TIDMJPR
RNS Number : 2841V
Johnston Press PLC
24 October 2014
Johnston Press plc
Proposed Sub-Division and Consolidation of Ordinary Shares,
Proposed amendments to rules of Share Schemes
and
Notice of General Meeting and Posting of Circular
24 October 2014
Johnston Press plc (the "Company") announces the proposed
sub-division and consolidation of its Existing Ordinary Shares (the
"Share Capital Reorganisation") and accompanying proposed
amendments to the rules of its Share Schemes (the "Share Scheme
Amendment"). As a result of the recently completed Capital
Refinancing Plan, the Company presently has a very large number of
Existing Ordinary Shares in issue, each of which has a nominal
value of one penny. The Company now proposes to consolidate every
50 of its Existing Ordinary Shares into one New Ordinary Share in
order to reduce the number of shares in issue.
Summary of Proposals
-- The Share Capital Reorganisation will reduce the number of
shares in issue and result in a share price that will be at a level
that the Directors believe is more appropriate for a business of
the Company's size in the UK market and should be more attractive
to a greater number of potential investors.
-- The Share Capital Reorganisation has been structured so as to
retain the nominal value of one penny each per New Ordinary Share,
which allows the Company to retain the flexibility which a lower
nominal value provides.
-- The Share Capital Reorganisation and Share Scheme Amendment will consist of:
- a sub-division of each Existing Ordinary Shares of one penny
each into one Intermediate Ordinary Share of 1/50 pence each and
one Second Class Deferred Share of 49/50 pence each;
- immediately thereafter, a consolidation of every 50
Intermediate Ordinary Shares of 1/50 pence each into one New
Ordinary Share of one penny each;
- the aggregation of fractional entitlements resulting from the
consolidation (where any individual shareholding is not exactly
divisible by 50) into New Ordinary Shares and the sale of such
aggregated fractional entitlements in the market after the Share
Capital Reorganisation has become effective;
- the amendment of the Company's Articles to set out the rights
and restrictions attaching to the Second Class Deferred Shares;
and
- the amendment to the rules of the Share Schemes to reflect the
impact of the Capital Refinancing Plan and the Share Capital
Reorganisation in relation to the calculation of dilution limits
under the Share Schemes.
Notice of General Meeting & Further Information
Each aspect of the Share Capital Reorganisation and Share Scheme
Amendment is conditional upon the approval of shareholders. A
general meeting of shareholders is to be held at 9.00 a.m. on 12
November 2014 at the offices of Ashurst LLP, Broadwalk House, 5
Appold Street, London EC2A 2HA for the purpose of seeking such
approval. A Circular containing further details and a notice
convening the General Meeting, at which the Share Capital
Reorganisation Resolution will be proposed, is expected to be
published today and certain extracts from the Circular are set out
below. For the avoidance of doubt, the Company's Preference Shares
and A Preferences Shares will not be impacted by the Share Capital
Reorganisation; however, holders of Preference Shares and/or A
Preference Shares are entitled to attend and vote at the General
Meeting.
The Circular will be submitted to the National Storage
Mechanism, where it will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM and will shortly be available for
viewing on the Company's website at www.johnstonpress.co.uk.
If all requisite shareholder approvals are obtained, the
proposals are expected to become effective, and dealings in the New
Ordinary Shares are expected to commence, on 13 November 2014.
Capitalised terms used in this announcement have the meanings
given to them in Appendix III.
Further details of the Share Capital Reorganisation and the
Share Scheme Amendment are set out in the appendices below.
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
APPENDIX I: FURTHER DETAILS ON THE SHARE CAPITAL REORGANISATION
AND THE SHARE SCHEME AMENDMENT
Introduction and Share Capital Reorganisation Proposal
As a result of the recently completed Capital Refinancing Plan,
the Company presently has a very large number of Existing Ordinary
Shares in issue, each of which has a nominal value of one penny.
