Ascential PLC has announced its intention to return £850 million to shareholders through a combination of a tender offer, a special dividend, and on-market share buyback programs. The company has published a shareholder circular in connection with the tender offer and a consolidation and division of its issued share capital to accompany the special dividend. Resolutions in respect of the tender offer and share consolidation will be put to shareholders at a general meeting to be held on 22 April 2024.
The tender offer would return up to £300 million to shareholders by acquiring up to 95,238,095 Ascential shares at a price of between 315 pence per share and 331 pence per share. The offer price range represents a premium to the closing price of Ascential shares on specific dates. The tender offer is conditional on the approval of shareholders and will open on 5 April 2024, closing on 3 May 2024.
The special dividend, intended to return at least £450 million to shareholders, will be increased if the tender offer is undersubscribed or does not take place. The Ascential board has concluded that the tender offer would form an appropriate component of the return of value, offering an important element of choice and taking into account the current composition of the register.
The benefits of the tender offer include providing qualifying shareholders with the opportunity to reduce their holdings of Ascential shares at a market-driven price with the possibility of a modest premium, while those who wish to retain their investment are not required to participate. The tender offer will reduce the number of Ascential shares in issue, potentially having a positive impact on the company's earnings per share as Ascential intends to cancel all acquired shares.
The company has provided detailed information in the circular regarding the terms and conditions of the tender offer and instructions for qualifying shareholders on how to participate. The tender offer is a significant move by Ascential PLC to return value to its shareholders and provide them with options to manage their investment in the company.