NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
17 August 2018
Court approval of proposed simplification of the corporate structure of RELX Group
RELX PLC and RELX N.V. are pleased to announce that the High Court of Justice in England and Wales has today approved the cross-border merger between RELX PLC and RELX N.V. pursuant to Regulation 16 of The Companies (Cross-Border Mergers) Regulations 2007, by which the current RELX Group dual parent company structure will be simplified to a single parent company structure, with RELX PLC as the surviving parent company (the “Simplification”).
The Effective Date of the Simplification will be Saturday, 8 September 2018. Shareholders of RELX N.V. will receive one new ordinary share in RELX PLC in exchange for each existing ordinary share held by them in RELX N.V. at the Effective Date.
Full details of the terms of the Simplification and the expected timetable of principal events for the implementation of the Simplification remain the same as set out in the Circular published on 9 May 2018. Terms defined in the Circular have the same meanings in this announcement.
For further information, please contact:
Colin Tennant (Investors)
Tel : +44 (0)20 7166 5751
Paul Abrahams (Media)
Tel : +44 (0)20 7166 5724
This Announcement does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the simplification. It does not constitute a prospectus or prospectus equivalent document and investors should not make any investment decision in relation to any shares referred to in this Announcement. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and applicable European rules and regulations.
The release, publication or distribution of this Announcement in jurisdictions other than the UK, the Netherlands and the US may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the UK, the Netherlands or the US should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdiction. This Announcement has been prepared to comply with UK, Dutch and US law and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the UK, the Netherlands and the US.
DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS
This Announcement contains forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. These statements are subject to a number of risks and uncertainties that could cause actual results or outcomes to differ materially from those currently being anticipated. The terms “outlook”, “estimate”, “project”, “plan”, “intend”, “expect”, “should be”, “will be”, “believe”, “trends” and similar expressions identify forward-looking statements. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include, but are not limited to: current and future economic, political and market forces; changes in law and legal interpretations affecting the RELX Group intellectual property rights; regulatory and other changes regarding the collection, transfer or use of third party content and data; demand for the RELX Group products and services; competitive factors in the industries in which the RELX Group operates; compromises of our data security systems and interruptions in our information technology systems; legislative, fiscal, tax and regulatory developments and political risks; exchange rate fluctuations; and other risks referenced from time to time in the filings of RELX PLC and RELX N.V. with the US Securities and Exchange Commission.