TIDMJPR
RNS Number : 1110I
Johnston Press PLC
27 May 2014
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER
RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THE PRESS RELEASE.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OR ANY OTHER JURISDICTION. THIS ANNOUNCEMENT IS AN
ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE
PROSPECTUS PUBLISHED IN CONNECTION WITH THE PLACING AND THE RIGHTS
ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE AT THE OFFICES OF
ASHURST LLP, BROADWALK HOUSE, 5 APPOLD STREET, LONDON EC2A 2HA AND
ON THE WEBSITE OF JOHNSTON PRESS PLC AT
WWW.JOHNSTONPRESS.CO.UK.
27 May 2014
Johnston Press PLC
RESULT OF GENERAL MEETING
A General Meeting of Johnston Press PLC (the "Company") was held
at 9.00 a.m. on 27 May 2014 at the offices of Ashurst LLP,
Broadwalk House, 5 Appold Street, London EC2A 2HA. The special
resolution providing the requisite approvals and authorities from
the shareholders of the Company in relation to the Placing and
Rights Issue (the "Resolution"), as set out in the notice of
general meeting contained in the prospectus and circular sent to
shareholders on 9 May 2014 (the "Prospectus"), was duly passed on a
show of hands.
The table below shows the votes received for and against the
Resolution, representing a total of 67.13 per cent. of the
690,294,608 ordinary shares in issue as at the date of the
meeting.
For(1) % Against % Total cast Votes withheld(2)
---------------- ------------ ------ ---------- ----- ------------ ------------------
The Resolution 461,749,493 99.65 1,633,584 0.35 463,383,077 1,135,044
---------------- ------------ ------ ---------- ----- ------------ ------------------
(1) Any proxy appointments which gave discretion to the Chairman
have been included in the "For" total.
(2) A "vote withheld" is not a vote in law and is therefore not
counted towards the proportion of votes "For" and "Against" the
Resolution.
The voting figures will be displayed shortly on the Company's
website at www.johnstonpress.co.uk.
A copy of the Resolution has been submitted to the National
Storage Mechanism in accordance with rule 9.6.2 of the Listing
Rules and will be available for inspection at
http://www.morningstar.co.uk/uk/nsm.
The Prospectus published by the Company on 9 May 2014 is also
available for inspection at the offices of Ashurst LLP, Broadwalk
House, 5 Appold Street, London EC2A 2HA.
Provisional Allotment Letters are expected to be posted tomorrow
to Qualifying non-CREST Shareholders, other than (subject to
certain exceptions) Qualifying non-CREST Shareholders who are
Excluded Shareholders, and Qualifying CREST Shareholders (subject
to certain exceptions) will receive a credit to their appropriate
stock accounts in CREST in respect of the Nil Paid Rights to which
they are entitled on 29 May 2014.
Applications have been made to the UKLA for 13,676,149 New
Placing Shares and 4,589,889,334 New Ordinary Shares (nil paid) to
be admitted to the premium listing segment of the Official List and
to the London Stock Exchange for the 13,676,149 New Placing Shares
and 4,589,889,334 New Ordinary Shares (nil paid) to be admitted to
trading on the main market for listed securities of the London
Stock Exchange. The Company has also made an application to the UK
Listing Authority for a block listing of 232,830,525 New Ordinary
Shares to be admitted to the Official List and to the London Stock
Exchange for the Ordinary Shares to be admitted to trading on its
main market, in relation to the outstanding Warrants. These
232,830,525 New Ordinary Shares will rank pari passu with the
existing Ordinary Shares and will only be issued following receipt
of exercise of any Warrants. It is expected that Placing Admission
of the 13,676,149 New Placing Shares, Admission of the
4,589,889,334 New Ordinary Shares (nil paid) and the blocklisting
of the 232,830,525 New Ordinary Shares in respect of the Warrants
will occur and dealings in the 13,676,149 New Placing Shares and
the 4,589,889,334 New Ordinary Shares (nil paid) will commence at
or around 8.00 a.m. on 29 May 2014.
The latest time and date for acceptance, payment in full and
registration of renunciation of Provisional Allotment Letters is
expected to be 11.00 a.m. on 12 June 2014. The Capital Refinancing
Plan is expected to complete on 30 June 2014.
END
Enquiries
For further information contact:
Ashley Highfield, Chief Executive Officer +44 (0) 20 7612 2610
David King, Chief Financial Officer +44 (0) 20 7612 2602
Media enquiries:
Jane Muirhead, Group Head of PR +44 (0) 20 7612 2616
Buchanan
Richard Oldworth/Sophie McNulty/Clare Akhurst
+44 (0) 20 7466 5000
IMPORTANT NOTICE
The defined terms set out in the Prospectus apply in this
announcement.
This announcement has been issued by and is the sole
responsibility of Johnston Press PLC ("Johnston Press" or the
"Company"). A copy of the Prospectus is available at the offices of
Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA and
on the Company's website at www.johnstonpress.co.uk provided that
the Prospectus is not, subject to certain exceptions, available
(whether through the website or otherwise) in the United States,
Canada, Australia, Japan or the Republic of South Africa. Neither
the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms
part of, this announcement. The Prospectus gives further details of
the Placing Shares, New Ordinary Shares, the Nil Paid Rights and
the Fully Paid Rights being offered pursuant to the Placing and
Rights Issue.
