28th Apr 2008 10:02
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULDNOT SUBSCRIBE FOR, OR PURCHASE, ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENTEXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS EXPECTEDTO BE PUBLISHED BY UNITED BUSINESS MEDIA LIMITED IN DUE COURSE IN CONNECTIONWITH THE PROPOSED SCHEME REFERRED TO BELOW. THE PROSPECTUS IS EXPECTED TO BEPUBLISHED AND MADE AVAILABLE ON UNITED BUSINESS MEDIA PLC'S WEBSITE AND WILL BEAVAILABLE FOR INSPECTION AT THE UK LISTING AUTHORITY'S DOCUMENT VIEWINGFACILITY ON THE DATE SET OUT IN THIS ANNOUNCEMENT. United Business Media plc to introduce a new UK-listed holding company
United Business Media plc ("UBM") today announces a change to the corporate structure of the United Business Media group. These proposals will create a new UBM holding company which is UK-listed, incorporated in Jersey with its tax residence in the Republic of Ireland.
This international corporate structure reflects the development of UBM into aninternational business-to-business media and news distribution organisationwhich operates in more than 30 countries worldwide and now generates more than85% of its profits outside the United Kingdom. UBM's major internationalbrands include PR Newswire, Game Developer Conference, Interop and CPhI. AsUBM continues its successful strategy of building businesses internationally,particularly in fast-growing economies such as China, India, Latin America andthe Middle East, the proportion of its earnings generated overseas is expectedto continue to grow. During the last three years UBM has invested ‚£386m in 52acquisitions, 39 of which, totalling ‚£310m, have been made outside the UK. During this period UBM has further expanded its international presence, openinga significant number of new offices, including in Chengdu, Mumbai, Sao Pauloand Dubai.For historical reasons the United Business Media group's parent company hasbeen tax resident in the UK. However as UBM has developed into aninternational business-to-business media and news distribution organisation, ithas progressively disposed of its UK media businesses, including the Anglia,HTV, Meridian and Channel 5 television franchises, Express Newspapers, NOPmarket research and Exchange & Mart. Consequently, the Board of UBM nowbelieves that the long term interests of UBM and its Shareholders are bestserved by the adoption of an international holding company corporate structurethat domiciles UBM's parent company in the Republic of Ireland, which has aless complex system of taxation. In contrast, the UK tax system imposes tax onall companies in a worldwide group, and consequently UBM has had to manage theinteraction between the UK tax system and the tax systems of the multiplecountries in which UBM operates. This has given rise to both significantcompliance costs and risks of inadvertent tax charges arising.
The reorganisation by way of the Scheme is expected to have a positive impact on the earnings per share of the new holding company, United Business Media Limited ("New UBM"), in the medium term.
The proposals are subject to Shareholder approval at a Court Meeting and aGeneral Meeting to be convened (as referred to below). A Circular setting outfull details of the proposals will be sent to Shareholders on 9 May 2008. AProspectus in relation to United Business Media Limited will also be publishedand both documents will be available on the United Business Media website (www.unitedbusinessmedia.com). If approved by Shareholders, the Scheme isexpected to become effective on 30 June 2008.New UBM will have the same Board and management team as UBM on the date thatthe Scheme becomes effective. It will be listed on the London Stock Exchange("LSE") and will continue to report its results in sterling. The proposals donot make any substantive changes to corporate governance, to existing investorprotection measures, nor to the existing dividend policy and share repurchaseprogramme of UBM. The implementation of the Scheme is not expected to have anyadverse tax implications for Shareholders. The proposals do not change UBM'sbusiness strategy, nor the day-to-day conduct of UBM businesses in the UK orelsewhere. No job losses in the UK are anticipated as a result of theproposals and UBM will continue to invest in the growth and development of itsUK businesses. During the last three years, UBM invested a total of ‚£76m in 13acquisitions which are growing its UK B2B businesses and has launched severalinnovative new events and data businesses.Terms of the SchemeUnder the terms of a scheme of arrangement pursuant to Part 26 of the CompaniesAct 2006 (the "Scheme"), New UBM will issue ordinary shares ("New UBM Shares")to holders of UBM ordinary shares on a one-for-one basis.
The effect of the Scheme will be that:
* New UBM will become the new holding company of UBM. New UBM will be listed
on the LSE and is expected to be included in the FTSE 250 index in UBM's
place; and
* each UBM ordinary Shareholder will own an identical number of New UBM
Shares as that person owned ordinary shares in UBM before the Scheme (UBM
shareholders will not be required to pay any amount for the New UBM Shares
issued under the Scheme).
Other Proposals UBM and New UBM are also implementing the following proposals in connection with the Scheme:
* New UBM's share capital and share premium account will, following the
Scheme becoming effective, be reduced to create distributable reserves to
allow for ongoing dividend payments and share repurchases by New UBM (the
"New UBM Reduction of Capital");
* as part of the proposed restructuring of the UBM group, UBM will reduce its
B Share capital in its entirety, which will involve UBM redeeming all
outstanding B Shares for approximately ‚£9.5 million (the "B Reduction of
Capital"); and
* New UBM will adopt certain existing share option plans for the purpose of
granting options and awards over New UBM Shares to employees of UBM and its
subsidiaries after the Scheme has become effective.
A Circular setting out full details of the proposals will be sent to Shareholders on or around 9 May 2008. A Prospectus in relation to United Business Media Limited will also be published and filed with the Financial Services Authority. Both those documents will be available on the United Business Media plc website (www.unitedbusinessmedia.com).