The Company now wishes to consolidate every 50 of its Existing
Ordinary Shares into one New Ordinary Share in order to reduce the
number of shares in issue.
The Company also wishes to propose amendments to the rules of
the Share Schemes so that, when calculating the dilution limits set
out in the rules of the Share Schemes, the number of shares that
have been issued in satisfaction of the exercise and vesting of
share options and awards over the ten year period ending on the
date of the Share Capital Reorganisation is adjusted to take
account of both the Capital Refinancing Plan and the Share Capital
Reorganisation. Shareholders should be aware that the proposed
amendments have been considered and approved by the Company's
remuneration committee.
Each aspect of the Share Capital Reorganisation and Share Scheme
Amendment is conditional upon the approval of shareholders. A
General Meeting of shareholders is to be held on 12 November 2014
for the purpose of seeking such approval. A notice convening the
General Meeting, at which the Share Capital Reorganisation
Resolution will be proposed, is set out at the end of the
Circular.
The purpose of the Circular is to provide details of the Share
Capital Reorganisation, together with the Share Scheme Amendment,
and to explain why the Board considers the Share Capital
Reorganisation and the Share Scheme Amendment to be in the best
interests of the Company and its shareholders as a whole.
Background to and reasons for the Share Capital
Reorganisation
As part of the recent Capital Refinancing Plan, it was necessary
to sub-divide each Old Ordinary Share of 10 pence nominal value
into one Existing Ordinary Share of one penny nominal value and one
Existing Deferred Share of nine pence nominal value to enable the
Existing Ordinary Shares to be offered as part of the Capital
Refinancing Plan at a price of less than the original nominal value
of 10 pence per Old Ordinary Share. Following completion of the
Capital Refinancing Plan the Company's share capital now comprises
over 5.293 billion Existing Ordinary Shares. The Existing Deferred
Shares were created as part of the Capital Refinancing Plan and
were allotted to holders of Old Ordinary Shares in accordance with
the size of their respective holdings as at that date. The Existing
Deferred Shares are not traded on any public market, nor are they
capable of transfer without the consent of the Company, which
consequently means that the holders of the Existing Deferred Shares
have remained largely unchanged since 27 May 2014.
As a consequence of having a very large number of Existing
Ordinary Shares, with a very low share price, small movements in
the share price can result in large percentage movements and
therefore considerable volatility.
The Share Capital Reorganisation will reduce the number of
shares in issue and result in a share price that will be at a level
that the Directors believe is more appropriate for a company of the
Company's size in the UK market and should be more attractive to a
greater number of potential investors. Furthermore, the Share
Capital Reorganisation has been structured so as to retain the
nominal value of one penny each per New Ordinary Share, which
allows the Company to retain the flexibility which a lower nominal
value provides.
In anticipation of the Share Capital Reorganisation Resolution
being passed by shareholders, the Company will, immediately prior
to the General Meeting, issue such number of Existing Ordinary
Shares of one penny each which will result in the total number of
shares of the Company in issue being exactly divisible by 50.
Assuming no further Existing Ordinary Shares are issued between the
date of publication of the Circular and immediately before the
General Meeting, the Company's issued share capital will consist of
105,877,777 New Ordinary Shares after the Share Capital
Reorganisation.
Impact of the Share Capital Reorganisation
The Share Capital Reorganisation will consist of: (i) a
sub-division of each Existing Ordinary Shares of one penny each
into one Intermediate Ordinary Share of 1/50 pence each and one
Second Class Deferred Share of 49/50 pence each; and (ii)
immediately thereafter a consolidation of every 50 Intermediate
Ordinary Shares of 1/50 pence each into one New Ordinary Share of
one penny each.
