Informa PLC
06 October 2026
Informa PLC
6 October 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
6 October 2026
INFORMA PLC
("Informa", the "Company", or the "Group")
Results of equity issue
Further to the announcement released by Informa plc earlier today, the Company announces that it has successfully raised gross proceeds of approximately £940 million through the issue of new ordinary shares of 0.1 pence each in the capital of the Company (the “New Ordinary Shares”) (the “Equity Issue”).
Stephen A. Carter, Group Chief Executive of Informa, commented:
“It is great to see such a positive response to today’s news. The interest in our shares reflects strong investor support for the acquisition of Clarion and the decision to focus Informa as a leading international B2B business.”
A total of 108,118,901 New Ordinary Shares in the capital of the Company (the “Placing Shares”) have been placed with existing institutional shareholders and other investors (the “Placing”) by Morgan Stanley & Co. International plc (“Morgan Stanley”), Merrill Lynch International (“BofA Securities”) and Deutsche Bank AG, London Branch (“Deutsche Bank”) at a price of 860 pence per Placing Share (the “Placing Price”). Morgan Stanley is acting as sole global coordinator (the “Sole Global Coordinator”) and joint bookrunner in connection with the Placing. BofA Securities and Deutsche Bank are acting as joint bookrunners in connection with the Placing (BofA Securities, Deutsche Bank, together with Morgan Stanley, the “Banks”). The Banks are also the Company’s Corporate Brokers.
Concurrently with the Placing, eligible retail investors have subscribed in the offer made by the Company via RetailBook for a total of 1,000,000 New Ordinary Shares (the “Retail Offer Shares”) at the Placing Price (the “Retail Offer”).
In addition, all eligible directors and the executive management team of the Company have subscribed for an aggregate of 183,425 of New Ordinary Shares at the Placing Price (the “Subscription Shares”) (the “Subscription”).
The Placing, Retail Offer and the Subscription in aggregate will comprise 109,302,326 New Ordinary Shares and represent approximately 8.7 per cent. of the existing issued ordinary share capital of the Company prior to the Equity Issue.
The Placing Price represents a discount of approximately 0.2 per cent to the closing price of 862 pence on 5 October 2026, being the last practicable date prior to the date of this Announcement.
Application will be made for the admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on the main market for listed securities of the London Stock Exchange (the "Main Market") (“Admission”). It is expected that settlement of the Placing Shares, the Subscription Shares and the Retail Offer Shares will take place on or around 8 October 2026 and Admission will become effective and dealings will commence at that time.
The Placing, the Retail Offer and the Subscription are conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Banks (the “Placing Agreement”) not being terminated in accordance with its terms. The Placing is not conditional upon the Retail Offer or the Subscription. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.
The Company has undertaken to the Banks that, between the date of the Placing Agreement and 90 calendar days after the date of Admission, it will not, directly or indirectly, issue or allot ordinary shares (save for the Retail Offer and the Subscription), subject to customary exceptions or waiver by the Banks.
For the purposes of the Disclosure Guidance and Transparency Rules, following Admission (expected to be on or around 8 October 2026), the total number of shares in issue in the Company will be 1,366,314,017 ordinary shares of 0.1 pence each. No ordinary shares are held by the Company in treasury and, therefore, following Admission, the total number of voting shares in the Company in issue will be 1,366,314,017. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Admission
Application will be made for the admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on the Main Market. Admission of the Placing Shares, the Retail Offer Shares and the Subscription Shares is expected to become effective at 8.00 a.m. (BST) on or around 8 October 2026.
The New Ordinary Shares will trade under ISIN GB00BMJ6DW54.
