TIDMINM TIDMTTM
RNS Number : 5664D
Independent News & Media PLC
26 June 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
26 June 2019
RECOMMED CASH OFFER
FOR
INDEPENT 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
Results of Scheme Meeting and EGM
The board of directors of Independent News & Media plc
("INM") is pleased to announce that, at the Scheme Meeting and the
EGM held earlier today 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:
- INM Shareholders voted in favour of the Scheme Meeting
Resolution at the Scheme Meeting; and
- INM Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the Resolutions passed are set out in the
notices of the Scheme Meeting and EGM contained in the scheme
document published on 21 May 2019 (the "Scheme Document"). The
detailed voting results in relation to the Scheme Meeting and EGM
are summarised below.
The Acquisition remains conditional on the conditions set forth
in Part 5 of the Scheme Document, including the required regulatory
approval from the Minister for Communications, Climate Action and
Environment pursuant to Section 28B(1) of the Competition Act,
being satisfied or (where permissible) waived on or before the
sanction of the Scheme by the High Court. It is anticipated that,
subject to the satisfaction or waiver of these conditions, approval
of the acquisition by the High Court will be sought in the third
quarter of 2019. Once the Court Hearing date has been fixed, INM
will give notice of this date by issuing an announcement through a
Regulatory Information Service. INM will make such announcement
available on its website free of charge, subject to certain
restrictions relating to Persons in Restricted Jurisdictions.
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.
Voting results of the Scheme Meeting
At the Scheme Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
93.57% by value of the Scheme Shares voted, voted in favour of the
resolution to approve the Scheme. Accordingly, the resolution
proposed at the Scheme Meeting was passed on a poll vote.
Under the terms of the Scheme Mediahuis was not permitted to
vote the shares it holds in INM, which represent 29.91% of the
issued share capital of INM, in the Scheme Meeting.
Details of the votes cast are as follows:
Number of Scheme % of Scheme Number of Scheme % of Scheme Shares Number of Scheme
Shareholders who Shareholders who Shares voted voted Shares voted as a
voted voted % of Scheme
Shares*
For 446 85.44% 535,117,055 93.57% 55.07%
------------------- -------------------- -------------------- -------------------- -------------------
Against 76 14.56% 36,743,779 6.43% 3.78%
------------------- -------------------- -------------------- -------------------- -------------------
Total 522 100.00% 571,860,834 100.00% 58.85%
------------------- -------------------- -------------------- -------------------- -------------------
Withheld - - 9,384 - -
------------------- -------------------- -------------------- -------------------- -------------------
* The total number of Scheme Shares in issue at the Voting
Record Time was 971,779,047.
Voting results of the EGM
At the EGM, Resolutions 1 to 6, as set out in the notice of the
EGM in the Scheme Document, were duly passed on a poll vote. The
results of the poll were as follows:
Resolution 1: to approve the amendment of the Memorandum of
Association
Number of INM Shares voted % of INM Shares voted Number of INM Shares voted as a % of INM Shares *
For 857,683,579 95.90% 61.86%
--------------------------- ---------------------- --------------------------------------------------
Against 36,652,947 4.10% 2.64%
--------------------------- ---------------------- --------------------------------------------------
Total 894,336,526 100.00% 64.50%
--------------------------- ---------------------- --------------------------------------------------
Withheld 162,428 - -
--------------------------- ---------------------- --------------------------------------------------
* The total number of INM Shares in issue at the Voting Record
Time was 1,386,547,375.
Resolution 2: to approve the Scheme of Arrangement
Number of INM Shares voted % of INM Shares voted Number of INM Shares voted as a % of INM Shares *
For 857,714,522 95.89% 61.86%
--------------------------- ---------------------- --------------------------------------------------
Against 36,783,941 4.11% 2.65%
--------------------------- ---------------------- --------------------------------------------------
Total 894,498,463 100.00% 64.51%
--------------------------- ---------------------- --------------------------------------------------
Withheld 491 - -
--------------------------- ---------------------- --------------------------------------------------
* The total number of INM Shares in issue at the Voting Record
Time was 1,386,547,375.
Resolution 3: to approve the cancellation of the Cancellation
Shares in the Company
Number of INM Shares voted % of INM Shares voted Number of INM Shares voted as a % of INM Shares *
For 857,670,085 95.90% 61.86%
--------------------------- ---------------------- --------------------------------------------------
Against 36,658,227 4.10% 2.64%
--------------------------- ---------------------- --------------------------------------------------
Total 894,328,312 100.00% 64.50%
--------------------------- ---------------------- --------------------------------------------------
Withheld 170,642 - -
--------------------------- ---------------------- --------------------------------------------------
* The total number of INM Shares in issue at the Voting Record
Time was 1,386,547,375.