It is proposed that the Share Capital Reorganisation, including
the Share Scheme Amendment, will consist of the following
steps:
(a) each Existing Ordinary Share in issue will be sub-divided
into one Intermediate Ordinary Share and one Second Class Deferred
Share;
(b) every 50 Intermediate Ordinary Shares in issue will be
consolidated into one New Ordinary Share;
(c) fractional entitlements arising out of the consolidation
under sub-paragraph (b) above will be aggregated into New Ordinary
Shares and will be sold in the market after the Share Capital
Reorganisation has become effective;
(d) amendment of Company's Articles to set out the rights and
restrictions attaching to the Second Class Deferred Shares; and
(e) amendment to the rules of the Share Schemes to reflect the
impact of the Capital Refinancing Plan and the Share Capital
Reorganisation in relation to the calculation of dilution limits
under the Share Schemes.
Following the Share Capital Reorganisation, although each
ordinary shareholder will hold fewer ordinary shares than before,
each shareholder's proportionate interest in the ordinary share
capital of the Company will, save for minor adjustments as a result
of the fractional entitlement provisions set out below, remain
unchanged. It is only the number of shares in issue which will have
changed as a result of the Share Capital Reorganisation and, other
than this, each New Ordinary Share will carry the same rights and
entitlements as set out in the Company's Articles of Association
that currently attach to the Existing Ordinary Shares. The New
Ordinary Shares will rank equally with one another. As further
detailed below, the Second Class Deferred Shares will rank behind
the Existing Deferred Shares in relation to a return of capital on
a winding up and will have no valuable economic rights.
Additionally, the Share Capital Reorganisation will not have any
impact on the Company's net assets as no change in the total
aggregate nominal value of the Company's issued share capital will
occur. Following the Share Capital Reorganisation, and assuming no
further shares in the Company are issued after the date of
publication of the Circular (save for those Existing Ordinary
Shares that the Company intends to issue so as to ensure that the
total number of Existing Ordinary Shares in issue is exactly
divisible by 50), the Company's issued share capital will consist
of 105,877,777 New Ordinary Shares, 690,294,608 Existing Deferred
Shares, 5,239,888,850 Second Class Deferred Shares, 756,000
Preference Shares and 349,600 A Preference Shares.
For the avoidance of doubt, the Preference Shares and A
Preferences Shares will not be impacted by the Share Capital
Reorganisation; however, holders of Preference Shares and/or A
Preference Shares are entitled to attend and vote at the General
Meeting.
An application will be made to the UKLA for the Official List to
be amended to reflect the New Ordinary Shares arising from the
Share Capital Reorganisation. Application will also be made to the
London Stock Exchange for the New Ordinary Shares to be admitted to
trading on the London Stock Exchange's main market for listed
securities. Trading on the London Stock Exchange for the Existing
Ordinary Shares (under ISIN GB0004769682) is expected to close at
4.30 p.m. on 12 November 2014, with trading in the New Ordinary
Shares (under ISIN GB00BRK8Y334) expected to commence at 8.00 a.m.
on 13 November 2014.
The Second Class Deferred Shares will have no voting or dividend
rights and, on a return of capital on a winding up, will have no
valuable economic rights. No share certificates will be issued in
respect of the Second Class Deferred Shares, nor will stock
accounts in CREST be credited with any entitlement to Second Class
Deferred Shares, nor will they be listed on the Official List or
admitted to trading on the London Stock Exchange or any other
investment exchange.
Warrants
Prior to the Capital Refinancing Plan and during the period
between 28 August 2009 and 25 September 2012, the Company issued
79,622,023 Warrants. Each of the Warrants is on the same terms and
has an expiry date of 30 September 2017. Warrants for (i) 5.0 per
cent of the Company's issued share capital were issued on 28 August
2009, (ii) 2.5 per cent of the Company's issued share capital were
issued on 24 April 2012 and (iii) 5.0 per cent of the Company's
issued share capital were issued on 25 September 2012. The Warrants
were equivalent to a total of 12.5 per cent of the Company's issued
ordinary share capital prior to implementation of the Capital
Refinancing Plan. As at 22 October 2014, being the latest
practicable date prior to the publication of the Circular
30,359,979 Warrants are outstanding, which, in aggregate, equates
to a right to subscribe for a total of 232,830,525 Existing
Ordinary Shares.
