6th Nov 2014 17:03
UBM PLC - Publication and posting of ProspectusUBM PLC - Publication and posting of Prospectus
PR Newswire
London, November 6
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEWZEALAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DOSO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS ORPROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OFNEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS ATERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAIDRIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATIONCONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS, AVAILABLE FROMTHE REGISTERED OFFICE OF UBM PLC AND ON ITS WEBSITE AT WWW.UBM.COM. FOR IMMEDIATE RELEASE 6 November 2014 UBM PLC Publication and posting of Prospectus Further to the announcement on 1 October 2014 by UBM plc, a copy of theprospectus dated 6 November 2014 (the "Prospectus") relating to the RightsIssue associated with the proposed Acquisition of VSS-AHC Consolidated HoldingsCorp. (also known as Advanstar Communications) ("Advanstar") for $972 millionhas been approved by the UK Listing Authority and submitted to the NationalStorage Mechanism and will shortly be available for inspection atwww.morningstar.co.uk/uk/NSM. The Prospectus is also available on the Company'swebsite: www.ubm.com. For further information please contact: 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 4283Nicholas Hall +44(0) 207 134 3339Thomas White +44(0) 207 134 7358 Credit Suisse (Joint Bookrunner) Gillian Sheldon +44(0) 207 888 7976Stuart Field +44(0) 207 883 3083Michael Taylor +44(0) 207 883 2164 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 Ordinary Sharesreferred to in this announcement except on the basis of the informationcontained in the Prospectus published by UBM in connection with the RightsIssue. A copy of the Prospectus will be available from the registered office of UBMand on UBM's website at www.ubm.com. However, the Prospectus is not, subject tocertain exceptions, available (whether through the website or otherwise) toShareholders in the United States, Australia, Canada, Japan, New Zealand, SouthAfrica or any jurisdiction in which it would be unlawful to do so (each an "Excluded Territory"). Neither the content of UBM's website nor any website accessible by hyperlinkson UBM's website is incorporated in, or forms part of, this announcement. TheProspectus gives further details of the New Ordinary Shares, the Nil PaidRights and the Fully Paid Rights being offered pursuant to the Rights Issue. The distribution of this announcement into jurisdictions other than the UnitedKingdom may be restricted by law, and, therefore, persons into whose possessionthis announcement comes should inform themselves about and observe any suchrestrictions. Any failure to comply with any such restrictions may constitute aviolation of the securities laws of such jurisdiction. In particular, subjectto certain exceptions, this announcement, the Prospectus and the ProvisionalAllotment Letters should not be distributed, forwarded to or transmitted in orinto the United States or any other Excluded Territory. This announcement is for information purposes only and is not intended to anddoes not constitute or form part of any offer or invitation to purchase orsubscribe for, or any solicitation to purchase or subscribe for, Nil PaidRights, Fully Paid Rights or New Ordinary Shares or to take up any entitlementsto Nil Paid Rights in any jurisdiction. No offer or invitation to purchase orsubscribe for, or any solicitation to purchase or subscribe for, Nil PaidRights, Fully Paid Rights or New Ordinary Shares or to take up any entitlementsto Nil Paid Rights will be made in any jurisdiction in which such an offer orsolicitation is unlawful. The information contained in this announcement is notfor release, publication or distribution to persons in the United States or anyother Excluded Territory, and should not be distributed, forwarded to ortransmitted in or into any jurisdiction, where to do so might constitute aviolation of local securities laws or regulations. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and theProvisional Allotment Letters have not been and will not be registered underthe Securities Act or under any securities laws of any state or otherjurisdiction of the United States and may not be offered, sold, taken up,exercised, resold, renounced, transferred or delivered, directly or indirectly,within the United States except pursuant to an applicable exemption from or ina transaction not subject to the registration requirements of the SecuritiesAct and in compliance with any applicable securities laws of any state or otherjurisdiction of the United States. There will be no public offer of the NilPaid Rights, the Fully Paid Rights or the New Ordinary Shares in the UnitedStates. The information in this announcement may not be forwarded or distributed to anyother person and may not be reproduced in any manner whatsoever. Anyforwarding, distribution, reproduction, or disclosure of this information inwhole or in part is unauthorised. Failure to comply with this directive mayresult in a violation of the Securities Act or the applicable laws of otherjurisdictions. This announcement does not constitute a recommendation concerning anyinvestor's options with respect to the Rights Issue. The price and value ofsecurities can go down as well as up. Past performance is not a guide to futureperformance. The contents of this announcement are not to be construed aslegal, business, financial or tax advice. Each Shareholder or prospectiveinvestor should consult his, her or its own legal adviser, business adviser,financial adviser or tax adviser for legal, financial, business or tax advice. The information contained herein is not for publication or distribution,directly or indirectly, in or into the United States. This announcement doesnot contain or constitute an offer for sale or the solicitation of an offer topurchase securities in the United States. Any securities referred to hereinhave not been and will not be registered under the Securities Act, and may notbe offered or sold in the United States absent registration under theSecurities Act or an available exemption from, or transaction not subject to,the registration requirements of the Securities Act. 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 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 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 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 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.
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