ISE - The Irish Stock Exchange plc

07/16/2019 | Press release | Distributed by Public on 07/16/2019 00:52

Scheme Court Hearing

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

16 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

SCHEME COURT HEARING

The board of directors of Independent News & Media plc ('INM') announces that, following the Scheme Meeting and the EGM held on 26 June 2019 in connection with the recommended cash offer by Mediahuis NV ('Mediahuis') for the entire issued and to be issued share capital of INM to be effected by way of a scheme of arrangement between INM and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014, the Court Hearing, where sanction of the Scheme by the High Court will be sought, has been set for 30 July 2019 at 10.30am.

The Acquisition remains conditional on the conditions set forth in Part 5 of the Scheme Document dated 21 May 2019, including the required regulatory approval from the Minister for Communications, Climate Action and Environment pursuant to Part 3A of the Competition Act, being satisfied or (where permissible) waived on or before the sanction of the Scheme by the High Court.

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.

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

Billy Murphy / Cathal Barry

+353 87 231 3085

+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.