The Capital Refinancing Plan constituted an Adjustment Event and
the entitlement of each Warrant was adjusted accordingly to reflect
the economic impact of the Capital Refinancing Plan.
The Share Capital Reorganisation also constitutes an Adjustment
Event, as a result of which the number of Warrants will be adjusted
pursuant to adjustment provisions contained within the Warrant
Instruments.
The Consolidation has the effect of reducing the number of
Existing Ordinary Shares in issue and therefore, the entitlement of
the Warrants to the New Ordinary Shares will be reduced by the same
amount as the 50:1 ratio used in respect of the Consolidation.
Similarly, the exercise price must be amended to preserve the
economic value of the Warrants following completion of the Share
Capital Reorganisation and this is effected by increasing the
exercise price of the Warrants by the consolidation ratio of
50.
If you are also a Warrant holder, you will shortly receive a
letter outlining the proposed amendments to the Warrants.
Fractional Entitlements
If an individual shareholding is not exactly divisible by 50,
the Consolidation will generate an entitlement to a fraction of a
New Ordinary Share. No shareholder will be entitled to a fraction
of a New Ordinary Share. Instead, their entitlement will be rounded
down to the nearest whole New Ordinary Share. Only shareholders
with a holding not exactly divisible by 50 will become Fractional
Shareholders. If this rounding down process results in a Fractional
Shareholder being entitled to zero New Ordinary Shares, then they
will cease to hold any ordinary shares (of any description) in the
Company. Accordingly shareholders currently holding less than 50
Existing Ordinary Shares who wish to remain a shareholder of the
Company following the Share Capital Reorganisation would need to
increase their shareholding to at least 50 Existing Ordinary Shares
prior to the Record Date. Shareholders in this position are
encouraged to obtain independent financial advice before taking any
action.
Any fractional entitlements will, in so far as possible, be
aggregated to form whole New Ordinary Shares. Such New Ordinary
Shares will then be sold in accordance with the relevant provisions
of the Company's Articles of Association as soon as practicable
after the Share Capital Reorganisation Resolution is passed. The
Company is generally required to distribute the net proceeds of
such sale (after the deduction of expenses of the sale) in due
proportion amongst the relevant Fractional Shareholders save that,
where the net proceeds of such a sale (after the deduction of
expenses of the sale) do not exceed GBP5.00 (such limit being that
which is specified in the Listing Rules), the Company may retain
such proceeds.
Using an illustrative share price of 3.74 pence on 22 October
2014 (being the latest practicable date prior to the publication of
the Circular and prior to the Share Capital Reorganisation) the
maximum fractional entitlement will be GBP1.83. Given that the
maximum fractional entitlement is significantly lower than the
required regulatory limit, the Board believes that, as a result of
the disproportionate costs (relative to the proceeds to be
distributed), it would not be in the Company's best interests to
distribute such proceeds of sale, which will instead be retained
for the benefit of the Company.
For purely illustrative purposes, examples of the impact of the
Consolidation are set out in the table below:
No. of Existing Ordinary No. of New Ordinary Fractional entitlement(1)
Shares Shares
------------------------- -------------------- --------------------------
1 0 0.02
------------------------- -------------------- --------------------------
25 0 0.50
------------------------- -------------------- --------------------------
50 1 0.00
------------------------- -------------------- --------------------------
80 1 0.60
------------------------- -------------------- --------------------------
1,250 25 0.00
------------------------- -------------------- --------------------------
1,849 36 0.98
------------------------- -------------------- --------------------------
125,000 2,500 0.00
------------------------- -------------------- --------------------------
Note:
(1) The fractional entitlement represents a fraction of a New
Ordinary Share which will be aggregated and sold on behalf of
Fractional Shareholders as soon as practicable after the Share
Capital Reorganisation.
