy or completeness ofthis announcement or any other written or oral information made available to orpublicly available to any interested party or its advisers, and anyresponsibility or liability therefor 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 Ordinary Sharesreferred to in this announcement except on the basis of the informationcontained in the Prospectus to be published by UBM in connection with theRights Issue. The information contained in this announcement is for backgroundpurposes only and does not purport to be full or complete. The information inthis announcement is subject to change. A copy of the Circular and the Prospectus when published will be available fromthe registered office of UBM and on UBM's website at www.ubm.com. However, theProspectus will not, subject to certain exceptions, be available (whetherthrough the website or otherwise) to Shareholders in the United States or anyother 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 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 (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 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. 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 Acquisition and the Rights Issueand will not regard any other person as its client in relation to theAcquisition or the Rights Issue and will not be responsible to any person otherthan UBM for providing the protections afforded to clients of J.P. MorganCazenove, nor for providing advice in relation to any matters referred toherein. J.P. Morgan Limited, which conducts its UK investment banking businesses asJ.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised and regulated inthe UK by the Financial Conduct Authority, is acting exclusively for UBM and noone else in connection with the Acquisition and will not regard any otherperson as its client in relation to the Acquisition and will not be responsibleto any person other than UBM for providing the protections afforded to clientsof J.P. Morgan Cazenove, nor for providing advice in relation to any mattersreferred 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 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 in connection with the Rights Issue andwill not regard any other person as its client in relation to the Rights Issueand will not be responsible to any person other than UBM for providing theprotections afforded to clients of Credit Suisse, nor for providing advice inrelation to any matters 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 Ordinary Shares, the Acquisition orthe Rights Issue or any other matter referred to herein. Subject to applicablelaw, each of J.P. Morgan Cazenove and Credit Suisse accordingly disclaims, tothe fullest extent permitted by law, all and any liability whether arising intort, contract or otherwise (save as referred to above) which it mightotherwise have in 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, the Circularand the Prospectus and, if given or made, such information or representationsmust not be relied on as having been authorised by J.P. Morgan Cazenove orCredit Suisse. Subject to the Listing Rules, the Prospectus Rules and theDisclosure and Transparency Rules, the issue of this announcement shall not, inany circumstances, 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 and Credit Suisse may, in accordance with applicable lawsand regulations, engage in transactions in relation to the ProvisionalAllotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New OrdinaryShares and/or related instruments for their own account for the purpose ofhedging their underwriting exposure or otherwise. Except as required byapplicable laws or regulations, neither J.P. Morgan Cazenove nor Credit Suisseproposes to make any public disclosure in relation to 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 Advanstar and UBM and its subsidiary undertakings, and, where thecontext requires, its associated undertakings, following the acquisition ofAdvanstar (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 FULLY UNDERWRITTEN RIGHTS ISSUE RAISING GROSSPROCEEDS OF £565MILLION TO PART FUND THE ACQUISITION OF ADVANSTAR Introduction On 1 October 2014, UBM plc ("UBM" or the "Company") announced that it hadreached agreement on the terms of the proposed acquisition of the entire issuedand outstanding capital stock of VSS-AHC Consolidated Holdings Corp (also knownas Advanstar Communications) ("Advanstar") from the Sellers for a total cashconsideration of US$972 million (approximately £608 million). Today UBM announces a fully underwritten Rights Issue to raise gross proceedsof approximately £565 million (US$902 million) which will be used to part fundthe cash consideration payable under the Securities Purchase Agreement, throughthe issue of 196,717,483 New Ordinary Shares (representing approximately 80 percent. of the existing issued share capital of UBM and 44.4 per cent. of theenlarged issued share capital immediately following completion of the RightsIssue) through a 4 for 5 Rights Issue at 287 pence per New Ordinary Share. Assuming the Rights Issue becomes unconditional, dealings on the London StockExchange in the New Ordinary Shares (nil paid) are expected to commence at 8:00a.m. on 27 November 2014. However, the Rights Issue is not conditional uponcompletion of the Acquisition. In the event that Admission occurs but Closingdoes not take place, the Directors' current intention is that the proceeds ofthe Rights Issue will be invested and/or applied to manage the Company's debtand cash position on a short-term basis while the Directors evaluate otheracquisition opportunities and, if no acquisitions can be found on acceptableterms, the Directors will consider how best to return surplus capital toShareholders within a reasonable period of time. The notice of the General Meeting and related form of proxy are being mailed toShareholders today and, in accordance with paragraph 9.6.1 of the ListingRules, have been submitted to the National Storage Mechanism where they willshortly be available for inspection at www.hemscott.com/nsm.do. Background to and reasons for the Acquisition