Results of 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEWZEALAND, SOUTH AFRICA OR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 PUBLISHED BY UBMPLC IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLEFROM THE REGISTERED OFFICE OF UBM PLC AND ON ITS WEBSITE AT WWW.UBM.COM. FOR IMMEDIATE RELEASE 12 December 2014 UBM PLC RESULTS OF RIGHTS ISSUE, TOTAL VOTING RIGHTS AND NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY ("PDMR") OR CONNECTED PERSONS UBM plc is pleased to announce that its 4 for 5 Rights Issue announced on 6November 2014, pursuant to which 196,734,453 New Ordinary Shares will be issuedat 287 pence per New Ordinary Share, closed for acceptances at 11:00 a.m. on 11December 2014. The Company received valid acceptances in respect of 189,975,946New Ordinary Shares, representing approximately 96.56 per cent. of the totalnumber of New Ordinary Shares offered to Qualifying Shareholders pursuant tothe Rights Issue. It is expected that the New Ordinary Shares in uncertificated form will becredited to CREST accounts as soon as practicable after 8.00 a.m. today, 12December 2014 and that definitive share certificates will be despatched to therelevant Qualifying non-CREST Shareholders by no later than 23 December 2014. It is expected that the New Ordinary Shares will commence trading, fully paid,on the London Stock Exchange's main market for listed securities at 8.00 a.m.today, 12 December 2014. In accordance with their obligations under the Underwriting Agreement inrespect of the Rights Issue as described in the Prospectus, J.P. MorganCazenove and Credit Suisse, as the Underwriters, will endeavour to procuresubscribers for the remaining 6,755,655 New Ordinary Shares not validly takenup under the Rights Issue and the 2,852 New Ordinary Shares representingfractional entitlements in respect of the Rights Issue, failing which theUnderwriters or the sub-underwriters (if any) procured by the Underwriters haveagreed to subscribe for any remaining underwritten New Ordinary Shares, in eachcase at the Rights Issue Price on the terms and subject to the conditions ofthe Underwriting Agreement. In respect of New Ordinary Shares not validly taken up under the Rights Issue,any premium over the aggregate of the Rights Issue Price of 287 pence per NewOrdinary Share and the expenses of procuring subscribers (including anyapplicable brokerage and commissions and amounts in respect of value added tax)will be paid (without interest) to Shareholders whose rights have lapsed inaccordance with the terms of the Rights Issue, pro rata to their lapsedprovisional allotments. However, individual amounts of less than £5 will not bepaid to such persons but will be paid to the Company. Net proceeds from thesale of fractional entitlements (after deduction of expenses) will beaggregated and ultimately accrue for the benefit of the Company. Cheques andcredits to CREST accounts in respect of any such amounts are expected to be (asapplicable) despatched to or credited to the CREST accounts of the relevantShareholders by no later than 23 December 2014. A further announcement as to the number of New Ordinary Shares for whichsubscribers have been procured will be made in due course. It is anticipated that the acquisition of the entire issued and outstandingcapital stock of VSS-AHC Consolidated Holdings Corp. (also known as AdvanstarCommunications) ("Advanstar") will complete in December 2014. Total Voting Rights In conformity with the Disclosure and Transparency Rule 5.6.1, the Companyannounces that as at 12 December 2014, the Company's issued share capitalconsists of 442,652,520 ordinary shares (with a nominal value of 10 pence each)with voting rights. No ordinary shares are held in treasury. Therefore, thetotal number of voting rights in UBM plc is 442,652,520. The above figure may be used by shareholders as the denominator for thecalculations by which they will determine if they are required to notify theirinterest in, or a change to their interest in, UBM plc under the FCA'sDisclosure and Transparency Rules. Notification of transactions of directors, PDMRs or connected persons Further to the announcement made by the Company on 11 December 2014 relating tocertain transactions undertaken by the Company's directors, PDMRs and/or theirconnected persons in the Nil Paid Rights in connection with the Rights Issue(the "Nil Paid Rights Announcement"), in accordance with DTR 3.1.4R, theCompany announces that today such directors, PDMRs and/or their connectedpersons have acquired New Ordinary Shares corresponding to the number of NilPaid Rights that were validly taken up as set out in the Nil Paid RightsAnnouncement. Unless defined otherwise herein, capitalised terms shall have the meaningsascribed to them in the "Definitions" section at the end of this announcement. Enquiries UBM plcPeter Bancroft (Director of Communications) [email protected] / +44(0) 207 921 5961Kate Postans (Head of Investor Relations) [email protected] / +44(0) 207 921 5023 BrunswickJon Coles, Andy Rivett-Carnac & Craig Breheny [email protected] / +44(0) 207 404 5959 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, 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 published by UBM in connection with the RightsIssue. 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 is available from the registeredoffice of UBM and on UBM's website at www.ubm.com. However, the Prospectus isnot, subject to certain exceptions, available (whether through the website orotherwise) to Shareholders in the United States or any other ExcludedTerritory. 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 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 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. Definitions Acquisition the proposed acquisition of Advanstar by UBM pursuant to the Securities Purchase Agreement; 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 sent to the Shareholders in connection with the Acquisition and Rights Issue; 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; FCA the Financial Conduct Authority; FSMA the Financial Services and Markets Act 2000, as amended; Fully Paid Rights rights to acquire the New Ordinary Shares, fully paid; 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; 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 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 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; 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 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.