Settlement and Share Certificates for the New Ordinary
Shares
Payment of fractional entitlements (if any) is expected to be
despatched on, or around, 20 November 2014 by CREST payment or by
cheque. CREST shareholders will receive their fractional
entitlement payment (if any) via their CREST accounts. Non-CREST
shareholders, regardless of whether they have an existing mandate
to a bank or building society account, will receive their
fractional entitlement payment (if any) via cheque.
The Companies Act and the Articles of Association require that
shareholder consent is sought from holders of Existing Ordinary
Shares, Preference Shares and A Preference Shares for each aspect
of the Share Capital Reorganisation and approval will be sought at
the General Meeting. Pending the issue of new share certificates,
existing share certificates will remain valid until the Record Date
in respect of the Share Capital Reorganisation, which is close of
business on 12 November 2014, being the date of the General
Meeting.
It is anticipated that new certificates for the New Ordinary
Shares will be issued and dispatched, at the risk of the relevant
shareholder, by 20 November 2014 and that CREST holders will have
their CREST accounts adjusted to reflect their entitlement to New
Ordinary Shares. Share certificates will be sent to the registered
address of the relevant shareholder, or, in the case of joint
holders, to the holder whose name appears first in the register of
members. On receipt of the new share certificates, all share
certificates previously issued will no longer be valid and should
be destroyed. Only share certificates for New Ordinary Shares will
be valid. Any share certificate dated prior to 13 November 2014
will no longer be valid and will not be accepted in support of any
instrument of transfer.
If you do not receive a new share certificate (allowing for the
time of postage from the date of dispatch) and you believe you are
entitled to one please contact our registrars, Computershare
(contact details can be found on page ii of the Circular).
Share certificates representing Intermediate Ordinary Shares or
Second Class Deferred Shares will not be issued to shareholders who
hold their entitlement to Existing Ordinary Shares in certificated
form.
Shareholders who hold their entitlement in uncertificated form
through CREST will have their CREST accounts adjusted to reflect
their entitlement to New Ordinary Shares only, no adjustments will
be made to reflect their entitlement to Intermediate Ordinary
Shares or to Second Class Deferred Shares. The existing ISIN (under
ISIN GB0004769682) will be disabled as at 6.00 p.m. on 12 November
2014 with the New Ordinary Shares under ISIN GB00BRK8Y334
commencing at 8.00 a.m. on 13 November 2014.
Second Class Deferred Shares and amendments to the Articles of
Association
As a result of the creation of the Second Class Deferred Shares
the Company will propose an amendment to the Company's Articles to
set out the rights and restrictions attaching to the Second Class
Deferred Shares. Copies of the proposed new articles of association
are available for inspection (see below).
The Second Class Deferred Shares which will be created on the
Share Capital Reorganisation becoming effective will have no voting
or dividend rights, will not carry any entitlement to attend
general meetings of the Company and, on a return of capital on a
winding up, will have no valuable economic rights. The Second Class
Deferred Shares will only be entitled to a payment on a return of
capital or winding up of the Company (but not otherwise) after
payment of: (i) the amounts entitled to be paid to holders of the
Preference Shares and A Preference Shares in the share capital of
the Company; (ii) the capital paid up on each New Ordinary Share
and the further payment of GBP10,000,000 on each such New Ordinary
Share; and (iii) the repayment of the amount paid up on each
Existing Deferred Share. Additionally, the Second Class Deferred
Shares are not transferable without the prior written consent of
the Company.
As such, the Second Class Deferred Shares will be effectively
valueless as they will carry very limited rights. No share
certificates will be issued in respect of the Second Class Deferred
Shares, nor will stock accounts in CREST be credited with any
entitlement to Second Class Deferred Shares, nor will they be
listed on the Official List or admitted to trading on the London
Stock Exchange or any other investment exchange.
