TIDMINM TIDMTTM
RNS Number : 2154H
Independent News & Media PLC
30 July 2019
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
30 July 2019
RECOMMENDED CASH OFFER
for
INDEPENDENT NEWS & MEDIA PLC
by
MEDIAHUIS NV
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
(the "Scheme")
COURT APPROVAL
The board of directors of Independent News & Media plc
("INM") announces that the High Court of Ireland has today approved
the Scheme.
The Scheme shall become effective on delivery to the Registrar
of Companies of the Court Order together with the minute required
by Section 86(1) of the Act confirming the capital reduction
necessary to implement the Scheme and registration of the Court
Order and minute by the Registrar of Companies. This is expected to
occur on 31 July 2019. Accordingly, the Scheme is expected to take
effect on 31 July 2019.
Trading of INM shares on Euronext Dublin and the main market of
the London Stock Exchange will be suspended from 7:30 a.m. on 31
July 2019 and cancellation of INM shares to trading on Euronext
Dublin and the main market of the London Stock Exchange will,
subject to the Scheme becoming effective on 31 July 2019, take
effect from 8:00 a.m. on 1 August 2019.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document published on 21 May 2019.
For further information please contact:
INM
Michael Doorly (CEO) +353 1 466 3200
Lazard (Financial Adviser to INM)
Nicholas Shott / Philippe Noël +44 207 187 2000
Davy (Corporate Broker to INM)
Ivan Murphy / Barry Murphy +353 1 679 6363
Wilson Hartnell (Public Relations Adviser to INM)
Brian Bell +353 87 243 6130
Mediahuis
An Steylemans (Head of Mediahuis Group Communication) +32 473 55 71 48
J.P. Morgan (Financial Adviser to Mediahuis)
Dwayne Lysaght / Gian Piero Sammartano / David Connern +44 20 7742 4000
Drury Porter Novelli (Public Relations Adviser to Mediahuis) +353 1 260 5000
+353 87 231 3085
Billy Murphy / Cathal Barry +353 87 227 9281
Statements required by the Takeover Rules
The INM Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the INM Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Additional Information
J.P. Morgan Securities plc, which is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated by the
Prudential Regulation Authority and the Financial Conduct
Authority, is acting as financial adviser exclusively for Mediahuis
and no one else in connection with the Acquisition and will not
regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than
Mediahuis for providing the protections afforded to clients of J.P.
Morgan or its affiliates, nor for providing advice in relation to
the Acquisition or any other matters referred to herein.
Lazard & Co., Limited, which is authorised and regulated by
the FCA, is acting as financial adviser to INM and no one else in
connection with the Acquisition and will not be responsible to
anyone other than INM for providing the protections afforded to
clients of Lazard & Co., Limited nor for providing advice in
connection with the Acquisition or the other matters referred to
herein. Neither Lazard & Co., Limited nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Lazard
& Co., Limited in connection with the Acquisition, this
announcement, any statement contained herein or otherwise.
Davy, which is authorised and regulated by the Central Bank of
Ireland, is acting exclusively for INM and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than INM for providing the
protections afforded to clients of Davy, or for providing advice in
connection with the matters referred to in this announcement.
Matheson are acting as legal advisers to INM and Arthur Cox are
acting as legal advisers to Mediahuis.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
This announcement has been prepared in compliance with the laws
of Ireland 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 of jurisdictions outside of
Ireland.
Overseas Shareholders
The distribution, release or publication of this announcement in
or into certain jurisdictions other than Ireland or the United
Kingdom may be restricted by the laws of those jurisdictions and
therefore any persons who are subject to the laws of any
jurisdiction other than Ireland or the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a
violation of the securities laws of such jurisdiction. This
announcement is not intended to and does not constitute, or form
part of, any offer to sell or issue or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful.
Rule 8 Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, "interested" (directly or indirectly) in, 1%
or more of any class of "relevant securities" of INM, all
"dealings" in any "relevant securities" of INM (including by means
of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by not later than
3.30 p.m. on the "business day" in Dublin following the date of the
relevant transaction. This requirement will continue until the date
on which the Offer Period ends. If two or more persons co-operate
on the basis of any agreement, either express or tacit, either oral
or written, to acquire an "interest" in "relevant securities" of
INM, they will be deemed to be a single person for the purpose of
Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of INM by Mediahuis, or by any
party Acting in Concert with any of them, must also be disclosed by
no later than 12.00 p.m. on the "business day" in Dublin following
the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks above are defined in the Takeover
Rules, which can also be found on the Irish Takeover Panel's
website www.irishtakeoverpanel.ie.
If you are in any doubt as to whether or not you are required to
disclose a "dealing" under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel on telephone number +353 1 678 9020.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPBBLFXKDFEBBZ
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