The acquisition by UBM of Advanstar, the third largest business by 2013 revenuein the US events market, creates the largest events business in the US byrevenue, complementing UBM's existing emerging market portfolio. Theacquisition would provide UBM with market leadership in the fashion verticaland adds five events to what would have been UBM's 2013 top 20 events in itsportfolio by revenue. The Acquisition is financially attractive forShareholders, being expected by the UBM Board to be immediatelyearnings-per-share ("EPS") accretive with a return on investment ("ROI")greater than UBM's weighted average cost of capital ("WACC") in the first fullyear following Closing. The Acquisition is expected to release materialoperating synergies, with estimated run-rate cost synergies of approximately$10 million (£6 million) per annum expected to be achieved in the third yearfollowing completion of the Acquisition, and to accelerate the use of UBM taxlosses, driving a significant reduction in income tax on Advanstar profit.Finally, the Acquisition, together with the Rights Issue, would also beexpected to result in the deleveraging of UBM's balance sheet, leaving UBM in amaterially improved financial position to take advantage of future strategicopportunities to drive organic and inorganic growth. The consideration to be paid by UBM at Closing will be US$972 million(approximately £608 million), subject to customary adjustments, of whichapproximately US$870 million will be financed from the net proceeds of theRights Issue. The remaining consideration will be financed primarily through abridge facility agreement, pursuant to which the lender has made a US$100million term loan facility available to the Company (the "Bridge FacilityAgreement"). Appropriate foreign exchange hedging arrangements with respect tothe rights issue component of the Acquisition consideration were put in placeby UBM subsequent to the announcement of 1 October 2014 and appropriate hedgingarrangements will be maintained until Closing. The Rights Issue has been fully underwritten by J.P. Morgan Cazenove and CreditSuisse, who are acting as Joint Bookrunners in relation to the Rights Issue. Principal terms of the Rights Issue The Company is proposing to raise approximately £565 million (gross proceeds),by way of the Rights Issue of 196,717,483 New Ordinary Shares. The Rights Issuewill be made on the following basis: 4 New Ordinary Shares at 287 pence each for every 5 Existing Ordinary Shares held by Qualifying Shareholders at close of business on the Record Date. Entitlement to the New Ordinary Shares will be rounded down to the nearestwhole number and fractional entitlements will not be allotted to Shareholdersbut will be aggregated and issued into the market for the benefit of theCompany. Holdings of Existing Ordinary Shares in certificated anduncertificated form will be treated as separate holdings for the purpose ofcalculating entitlements under the Rights issue. If a Qualifying Shareholder does not wish to subscribe for the New OrdinaryShares to which it is entitled, such Shareholder can instead sell its Rights tothose New Ordinary Shares and receive the net proceeds in cash. This isreferred to as dealing in the Rights "nil paid". If a Qualifying Shareholderdoes not take up any of its entitlement to New Ordinary Shares, itsproportionate shareholding in the Company will be diluted by approximately 44.4per cent. However, if a Qualifying Shareholder takes up its Rights in full, itwill, after the Rights Issue has completed and excluding any fraction of anOrdinary Share, as nearly as practicable have the same proportionate votingrights and entitlements to dividends as it had on the Record Date. The New Ordinary Shares will, when issued and fully paid, rank pari passu inall respects with the Existing Ordinary Shares, including the right to receivein full all dividends and other distributions declared, made or paid byreference to a record date after the date of their issue. The Rights Issue will be conditional upon, amongst other things: a. the Resolutions being passed at the General Meeting; b. the Underwriting Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission; and c. Admission becoming effective by not later than 8.00 a.m. on 27 November 2014 (or such later time and/or date as the parties to the Underwriting Agreement may agree, not being later than 1 December 2014,). The Rights Issue has been fully underwritten on the basis set out in theUnderwriting Agreement. The Underwriters have agreed under the terms of theUnderwriting Agreement to procure subscribers or, failing which, to subscribethemselves for the New Ordinary Shares not taken up in the Rights Issue at theRights Issue Price. Applications will be made to the UKLA for the New Ordinary Shares to beadmitted to the premium listing segment of the Official List of the UKLA and tothe London Stock Exchange for the New Ordinary Shares to be admitted to tradingon the London Stock Exchange's main market for listed securities. It isexpected that Admission will become effective and dealings (for normalsettlement) in the New Ordinary Shares will commence, nil paid, at 8.00 a.m. on27 November 2014. The results of the Rights Issue, including the aggregate number of New OrdinaryShares issued and the aggregate amount raised, net of expenses, is expected tobe announced by UBM to a Regulatory Information Service by 8.00 a.m. on 12December 2014. Closing of the Acquisition will be subject to certain conditions, including: a. the approval by the Shareholders of the Resolutions to be proposed at the General Meeting; and b. there not having been any material adverse effect on the Advanstar Group since 30 September 2014. The proposed Acquisition has received antitrust clearance under theHart-Scott-Rodino Antitrust Improvements Act of 1976, satisfying the onlyregulatory condition to Closing. Assuming Closing takes place, the gross proceeds of the Rights Issue ofapproximately £565 million will be applied to part fund the considerationpayable under the Securities Purchase Agreement. However, Shareholders shouldnote that the Rights Issue is not