Impact of the Capital Refinancing Plan and the Share Capital
Reorganisation on the Share Schemes
As approved by shareholders at the Annual General Meeting of the
Company on 27 June 2014, the rules of the Share Schemes provide
that in any ten calendar year period, the Company may not issue (or
grant rights to issue) more than 13 per cent of the issued ordinary
share capital of the Company under the Share Schemes and any other
employee share plan adopted by the Company ("13% in 10 Year
Limit").
Currently, in calculating the 13% in 10 Year Limit, the Company
is required to aggregate the number of shares that have been issued
to satisfy the vesting and exercise of options and awards, without
taking into account any restructuring of the Company's ordinary
share capital during the relevant 10 year period. As a result of
both the Capital Refinancing Plan and the Share Capital
Reorganisation the number of total issued ordinary shares of the
Company will be significantly different to the number prior to
those events. Without any adjustment, the current formula of
calculating the 13% in 10 Year Limit will not provide an accurate
reflection of the actual level of dilution that has arisen in
respect of the Share Schemes and may unduly restrict the extent to
which grants can be made under the Share Schemes in the future. The
Board therefore considers it appropriate to amend the formula to
ensure the impact of the Capital Refinancing Plan and the Share
Capital Reorganisation remains neutral on the calculation of the
13% in 10 Year Limit. It is proposed to do this by adjusting the
number of shares that are treated as having been issued for the
purposes of calculating the level of dilution over the ten year
period up to the date of the Share Capital Reorganisation in
satisfaction of the exercise and vesting of share options and
awards so as to reflect the impact on the total issued ordinary
shares of the Company as a result of both the Capital Refinancing
Plan and the Share Capital Reorganisation.
It should be noted that, following the Share Capital
Reorganisation and as permitted by the rules of the Share Schemes,
the number of shares subject to outstanding options and awards will
also be adjusted to take into account the Share Capital
Reorganisation to ensure that the impact of the Share Capital
Reorganisation remains neutral in respect of such options and
awards. Outstanding options and awards have already been adjusted
to take into account the Capital Refinancing Plan.
As explained to shareholders in the Company's Notice of Annual
General Meeting on 28 May 2014, it remains the intention of the
Board of Directors to reduce share plan dilution and move back to a
10% in 10 Year Limit by 31 December 2019.
A detailed summary of the principal amendments to the rules of
the Share Schemes is included in the Appendix to the Notice of
General Meeting contained in the Circular.
General Meeting
A notice convening a General Meeting of the Company to be held
at 9.00 a.m. on 12 November 2014 at the offices of Ashurst LLP,
Broadwalk House, 5 Appold Street, London EC2A 2HA is set out in the
Circular. The purpose of the General Meeting is to seek
shareholders' approval for the Share Capital Reorganisation.
If you hold Existing Ordinary Shares, Preference Shares and/or A
Preference Shares in the Company, you are entitled to attend and
vote at the General Meeting.
Inspection of Documents
The following documents will be available for inspection at the
registered office of the Company during normal business hours on
any weekday (but not at weekends or on Scottish public holidays)
from 24 October 2014 until the time of the General Meeting and at
the offices of Ashurst LLP, Broadwalk House, 5 Appold Street,
London EC2A 2HA for at least 15 minutes prior to and during the
General Meeting:
(a) Copies of the rules of the Johnston Press Value Creation
Plan 2014 and the rules of the Johnston Press Performance Share
Plan 2006 and the Johnston Press 2007 Sharesave Plan (incorporating
the proposed amendments pursuant to the Share Capital
Reorganisation Resolution) (such documents will also be available
for inspection at the offices of New Bridge Street (an Aon
Consulting company) at 10 Devonshire Square, London EC2M 4YP during
normal business hours on any weekday (Saturday's, Sunday's and
English public holidays excepted) until the close of the General
Meeting and at the place of the General Meeting for at least 15
minutes prior to and during the General Meeting; and
(b) Copy of the proposed new articles of association of the
Company and a copy of the existing articles of association marked
up to show the changes being proposed by the Share Capital
Reorganisation Resolution.
