Ascential has announced that it intends to separate its worldwide digital commerce business into a separate US-listed company and to sell WGSN, with its events company remaining in UK listed Ascential.
In April 2022, the Board confirmed that it was evaluating the optimal organisational and capital structure for its businesses to successfully deliver on their strategy and to maximise shareholder value, including an assessment of the merits of a managed separation of certain assets comprising the Group.
Ascential consists of a portfolio of excellent businesses, which have benefited from significant investment and have strong growth prospects in sizeable markets with excellent competitive positions.
These businesses each have attractive but distinct investment propositions, and their diverse operating models mean they have a range of growth, margin and cash flow profiles, as well as differing organisational and capital requirements.
Geographicconcentrationsofrevenueandemployeesfurther differentiate our segments. Notably, Digital Commerce revenues are predominantly in North America.
Therefore, the Board today announces that it is proposing to undertake a series of interdependent transactions which recognise and address these distinctions, and better position each business to independently pursue and achieve their growth ambitions, while also realising the best near and long- term value for shareholders.
Subject to shareholder approvals, it is the Board’s intention to pursue both a separation of its world-wide Digital Commerce assets into an independent, publicly traded company listed in the United States as well as a process for the sale of WGSN, with our world-class Events businesses continuing with a UK listing as Ascential plc.
In addition to its considerations around maximising shareholder value and creating the optimal organisational structure for the Group’s portfolio of businesses, the Board believes that these combined actions will also: (i) enable the return of a significant proportion of WGSN sale proceeds to shareholders; (ii) provide growth capital for all of the Group’s businesses; (iii) better enable Digital Commerce to attract and retain talent, have its own currency for M&A and ultimately open up incremental pools of capital; and (iv) position a well-capitalised Events business, comprising some of the best assets in the industry, being Money20/20 and Lions, including WARC, for continued success as a high quality, independent UK-listed business.
The Company may achieve a public listing in the United States for its Digital Commerce business by conducting a public offering of shares and/or a spin-off distributing shares on a pro rata basis to its shareholders. To this end, the Company is undertaking preparations to complete the required financial statements and disclosures that would be required for a public offering or spin-off.
In addition to being subject to customary conditions, the completion of a transaction to take Digital Commerce public in the United States would also be subject to the U.S. Securities and Exchange Commission filing and review process.
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