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Press Release: RELX [February 15, 2018]

Proposed simplification of the corporate structure

On 15 February 2018, RELX PLC and RELX NV announced a proposed further simplification of RELX Group's corporate structure, moving from the current dual parent holding company structure to a single parent company. The simplification follows the significant measures which were completed in 2015 and is a natural next step for RELX Group, removing complexity and increasing transparency.

The proposed simplification will be effected under the cross-border merger regulations in the UK and the Netherlands. It is proposed that RELX PLC and RELX NV will merge, with RELX PLC becoming the sole parent company of RELX Group plc. It is proposed that, RELX NV shareholders will receive one new RELX PLC share in exchange for each RELX NV share held at the time the simplification becomes effective, retaining their economic interest in the group at that time. Implementation of the simplification is expected in Q3 2018.

RELX Group is pleased to announce that the circular for RELX PLC and RELX NV shareholders (the "Circular") which sets out, amongst other things, the full terms and conditions of the proposed simplification and notice of the shareholder meetings of both RELX PLC and RELX NV, together with the action to be taken by RELX PLC and RELX NV shareholders, is now available to RELX PLC and RELX NV shareholders. In addition, RELX PLC has published a prospectus in relation to the proposed listing of the new RELX PLC shares on the London Stock Exchange and Euronext Amsterdam and the proposed additional listing of all existing RELX PLC shares on Euronext Amsterdam, such that all RELX PLC shares are listed on both exchanges (the "Prospectus"). The Prospectus has been approved by the UK Listing Authority and will be passported to the Netherlands.

The Circular and the Prospectus are available on the RELX Group website (www.relx.com). A copy of the Circular and Prospectus will also be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM.

Notices of the RELX PLC shareholder meetings and RELX NV EGM

Notices of the RELX PLC shareholder meetings, being the shareholder meeting convened by the UK High Court (the "RELX PLC Court Meeting") and the general meeting of shareholders (the "RELX PLC General Meeting"), are set out in the Circular. Both meetings will be held at Haymarket Hotel, 1 Suffolk Place, London, SW1Y 4HX on 27 June 2018. The RELX PLC Court Meeting will start at 9.30 a.m. (BST) and the RELX PLC General Meeting at 9.40 a.m. (BST) (or as soon thereafter as the RELX PLC Court Meeting shall have been concluded or adjourned).

Notice of the RELX NV EGM, which will be held at the Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701 1118 BN Schiphol on 28 June 2018, is set out in the Circular. The RELX NV EGM will start at 9.30 a.m. (CEST).

Timetable

An expected timetable of principal events relating to the proposed simplification is included in the Circular. The expected date of the UK High Court hearing (to sanction the merger, if approved by shareholders) and each of the subsequent dates set out in this timetable may change. These dates will depend, among other things, on the date on which the conditions to the proposed simplification (as set out in the Circular) are satisfied or, if capable of waiver, waived.

If any of the key dates set out in the timetable change, RELX PLC and RELX NV will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on the RELX Group website at www.relx.com.


Summary: RELX PLC and RELX NV announced a proposed further simplification of RELX Group's corporate structure, moving from the current dual parent holding company structure to a single parent company. The simplification follows the significant measures which were completed in 2015 and is a natural next step for RELX Group, removing complexity and increasing transparency. It is proposed that RELX PLC and RELX NV will merge, with RELX PLC becoming the sole parent company of RELX Group plc. It is proposed that, RELX NV shareholders will receive one new RELX PLC share in exchange for each RELX NV share held at the time the simplification becomes effective, retaining their economic interest in the group at that time. Implementation of the simplification is expected in Q3 2018.
Publication Year:2018
Type of Material:Press Release
LanguageEnglish
Date Issued:February 15, 2018
Publisher:RELX
Company:
Company: RELX
Subject: Mergers and acquisitions
Permalink: https://librarytechnology.org/pr/28050/proposed-simplification-of-the-corporate-structure

DocumentID: 28050 views: 8 Created: 2022-11-23 10:15:19 Last Modified: 2022-11-30 06:29:07.