Recommendation
The Board considers the terms of the Share Capital
Reorganisation and Share Scheme Amendment to be in the best
interests of the Company and its shareholders as a whole.
Accordingly, the Board unanimously recommends that shareholders
vote in favour of the Share Capital Reorganisation Resolution to be
proposed at the General Meeting, as the Directors intend to do in
respect of their own beneficial holdings amounting (as at 22
October 2014, being the latest practicable date prior to the
publication of the Circular) to an aggregate of 28,948,731 Existing
Ordinary Shares, representing approximately 0.55 per cent of the
Existing Ordinary Shares in issue.
APPENDIX II: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time/date
-------------------------------------------- -------------------------
Latest time and date for receipt of Form 9.00 a.m. on 10 November
of Proxy 2014
General Meeting 9.00 a.m. on 12 November
2014
Record date for the Sub-Division and 6.00 p.m. on 12 November
Consolidation 2014
Effective time and date of the Sub-Division 6.00 p.m. on 12 November
and Consolidation 2014
Admission of New Ordinary Shares to the 8.00 a.m. on 13 November
Official List and commencement of dealings 2014
on the Main Market
CREST accounts credited with New Ordinary 8.00 a.m. on 13 November
Shares 2014
Dispatch (where applicable) of certificates 20 November 2014
for New Ordinary Shares
Payment to be made (where applicable) 20 November 2014
in respect of fractional entitlements
by cheque or via CREST
Notes:
(1) Future dates are indicative only and are subject to change
by the Company, in which event details of the new times and dates
will be notified, where appropriate, to shareholders.
(2) References to times in the Circular and this announcement
are to London time.
(3) All events in the above timetable scheduled to take place
after the General Meeting in respect of the Share Capital
Reorganisation are conditional on the approval by shareholders of
the Share Capital Reorganisation as proposed. The despatch of
certificates for New Ordinary Shares (where applicable) are
conditional upon an amendment to the Official List of the UK
Listing Authority to reflect the Sub-Division and
Consolidation.
(4) The shareholder helpline number available through the
Company's registrar, Computershare, is 0870 707 1097 (+44 870 707
1097 if you are calling from outside the United Kingdom).
APPENDIX III: DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"A Preference Shares" the 13.75 per cent. "A" cumulative preference
shares of GBP1 each in the capital of
the Company;
"Adjustment Event" an event resulting in the number of
Warrants being adjusted pursuant to
the adjustment provisions under the
Warrant Instruments;
"Articles" or "Articles the articles of association of the Company
of Association" as at the date of publication of the
Circular;
"Articles Amendment" the amendments proposed to the Company's
Articles of Association;
"Board" or "Directors" the directors of the Company as at the
date of publication of the Circular
whose names are set out on page ii of
the Circular;
"Capital Refinancing Plan" the recent capital refinancing plan
of the Company, which comprised the
following components:
* the raising of gross proceeds of approximately GBP2.3
million by way of a placing;
* the raising of gross proceeds of approximately
GBP137.7 million by way of a rights issue;
* the raising of gross proceeds of approximately
GBP220.5 million through the issue of the new bonds;
* entry into a GBP25 million new revolving credit
facility; and
* revisions to the schedule of pension contributions;
"Circular" the circular dated the same date as
this announcement relating to Johnston
Press for the purpose of the Share Capital
Reorganisation and the Share Scheme
Amendment;
"Companies Act" the Companies Act 2006, as amended;
"Consolidation" the share capital consolidation to be
proposed pursuant to and as part of
the Share Capital Reorganisation Resolution
whereby, if such Share Capital Reorganisation
Resolution is approved by shareholders,
every 50 Intermediate Ordinary Shares
will be consolidated into one New Ordinary
