TIDMJPR
RNS Number : 3086K
Johnston Press PLC
23 June 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR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.
23 June 2014
Johnston Press PLC
JOHNSTON PRESS PLC ANNOUNCES THE RECEIPT OF PROCEEDS IN
CONNECTION WITH ITS CAPITAL REFINANCING PLAN
Johnston Press plc (the "Company") is pleased to announce the
successful completion of its Capital Refinancing Plan (announced on
9 May 2014). Gross proceeds of GBP140.0 million have now been
received by the Company in connection with the Placing and the
Rights Issue, and further to the announcement made by the Company
on 14 May 2014, gross proceeds of GBP220.5 million from the
offering of GBP225.0 million 8.625% senior secured notes due 2019
at an issue price of 98% have now been released to the Group from
escrow. All amounts outstanding under the Existing Lending
Facilities have been prepaid and cancelled in full, the Private
Placement Notes have been redeemed in full, and the New Revolving
Credit Facility has become available.
END
Enquiries
Johnston Press
Ashley Highfield, Chief Executive Officer
David King, Chief Financial Officer
Jane Muirhead, Group Head of PR
+44 (0) 20 7612 2616
Buchanan
Richard Oldworth/Sophie McNulty/Clare Akhurst
+44 (0) 20 7466 5000
Panmure Gordon
Investment Banking: Dominic Morley/Andrew Potts
Corporate Broking: Adam Pollock/Maisie Atkinson
+44 (0) 20 7886 2500
JP Morgan Cazenove
Nicholas Hall
+44 (0) 20 7742 4000
IMPORTANT NOTICE
The defined terms set out in the prospectus of the Company
published on 9 May 2014 (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").
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 will give
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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