Dividend Access PlanNew UBM will, shortly after the Scheme becomes effective, put in place adividend access plan, which is designed to preserve the current tax treatmentof dividends paid by New UBM (the "Dividend Access Plan"). The key features ofthis Dividend Access Plan are as follows:
* under the Dividend Access Plan, holders of New UBM Shares may choose
whether they receive their dividends from a company resident for tax
purposes in the United Kingdom ("UBM UK Dividend Co") or from a company
resident for tax purposes in the Republic of Ireland (i.e. from New UBM);
and
* New UBM Shareholders who hold 50,000 or fewer New UBM Shares upon the
Scheme becoming effective (or, if they later become a Shareholder of New
UBM, at the record date for the first dividend announced or paid after they
become a New UBM Shareholder) and who do not elect to opt out of the
Dividend Access Plan will be deemed to have elected to participate in the
Dividend Access Plan and will receive their dividends from UBM UK Dividend
Co.
Conditions to implementation of the ProposalsThe Scheme will require the approval of UBM ordinary Shareholders at aShareholder meeting to be convened at the direction of the High Court (the"Court Meeting"). The approval required at the Court Meeting is a majority innumber of UBM ordinary Shareholders present and voting (whether in person or byproxy) representing not less than 75% in value of those UBM ordinaryShareholders who vote at the meeting.
The Scheme will also require separate approval by not less than 75% of all UBM ordinary Shareholders who vote (whether in person or by proxy) at a general meeting of UBM (the "General Meeting").
In addition to the approvals mentioned above, the Scheme will be conditionalon, amongst other things, the sanction of the Scheme by the High Court. The BReduction of Capital will be conditional upon the Scheme becoming effective andthe Scheme will be conditional upon the B Reduction of Capital being approvedby UBM ordinary Shareholders at the General Meeting.
The New UBM Reduction of Capital will also require approval at a subsequent hearing of the Royal Court of Jersey.
Expected timetable of principal events
The expected timetable of key events is provided below. This timetable is based on the UBM Board's expectations and may be subject to change. Any changes to the timetable will be the subject of a further announcement.
Event Time and/or date Post Scheme Circular to Shareholders and publish Prospectus On
or around 9 May 2008
Latest time for lodging Forms of Proxy for the Court Meeting 10.00 am on 31 May 2008
Latest time for lodging Forms of Proxy for the General Meeting 10.15 am on 31 May 2008 Voting Record Time 6.00 p.m. on 31 May 2008 Court Meeting 10.00 a.m. on 2 June 2008 General Meeting 10.15 a.m. on 2 June 2008
The following dates are subject to change Court Hearing to sanction the Scheme
20 June 2008
Court Hearing to sanction the B Reduction of Capital
20 June 2008
Last day of dealings in, and for registration of transfers of,
27 June 2008 Ordinary Shares and B Shares Scheme Record Time 6.00 p.m. on 27 June 2008
Effective Date of the Scheme and the B Reduction of Capital
30 June 2008
Cancellation of listing of Ordinary Shares and B Shares, New UBM Shares admitted to Official List, crediting of New UBM 8.00
a.m. on 30 June 2008
Shares to CREST accounts and dealings in New UBM Shares commence on the London Stock Exchange
Jersey Court Hearing to sanction the New UBM Reduction of Capital
2 July 2008
New UBM Reduction of Capital becomes effective
2 July 2008
Despatch of New UBM Share certificates
By 15 July 2008
Merrill Lynch International is acting as sponsor for New UBM's listing and ascorporate broker to UBM and New UBM. Merrill Lynch International is acting forUBM and New UBM and no one else in connection with the proposals and will notbe responsible to anyone other than UBM and New UBM for providing theprotections afforded to its clients or for providing advice in relation to theproposals or the contents of this announcement. Morgan Stanley & Co.International is acting as joint corporate broker to UBM and New UBM. - Ends - ContactsMedia Peter Bancroft Director of Communications E-mail [email protected] Direct telephone +44 20 7921 5961 Chris Barrie Citigate Dewe Rogerson E-mail [email protected]
Direct telephone +44 20 7282 2943 Mobile +44 796 872 72 89 Analysts/Investors
Email [email protected] Direct telephone +44 20 7921 5095 Nigel Wilson +44 20 7921 5019 Andrew Crow +44 20 7921 5940 Notes to EditorsAbout United Business Media plcUnited Business Media plc is a leading global business media company. Weinform markets and bring the world's buyers and sellers together at events,online, in print, and with the information they need to do businesssuccessfully. We focus on serving professional commercial communities, fromdoctors to game developers, from journalists to jewellery traders, from farmersto pharmacists around the world. Our 6,500 staff in more than 30 countries areorganised into specialist teams that serve these communities, helping them todo business and their markets to work effectively and efficiently.
For more information, go to www.unitedbusinessmedia.com.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.
NOTICE TO UNITED STATES RESIDENTSThis announcement is not an offer of securities in the United States.The New UBM Shares to be issued in connection with the proposals will not be,and are not required to be, registered with the US Securities and ExchangeCommission under the US Securities Act of 1933, as amended, in reliance on theexemption from registration provided by Section 3(a)(10) thereof.Statements included herein that are not historical facts are forward-lookingstatements. Such forward-looking statements involve a number of risks anduncertainties and are subject to change at any time. In the event such risksand uncertainties materialise, UBM's results of operations could be materiallyaffected.
vendorRelated Shares:
UBM