Corporate Transactions
Informa was created through the merger of IBC Group plc and LLP Group plc in December 1998. Since then the company has developed through business growth and a number of acquisitions and mergers. Major historical corporate transactions and equity issuance are listed below, with links to more detailed information.
2020 Equity Placing
Informa carried out an equity placing in the second quarter of 2020.
The placing was part of the Group’s COVID-19 Action Plan, designed to build stability and strength to the other side of COVID-19 and enable the company to manage its brands and customer relationships for long-term strength and value.
250,318,000 shares, representing approximately 19.99% of the Company’s existing issued share capital, were issued in total. Shareholder approval for approximately 50% of the placement was gained through a General Meeting on 4 May 2020.
Acquisition of UBM plc
In June 2018, Informa completed the acquisition of UBM plc, the business-to-business event and exhibitions organiser, funded through a mixture of Informa shares and cash for UBM's entire issued share capital.
Acquisition of Penton Information Services
In November 2016, Informa completed the acquisition of Penton Information Services, a leading independent US-based Exhibitions and Professional Services Group. This included a one for four Rights Issue raising £715m.
2014 Equity Placing: Hanley Wood Exhibitions
Informa carried out an equity placing in November 2014. The gross proceeds of approximately £207 million were used to fund the acquisition of Hanley Wood Exhibitions, with the remainder used to pay down debt and provide additional financial flexibility.
45,000,000 new ordinary shares of 0.1 pence each were placed on 18 November 2014, with a price per Placing Share of £4.60.
Relocation of Corporate Domicile
Informa was domiciled in Switzerland between June 2009 and May 2014. Documents relating to this relocation and the return of Informa's headquarters to the UK in 2014 are available through the below links.
Documents from redomicile to the UK in May 2014
2009 Rights Issue
In May 2009 Informa undertook a fully underwritten two for five rights issue to raise net proceeds of approximately £242 million, through the issue of 170,050,097 new ordinary shares. Further details are set out in the Rights Issue Prospectus that was sent to Qualifying Shareholders.
The new ordinary shares were admitted to the Official List and the London Stock Exchanges's main market, and dealing commenced on 11 May 2009.
Reduction of Capital
In August 2007, Informa announced that after reviewing its dividend policy and given the excellent cash flow characteristics of the Group’s businesses and the resilience of its profits streams, it was increasing the company’s dividend payout ratio.
To implement the new dividend policy, Informa requested shareholder approval for an increase of the company’s distributable reserves by reducing its share capital and cancelling its share premium account. This was obtained at a General Meeting held on 27 November 2007 to:
(i) Reduce the share capital of the company by cancelling and extinguishing 9.9 pence of the amount paid up or credited as paid up on each of the issued ordinary shares of 10 pence in the capital of the company and reducing the nominal value of each issued and authorised but unissued ordinary shares in the capital of the company to 0.1 pence;
(ii) Cancel the share premium account of the company; and
(iii) Amend the articles of association by deleting article 3.
At a hearing on 19 December 2007, the High Court confirmed the cancellation of the company’s share premium account and the reduction of the company’s share capital by the reduction of the nominal value from 10 pence to 0.1 pence. The reductions in both became effective on 21 December
Acquisition of Datamonitor
Informa acquired 100% of Datamonitor on 31 July 2007 through the subsidiary Informa Acquisitions Ltd.
The terms of a recommended offer for all of the issued share capital of Datamonitor were agreed in May 2007. Datamonitor shareholders received 650 pence in cash for each Datamonitor share held, valuing Datamonitor’s fully diluted ordinary share capital at approximately £502 million.
The offer became unconditional on 13 July 2007 and Datamonitor shares were delisted from the London Stock Exchange on 10 August 2007. The acquisition completed on 31 July 2007.
- Proposed Acquisition of Datamonitor
- Recommended Offer for Datamonitor Declared Unconditional in All Respects
- Delisting of Datamonitor
- Completion of Compulsory Acquisition Procedures
IIR Holdings Acquisition
Informa acquired IIR Holdings Ltd on 7 July 2005.
The proposed acquisition was announced on 1 June 2005, comprising a cash consideration of US$1.4 billion (£768 million). At the same time, Informa announced a two for five Rights Issue to part finance the transaction, where the remainder was financed by a new committed debt facility of £1,250 million.
The Rights Issue was priced at 265 pence per new ordinary share, a discount of approximately 35% to the closing middle market price of 407 pence on 31 May 2005. 122,046,508 new ordinary shares were offered, raising £311 million net of expenses.
Shareholder approval was attained on 30 June 2005 for the acquisition, which was finalised on 7 July 2005.
Taylor & Francis Merger
Informa merged with Taylor & Francis plc in May 2004 through a Scheme of Arrangement.
Under the terms of the merger, Informa shareholders retained their shares in the company and Taylor & Francis shareholders received 17 Informa shares for every 10 Taylor & Francis shares held. The terms of the merger also placed a value of £509 million on the entire issued share capital of Taylor & Francis.
The merger was announced on 2 March 2004 and completed on 10 May 2004. A total of 146, 329,938 Informa shares were issued to Taylor & Francis shareholders.