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INFORMA PLC (Incorporated As a Public Limited Company in England and Wales)

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INFORMA PLC (Incorporated As a Public Limited Company in England and Wales) BASE LISTING PARTICULARS INFORMA PLC (incorporated as a public limited company in England and Wales) Guaranteed by certain other companies in the Group £3,500,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this Base Listing Particulars (the "Base Listing Particulars") (the "Programme"), Informa PLC (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue euro medium term notes (the "Notes"). Application has been made to The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Notes issued under the Programme during the period of twelve months from the date hereof to be admitted to the official list (the "Official List") and to trading on the Global Exchange Market of Euronext Dublin (the "GEM"). This offering circular has been approved by Euronext Dublin as a Base Listing Particulars. References in this Base Listing Particulars to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the Official List and to trading on the GEM. The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between Issuer and the relevant Dealer (as defined below). This Base Listing Particulars does not constitute a prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The Issuer is not offering the Notes in any jurisdiction in circumstances that would require a prospectus to be prepared pursuant to the Prospectus Regulation. GEM is not a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II"). The Issuer has been assigned a rating of BBB- by S&P Global Ratings Europe Limited ("S&P") and Baa3 by Moody's Investors Service Ltd ("Moody's"). S&P and Moody's are established in the European Economic Area ("EEA") or in the United Kingdom (the "UK") and registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). Tranches of Notes to be issued under the Programme will be rated or unrated. Each of S&P and Moody's may in the future rate Notes issued under the Programme. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Issuer. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer (as defined below) and the Guarantors (as defined below) to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. The Notes and the Guarantee of the Notes (as defined herein) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The Notes will only be offered and sold outside the United States to non-U.S. persons in reliance on Regulation S. ARRANGER BNP PARIBAS DEALERS BANK OF CHINA BARCLAYS BNP PARIBAS BOFA SECURITIES HSBC MIZUHO SECURITIES MORGAN STANLEY MUFG SANTANDER CORPORATE & INVESTMENT STANDARD CHARTERED BANK BANKING 7 May 2020 250353-4-19230-v19.4 70-40738468 CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 1 OVERVIEW ................................................................................................................................................. 5 RISK FACTORS ........................................................................................................................................ 10 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 25 PRICING SUPPLEMENT AND DRAWDOWN LISTING PARTICULARS .......................................... 26 FORMS OF THE NOTES .......................................................................................................................... 27 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 33 FORM OF PRICING SUPPLEMENT ....................................................................................................... 70 USE OF PROCEEDS ................................................................................................................................. 79 INFORMATION ON THE ISSUER AND THE GROUP ......................................................................... 80 DESCRIPTION OF THE INITIAL GUARANTORS ................................................................................ 93 TAXATION ............................................................................................................................................... 95 SUBSCRIPTION AND SALE ................................................................................................................... 98 GENERAL INFORMATION .................................................................................................................. 102 250353-4-19230-v19.4 70-40738468 IMPORTANT NOTICES Responsibility for this Base Listing Particulars Each of Informa PLC ("Informa" or the "Issuer") and the Initial Guarantors (as defined below) accepts responsibility for the information contained in this Base Listing Particulars and the Pricing Supplement for each Tranche (as defined herein) of Notes issued under the Programme and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Listing Particulars is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Pricing Supplement/Drawdown Listing Particulars Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed to the extent described by a document specific to such Tranche called a pricing supplement (the "Pricing Supplement") or, as the case may be, as supplemented, amended and/or replaced to the extent described in a separate listing particulars specific to such Tranche (the "Drawdown Listing Particulars") as described under "Pricing Supplement and Drawdown Listing Particulars" below. Other relevant information This Base Listing Particulars must be read and construed together with any supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of a Pricing Supplement, must be read and construed together with the relevant Pricing Supplement. In the case of a Tranche of Notes which is the subject of a Drawdown Listing Particulars, each reference in this Base Listing Particulars to information being specified or identified in the relevant Pricing Supplement shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Listing Particulars unless the context requires otherwise. The Issuer and the Initial Guarantors have confirmed to the Dealers named under "Subscription and Sale" below that this Base Listing Particulars contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes (as defined below)) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Listing Particulars does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. Unauthorised information No person has been authorised by the Issuer or the Guarantors (as defined below) to give any information or to make any representation not contained in or not consistent with this Base Listing Particulars or any other document entered into in relation to the Programme or any information supplied by the Issuer or the Guarantors in relation to the Programme or the Notes, or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Guarantors, any Dealer or the Trustee. None of the Dealers, the Agents or the Trustee have separately verified the information contained in this Base Listing Particulars. None of the Dealers, the Agents or any of their respective affiliates have authorised the whole or any part of this Base Listing Particulars and none of them makes any representation or warranty
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