Share;
"CREST" the UK based central securities depository
operated by Euroclear;
"Existing Deferred Shares" the deferred shares of nine pence each
in the capital of the Company currently
in issue;
"Existing Ordinary Shares" the ordinary shares of one penny each
in the capital of the Company in issue
as at the date of publication of the
Circular and prior to the completion
of the Share Capital Reorganisation;
"Financial Conduct Authority" the Financial Conduct Authority of the
or "FCA" UK in its capacity as the competent
authority for the purposes of Part VI
of FSMA and in the exercise of its functions
in respect of admission to the Official
List otherwise than in accordance with
Part VI of FSMA;
"Form of Proxy" the form of proxy relating to the General
Meeting being sent to shareholders with
the Circular;
"Fractional Shareholder" a shareholder who is entitled to a fraction
of a New Ordinary Share (whether or
not such a shareholder is also entitled
to one of more whole New Ordinary Shares);
"FSMA" the Financial Services and Markets Act
2000, as amended;
"General Meeting" the general meeting of the Company convened
for 12 November 2014 (or any adjournment
of it), notice of which is set out at
the end of the Circular;
"Group" the Company and its existing subsidiary
undertakings;
"Intermediate Ordinary the ordinary shares of 1/50 pence each
Share" in the capital of the Company following
the Sub-Division;
"Johnston Press" or the Johnston Press PLC (incorporated and
"Company" registered in Scotland, Registration
No. SC015382);
"Listing Rules" the listing rules made by the FCA under
Part VI of FSMA (as amended from time
to time);
"London Stock Exchange" London Stock Exchange PLC;
"New Ordinary Share" the ordinary shares of one penny each
in the capital of the Company following
the Consolidation;
"Notice of General Meeting" the notice of General Meeting set out
or "Notice" on page 12 of the Circular;
"Official List" the official list of the Financial Conduct
Authority;
"Old Ordinary Shares" the ordinary shares of 10 pence each
in the capital of the Company in issue
prior to the commencement of the Capital
Refinancing Plan;
"Preference Share" the 13.75 per cent. cumulative preference
shares of GBP1 each in the capital of
the Company;
"Record Date" 6.00 p.m. on 12 November 2014;
"Second Class Deferred the deferred shares of 49/50 pence each
Share" in the capital of the Company following
the Sub-Division;
"Share Capital Reorganisation" the share capital reorganisation to
be proposed pursuant to the Share Capital
Reorganisation Resolution, comprising
the Sub-Division, Consolidation and
Articles Amendment;
"Share Capital Reorganisation the resolution to be proposed at the
Resolution" General Meeting in connection with the
Sub-Division, Consolidation, Articles
Amendment and Share Scheme Amendment
as set out in the Notice of General
Meeting;
"Share Scheme(s)" the Johnston Press Value Creation Plan
2014, the Johnston Press Performance
Share Plan 2006 and the Johnston Press
2007 Sharesave Plan;
"Share Scheme Amendment" the proposed amendments to the Share
Schemes of the Company to reflect completion
of the Capital Refinancing Plan and
the Share Capital Reorganisation to
be proposed pursuant to and as part
of the Share Capital Reorganisation
Resolution;
"Sub-Division" the share capital sub-division to be
proposed pursuant to and as part of
the Share Capital Reorganisation Resolution
whereby, if such resolution is approved
by shareholders, every Existing Ordinary
Share will be sub-divided into one Intermediate
Ordinary Share and one Second Class
Deferred Share;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"UKLA" or "UK Listing the United Kingdom Listing Authority;
Authority"
"Warrant Instruments" the three warrant instruments entered
into by the Company on 28 August 2009,
24 April 2012 and 25 September 2012;
and
"Warrants" the warrants issued by the Company and
governed by the Warrant Instruments.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFVSIVLSFIS
Johnston Press (LSE:JPR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Johnston Press (LSE:JPR)
Historical Stock Chart
From Jul 2023 to Jul 2024
