2014-2017 Growth Acceleration Plan Update

PRESS RELEASE

18 November 2014

Informa PLC

2014-2017 Growth Acceleration Plan Update

Strategic Acquisition in Global Exhibitions, further Portfolio Management & Additional Funding

Growth Acceleration Plan (“GAP”)

Informa PLC (“Informa” or the “Group”) is today announcing further progress with its 2014-2017 Growth Acceleration Plan, including:

• The acquisition of leading US trade show operator, Hanley Wood Exhibitions for £237m (US375m) in cash*;
• The decision to consider options for its smaller Consumer information and forecasting businesses within Business Intelligence;
• The announcement of a placing of up to 9.99% of the Group’s issued share capital, effectively funding the acquisition of Hanley Wood Exhibitions in full. 

GAP Acquisition Strategy: Construction & Real Estate

Today’s acquisition will further strengthen Informa’s growing Global Exhibitions business, adding 17 Trade Shows in the Construction and Real Estate vertical, including leading brands such as World of Concrete, Greenbuild and The International Surfaces Event. The US business will complement Informa’s existing Exhibitions in Construction and Real Estate across the globe, including the Cityscape, Construct and Global Real Estate Forum Brands.

This acquisition follows a number of strategic acquisitions by Informa’s Global Exhibitions Division, including SupplySideWest, Fan Expo Canada / Dallas, and China Beauty Expo.

Stephen A. Carter, Group Chief Executive, said:

“This acquisition enhances our presence in North American Construction and Real Estate, where we will gain a strong portfolio of brands and shows that serve this growing industry. The transaction is expected to be earnings-enhancing in 2015 as we continue to implement the group-wide Growth Acceleration Plan.”

The Management Team of the US Exhibitions Business, led by Rick McConnell and based in Irving, Texas, will join Informa from Hanley Wood.  

Peter Goldstone, Chief Executive Officer of Hanley Wood, said:

“Informa has a clear ambition to build a world-class Exhibitions Business. It will be a great home for the customers and employees of Hanley Wood’s Exhibitions business, becoming part of a Group with the capability to deliver further international expansion.”

Under the purchase agreement, Informa and Hanley Wood have agreed to enter into a 10-year partnership for the provision of mutual editorial, marketing and commercial support.

GAP Acquisition Strategy: Growth Outlook

In the twelve months to the end of March 2015, the US Exhibitions Business being acquired is expected to report revenue of £41.3m ($67.7m) and adjusted EBITDA of £21.0m ($34.4m). Market-confidence in the North American Construction and Real Estate vertical remains strong, which is reflected in encouraging forward bookings across the portfolio of Exhibitions being acquired. Strong underlying momentum is expected to drive ongoing attractive levels of growth in the business, which should ensure that the acquisition is earnings-enhancing in Informa’s first full year of ownership.

Following the acquisition, the Americas as a region will account for close to half of Informa’s revenue in Global Exhibitions on a pro-forma basis, with the balance split fairly evenly between the Middle East / Africa and the Rest of the World.

GAP Portfolio Management

The acquisition announced today is part of Informa’s broader Portfolio Management programme, which aims to pro-actively adjust the portfolio mix to improve the geographical and vertical orientation and focus of the overall business.

As part of this programme, management is also now examining alternatives for its smaller Consumer information and forecasting businesses that are currently part of the Business Intelligence Division. 

GAP Funding  

The acquisition announced today is being financed from existing Company resources.  

As part of the 2014-2017 Growth Acceleration Plan, Informa is committed to a targeted, disciplined and proactive acquisition strategy. The placing of new ordinary shares separately announced today will provide Informa with the financial flexibility to continue with this strategy in the future.  Net proceeds will broadly equate to 80% of the total investment made in Exhibitions businesses in the strategically important Americas region during 2014, including today’s announced acquisition.

This placing of shares follows on from the recent strengthening of Informa’s balance sheet with a £900m five-year revolving credit facility, which replaced the previous £625m facility.

Following today’s announcements, Informa still expects to deliver adjusted EPS for 2014 in line with the market consensus, which currently sits within the range of 39p-40p. This is despite the anticipated dilution from event phasing at the newly-acquired Exhibitions Business in the final month of 2014 and the impact of the proposed placing of shares.

Following the acquisition and the proposed placing, the Group’s pro-forma net debt to EBITDA ratio at December 2014 is expected to be at the lower end of its stated target leverage range of 2.0x to 2.5x.

Completion of the acquisition is subject to US regulatory approval.

Stephen A. Carter, Group Chief Executive, concluded:

“We are pleased to be announcing today’s acquisition in the strategically important US Exhibitions market, as well as ongoing portfolio management in our Business Intelligence Division and additional funding. This further supports the implementation of our strategy of Measured Change and the Growth Acceleration Plan that we outlined at the recent Investor Presentation.”

Enquiries

 Notes to editors

*The terms of the deal include a further $5m potential consideration, contingent on the performance of the business.

Barclays Bank PLC ("Barclays") and Merrill Lynch International ("BofA Merrill Lynch") acted as Financial Advisors and Corporate Brokers to Informa on the transaction.

Centerview Partners acted in its capacity as a retained US Strategic Financial Advisor to Informa on the transaction. B.Riley & Co., LLC acted as Financial Advisor to Informa on the transaction.

About Informa PLC

Informa operates at the heart of the Knowledge and Information Economy. It is one of the world’s leading business intelligence, knowledge, and events businesses, with more than 6,000 employees in over 100 offices across 25 countries. To learn more, visit www.informa.com.

About Hanley Wood

Hanley Wood is a premier information, media, event, and strategic marketing services company serving the residential, commercial design and construction industries. Utilizing the largest editorial- and analytics-driven construction market database, the company produces powerful market data and insights; award-winning publications, newsletters and websites; marquee trade shows and executive events; and strategic marketing solutions. To learn more, visit www.hanleywood.com.

About Hanley Wood Exhibition

In the year ended 31 December 2013, Hanley Wood Exhibitions reported Profit Before Tax of £9.2m (US$14.4m). Gross assets at 31 December 2013 were £104.2m (US$172.0m).

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Group’s current expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan” “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts and reflect the directors’ beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, neither the Group nor the financial advisers assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Group for the current or future financial years will necessarily match or exceed the historical or published earnings of the Group. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

Barclays and BofA Merrill Lynch which, are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for Informa and no one else in connection with the acquisition and will not be responsible to anyone other than Informa for providing the protections afforded to their clients or for providing advice in relation to the acquisition or in relation to the contents of this Announcement or any transaction or any other matters referred to herein.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein will be made in the United States.