Pre-Emption Group Reporting
The Equity Issue is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
Name of issuer |
Informa plc |
Transaction details |
The Equity Issue of 109,302,326 New Ordinary Shares comprises the Placing to institutional investors, the Retail Offer to eligible UK retail investors via RetailBook and the Subscription by certain directors and the executive management team of the Company, and represents, in aggregate, not more than approximately 10 per cent. of the existing issued ordinary share capital of the Company prior to the Equity Issue. Settlement for the Placing Shares, the Retail Offer Shares, the Subscription Shares, and Admission is expected to become effective at 8.00 a.m. (BST) on or around 8 October 2026. |
Use of proceeds |
The Company intends to use the net proceeds raised pursuant to the Equity Issue to fund a portion of the consideration for the Acquisition and transaction-related costs. |
Quantum of proceeds |
In aggregate, the Placing and Retail Offer raised gross proceeds of approximately £938 million and net proceeds of approximately £927 million. The Subscription would, if completed, raise additional proceeds of up to approximately £1.6 million. |
Discount |
The Placing Price represents a discount of approximately 4.3 per cent. to the middle market price of 899 pence per Ordinary Share at the time at which the Company and the Sole Global Coordinator agreed the Placing Price, and approximately 0.2 per cent to the closing price of 862 pence on 5 October 2026, being the last practicable date prior to the date of this Announcement. |
Allocations |
Allocations were determined in consultation between the Company and the Sole Global Coordinator, and were carried out in compliance with the applicable MiFID II allocation requirements. Where possible, soft pre-emption has been adhered to in the allocations process. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata entitlements, and wall-crossed investors. |
Consultation |
Prior to launch of the Placing, the Banks undertook a market sounding process, including with major shareholders, to the extent reasonably practicable and permitted by law. |
Retail investors |
The Equity Issue included the Retail Offer, for a total of 1,000,000 Retail Offer Shares, via the RetailBook platform. Retail investors who participated in the Retail Offer were able to do so at the same Placing Price as all other investors participating in the Placing and the Subscription. The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through RetailBook’s partner network of retail brokers, wealth managers and investment platforms. As such, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Retail Offer alongside institutional investors. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption. |
FOR FURTHER INFORMATION, PLEASE CONTACT:
Informa plc Stephen A. Carter, Group Chief Executive Gareth Wright, Group Finance Director Richard Menzies-Gow, Director of IR & Communications |
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Morgan Stanley (Sole Global Coordinator, Joint Bookrunner and Joint Corporate Broker) Anthony Zammit Andrew Foster Josh Williams Emma Whitehouse |
+44 (0) 20 7425 8000 |
BofA Securities (Joint Bookrunner and Joint Corporate Broker) Ed Peel Sid Rishi
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+44 (0) 20 7628 1000 |
Deutsche Bank (Joint Bookrunner and Joint Corporate Broker) Will Baunton |
+44 (0) 20 7545 8000 |
Teneo Strategy Tim Burt Ed Cropley
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IMPORTANT NOTICES
No action has been taken by the Company, the Banks or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required.
No action has been taken by the Company, the Banks or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Banks or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors"); and (b) in the United Kingdom, persons who are "qualified investors" within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 ("POATR") who are also persons who: (i) fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in Articles 49(2)(a) to (d) have been, or will at the relevant time be, satisfied); or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
The distribution of this Announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Banks or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN,JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan, Jersey or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "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 or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the securities referred to herein have been subject to a product approval process, which has determined that such securities referred to herein are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the " UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the securities referred to herein may decline and investors could lose all or part of their investment; the securities referred to herein offer no guaranteed income and no capital protection; and an investment in the securities referred to herein is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the securities referred to herein. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in the Appendices to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendices to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, the Banks and any of their respective affiliates, agents, directors, officers or employees each expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement or any other information contained in this Announcement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or regulation, the UK Listing Rules, UK MAR, EU MAR, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the FCA.
Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
Morgan Stanley and BofA Securities are each authorised and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London, EC2Y 9DB.Deutsche Bank AG is subject to supervision by the European Central Bank(ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany,and the German Federal Financial Supervisory Authority(Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request.
In connection with the Placing, each of the Banks and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by the Banks and any of their respective affiliates acting in such capacity. In addition, the Banks and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Banks and any of their respective affiliates may from time to time acquire, hold or dispose of shares. None of the Banks intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Each of the Banks and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Banks and their respective affiliates may provide such services to the Company and/or its affiliates in the future. Certain of the Banks and/or their respective affiliates are lenders and/or any of the Banks and/or their respective affiliates may in the future be, lenders, and in some cases agents or managers for the lenders, under certain of the Group's credit facilities and other credit arrangements. The Company may use any net proceeds it receives from the sale of the Placing Shares to repay financial indebtedness, which may include such credit facilities and other credit arrangements. In their capacity as lenders, such lenders may, in the future, seek a reduction of a loan commitment to the Company or its affiliates, or impose incremental pricing or collateral requirements with respect to such facilities or credit arrangements, in the ordinary course of business. In addition, any of the Banks or their respective affiliates that have a lending relationship with the Company or its affiliates may routinely hedge their credit exposure to the Company and/or its affiliates consistent with their customary risk management policies; a typical hedging strategy would include any of the Banks or their respective affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Company's securities.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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