This announcement is not a prospectus but an advertisement and
investors should not acquire any New Bonds, Placing Shares, Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares referred to
in this announcement except on the basis of the information
contained in the Prospectus or related offering memorandum in the
case of the New Bonds. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy
or completeness. The information in this announcement is subject to
change.
Each of Rothschild, Panmure Gordon and JP Morgan Cazenove and
their respective nominated affiliates are acting for Johnston Press
and no one else in connection with the Placing and the Rights
Issue, and will not be responsible to anyone other than Johnston
Press for providing the protections afforded to its clients or for
providing advice in relation to the Placing and the Rights Issue or
any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon Rothschild, Panmure Gordon and JP Morgan
Cazenove by the FSMA or the regulatory regime established
thereunder, none of Rothschild, Panmure Gordon and JP Morgan
Cazenove accepts any responsibility whatsoever and makes no
representation or warranty, express or implied, concerning the
contents of this announcement, including its accuracy, completeness
or verification, or concerning any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the Nil Paid Rights, the Fully Paid Rights, the New
Ordinary Shares, the Provisional Allotment Letters, the Rights
Issue or the Placing, and nothing in this announcement is, or shall
be relied upon as, a promise or representation in this respect,
whether as to the past or future. Each of Rothschild, Panmure
Gordon and JP Morgan Cazenove accordingly disclaims to the fullest
extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise (save as referred to
herein) which it might otherwise have in respect of this
announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for the New Bonds, Placing Shares, Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares or to take up any
entitlements to Nil Paid Rights in any jurisdiction in which such
an offer or solicitation is unlawful. This announcement cannot be
relied upon for any investment contract or decision.
The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, Canada, Australia, Japan or the Republic of South Africa
and should not be distributed, forwarded to or transmitted in or
into any jurisdiction where to do so might constitute a violation
of local securities laws or regulations.
This announcement does not constitute or form part of an offer
or solicitation to purchase or subscribe for securities of the
Company or the New Bonds Issuer in the United States, Canada,
Australia, Japan or the Republic of South Africa. None of the New
Bonds, the Placing Shares, Nil Paid Rights, the Fully Paid Rights
or the New Ordinary Shares have been or will be registered under
the US Securities Act of 1933 (the "Securities Act") or under the
applicable securities laws of any state or other jurisdiction of
the United States or the securities legislation of any province or
territory of Canada, Australia, Japan or the Republic of South
Africa. Accordingly, the New Bonds, Placing Shares, Nil Paid
Rights, the Fully Paid Rights or the New Ordinary Shares may not be
offered, sold, resold, delivered or distributed, directly or
indirectly, in or into the United States absent registration, or an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with state securities laws, or in or into Canada, Australia, Japan
or the Republic of South Africa except in accordance with
applicable law. There will be no public offer of New Bonds, Placing
Shares, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares
in the United States, Canada, Australia, Japan or the Republic of
South Africa.
The distribution of this announcement and/or the Prospectus
and/or the Provisional Allotment Letter and/or the transfer of New
Bonds, Nil Paid Rights, Fully Paid Rights and/or New Ordinary
Shares into jurisdictions other than the United Kingdom may be
restricted by law, and, therefore, persons into whose possession
this announcement and/or the Prospectus and/or the Provisional
Allotment Letter comes should inform themselves about and observe
any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
such jurisdiction. In particular, subject to certain exceptions,
the Prospectus and the Provisional Allotment Letter should not be
distributed, forwarded to or transmitted in or into the United
States, Canada, Australia, Japan or the Republic of South
Africa.
This announcement does not constitute a recommendation
concerning the Placing and Rights Issue or the New Bonds. The price
and value of securities can go down as well as up. Past performance
is not a guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial
or tax advice. Each Shareholder or prospective investor should
consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
This announcement has been prepared for the purposes of
complying with applicable law and regulations in the United Kingdom
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 United Kingdom.
No incorporation of website information
The contents of the Company's website or any website mentioned
in this announcement or any website directly or indirectly linked
to the Company's website have not been verified and do not form
part of this announcement and investors should not rely on it.
Information regarding forward-looking statements
This announcement includes forward-looking statements. The words
"believe", "anticipate", "expect", "intend", "aim", "plan",
"predict", "continue", "assume", "positioned", "may", "will",
"should", "shall", "risk" and other similar expressions that are
predictions of or indicate future events and future trends identify
forward-looking statements. These forward-looking statements
include all matters that are not historical facts. In particular,
any statements regarding the Company's strategy, dividend policy
and other future events or prospects are forward-looking
statements. You should not place undue reliance on forward-looking
statements because they involve known and unknown risks,
uncertainties and other factors that are in many cases beyond the
Company's control. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. We
caution you that forward-looking statements are not guarantees of
future performance and that the Company's actual results of
operations, financial condition and the development of the industry
in which the Company operates may differ materially from those made
in or suggested by the forward-looking statements contained in this
announcement. The cautionary statements set out above should be
considered in connection with any subsequent written or oral
forward-looking statements that the Company, or persons acting on
its behalf, may issue. These forward-looking statements reflect the
Company's judgment at the date of this announcement and are not
intended to give any assurances as to future results. Save for
those forward-looking statements required by the Listing Rules,
Disclosure Rules and Transparency Rules and/or the Prospectus
Rules, the Company undertakes no obligation to update these
forward-looking statements, and will not publicly release any
revisions it may make to these forward-looking statements that may
result from events or circumstances arising after the date of this
announcement. The Company will comply with its obligations to
publish updated information as required by law or by any regulatory
authority but assumes no further obligation to publish additional
information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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