conditional upon completion of theAcquisition. In the event that Admission occurs but Closing does not takeplace, the Directors' current intention is that the proceeds of the RightsIssue will be invested and/or applied to manage the Company's debt and cashposition on a short-term basis while the Directors evaluate other acquisitionopportunities, and if no acquisitions can be found on acceptable terms, theDirectors will consider how best to return surplus capital to Shareholders.Such a return could carry financial costs for certain Shareholders, will incurcosts on the part of the Company and would be subject to applicable securitieslaws. Dividend policy The Board intends to maintain its progressive dividend policy targeting adividend covered two times by adjusted earnings through the cycle, followingcompletion of the Rights Issue and the Acquisition. Future dividend paymentsper share will be adjusted to take account of the enlarged number of OrdinaryShares that will be in issue following the Rights Issue. Directors' intentions The Board believes the Acquisition, the Rights Issue and the Resolutions to bein the best interests of UBM and Shareholders as a whole. Accordingly, theBoard unanimously recommends that Shareholders vote in favour of theResolutions to be put to the General Meeting as the Directors intend to do inrespect of their own beneficial holdings of 124,660 Ordinary Shares inaggregate, representing approximately 0.1 per cent. of the existing issuedordinary share capital of UBM. The Directors are fully supportive of the Rights Issue. Each of the Directorswho holds Ordinary Shares either intends, to the extent that he or she is able,to take up in full his or her rights to subscribe for New Ordinary Shares underthe Rights Issue or to sell a sufficient number of his or her Nil Paid Rightsduring the Nil Paid Rights trading period to meet the costs of taking up thebalance of his or her entitlements to New Ordinary Shares. Advanstar Financial Information For financial information on Advanstar, please refer to the Circular and theProspectus expected to be published later today, including in particular Part V("Financial Information on Advanstar and the Enlarged Group") of the Circularand Part VIII ("Operating and Financial Review of Advanstar") of theProspectus. Expected timetable of the Rights Issue Each of the times and dates in the table below is indicative only and may besubject to change.(1) Publication and posting of the Circular, the 6 November 2014Prospectus, the Notice of General Meeting and the Formof Proxy Rights Issue Record Date for entitlement to Rights(3) close of business on 24 November 2014 Latest time and date for receipt of Forms of Proxy 9.30 a.m. on 24 November 2014 General Meeting 9.30 a.m. on 26 November 2014 Despatch of Provisional Allotment Letters (toQualifying non-CREST Shareholders only)(2) 26 November 2014 Existing Ordinary Shares marked "ex-rights" by the 8.00 a.m. 27 NovemberLondon Stock Exchange 2014 Dealings in New Ordinary Shares, nil paid, commence onthe London Stock Exchange 8.00 a.m. on 27 November 2014 Nil Paid Rights credited to stock accounts in CREST as soon as practicable(Qualifying CREST Shareholders only)(2) after 8.00 a.m. on 27 November 2014 Nil Paid Rights and Fully Paid Rights enabled in CREST as soon as practicable after 8.00 a.m. 27 November 2014 Recommended latest time for requesting withdrawal ofNil Paid Rights and Fully Paid Rights from CREST (i.e.if your Nil Paid Rights and Fully Paid Rights are inCREST and you wish to convert them to certificatedform) 4.30 p.m. on 5 December 2014 Latest time for depositing renounced ProvisionalAllotment Letters, nil or fully paid, into CREST orfor dematerialising Nil Paid Rights or Fully PaidRights into a CREST stock account (i.e. if your NilPaid Rights and Fully Paid Rights are represented by a 3.00 p.m. on 8 DecemberProvisional Allotment Letter and you wish to convert 2014them to uncertificated form) Latest time and date for splitting ProvisionalAllotment Letters, nil paid or fully paid 3.00 p.m. on 9 December 2014 Latest time and date for acceptance, payment in fulland registration of renunciation of Provisional 11.00 a.m. on 11Allotment Letters December 2014 Results of Rights Issue to be announced through aRegulatory Information Service by 8.00 a.m. on 12 December 2014 Dealings in New Ordinary Shares, fully paid, commenceon the London Stock Exchange by 8.00 a.m. on 12 December 2014 New Ordinary Shares credited to CREST accounts(uncertificated holders only) as soon as practicable after 8.00 a.m. on 12 December 2014 Despatch of definitive share certificates for the NewOrdinary Shares in certificated form (to Qualifying by no later 23 Decembernon-CREST Shareholders only) 2014 Notes (1) The times and dates set out in the expected timetable of principal eventsabove and mentioned throughout this announcement may be adjusted by UBM inwhich event details of the new times and dates will be notified to the UKLA,the London Stock Exchange and, where appropriate, Qualifying Shareholders. (2) Subject to certain restrictions relating to Qualifying Shareholders. (3) References to times in this document are to London times unless otherwisestated. 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; 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 to be sent to the Shareholders in connection with the Acquisition and Rights Issue; Closing the consummation of the transactions contemplated by the Securities Purchase Agreement; 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 proposed to be 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, the notice of which is contained in the Circular; 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; Notice of General Meeting the notice of General Meeting to be contained in the Circular; 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 to be 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 allotmentPAL(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 to be proposed at the General Meeting, notice of which will be set out at the back of the Circular; 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.