Resolution 4: to approve the application of reserves in the
Company
Number of INM Shares voted % of INM Shares voted Number of INM Shares voted as a % of INM Shares *
For 857,676,280 95.90% 61.86%
--------------------------- ---------------------- --------------------------------------------------
Against 36,652,246 4.10% 2.64%
--------------------------- ---------------------- --------------------------------------------------
Total 894,328,526 100.00% 64.50%
--------------------------- ---------------------- --------------------------------------------------
Withheld 170,428 - -
--------------------------- ---------------------- --------------------------------------------------
* The total number of INM Shares in issue at the Voting Record
Time was 1,386,547,375.
Resolution 5: to approve the amendment of the Articles of
Association
Number of INM Shares voted % of INM Shares voted Number of INM Shares voted as a % of INM Shares *
For 857,683,882 95.90% 61.86%
--------------------------- ---------------------- --------------------------------------------------
Against 36,652,947 4.10% 2.64%
--------------------------- ---------------------- --------------------------------------------------
Total 894,336,829 100.00% 64.50%
--------------------------- ---------------------- --------------------------------------------------
Withheld 162,125 - -
--------------------------- ---------------------- --------------------------------------------------
* The total number of INM Shares in issue at the Voting Record
Time was 1,386,547,375.
Resolution 6: to approve any motion by the Chairperson to
adjourn the EGM.
Number of INM Shares voted % of INM Shares voted Number of INM Shares voted as a % of INM Shares *
For 857,889,918 96.42% 61.87%
--------------------------- ---------------------- --------------------------------------------------
Against 31,818,250 3.58% 2.29%
--------------------------- ---------------------- --------------------------------------------------
Total 889,708,168 100.00% 64.17%
--------------------------- ---------------------- --------------------------------------------------
Withheld 4,790,786 - -
--------------------------- ---------------------- --------------------------------------------------
* The total number of INM Shares in issue at the Voting Record
Time was 1,386,547,375.
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 / Alec Pratt +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.
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. The Scheme
Document contains the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
decision in respect of, or other response to, the Acquisition,
should be made only on the basis of the information contained in
the Scheme Document (or, if applicable, the Takeover Offer
Document).
This announcement has been prepared for the purpose of complying
with the laws of Ireland and the Takeover Rules 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. This
announcement has been prepared for the purposes of complying with
Irish Law and the Takeover Rules 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 Ireland.
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.
Cautionary Statement Regarding Forward-Looking Statements
This announcement contains forward-looking statements with
respect to INM and Mediahuis. All statements other than historical
facts are forward-looking statements, including statements
regarding anticipated future results, or other non-historical
facts. Forward-looking statements may be identified by the words
"will," "may," "could, " "would," "to be," "might," "believe,"
"anticipate," "expect," "plan," "estimate," "forecast," "future,"
"positioned," "potential," "intend," "continue," "remain,"
"scheduled," "outlook," "set to," "subject to," "upcoming,"
"target" or similar expressions. These statements are based on
current views, expectations, estimates and assumptions and are
subject to risks and uncertainties that could cause actual results
to differ materially from those expressed in the forward-looking
statements. If one or more of these risks or uncertainties
materialise, or if underlying views, expectations, estimates or
assumptions prove to be incorrect, actual results may differ
materially from those contemplated by a forward-looking
statement.
Factors that could cause or contribute to such differences
include, but are not limited to: uncertainties as to the timing of
the Acquisition; uncertainties as to whether Mediahuis will be able
to consummate the Acquisition; uncertainties as to whether INM
Shareholders will provide the requisite approvals for the
Acquisition on a timely basis, or at all; the possibility that
competing offers will be made; the possibility that certain
conditions to the consummation of the Acquisition will not be
satisfied, including obtaining the requisite approvals of the
Scheme; the ability to meet expectations regarding the accounting
and tax treatments of the Acquisition; changes in relevant tax and
other Laws or regulations; the diversion of INM and Mediahuis
management time and attention to issues relating to the
Acquisition; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers)
being greater than expected following the Acquisition; difficulty
retaining certain key employees of INM following the Acquisition;
the scope, timing and outcome of any ongoing legal proceedings
involving INM and the impact of any such proceedings on its
financial condition, results of operations or cash flows; the
possibility that costs, fees, expenses or charges INM or Mediahuis
incur in connection with the Acquisition are greater than expected;
the possibility that the Scheme may be terminated in circumstances
that require INM to reimburse certain expenses of Mediahuis; the
ability of INM to protect intellectual property and preserve
intellectual property rights; and changes in the economic and
financial conditions of the businesses of INM.
In addition, actual future results and other future
circumstances of INM are subject to other risks and uncertainties
that relate more broadly to INM's business, including its future
results of operations and financial position and those risks and
uncertainties discussed in the INM Annual Report.
There may be additional risks that INM and Mediahuis do not
presently know or currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements.
Forward-looking statements speak only as of the date on which
they are made. INM and Mediahuis expressly disclaim any obligation
to update or revise any forward-looking statement, except as
required by Law.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, any figures shown
for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures that precede them.
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
MSCSEFFWMFUSEEM
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June 26, 2019 13:24 ET (17:24 GMT)
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