Independent News & Media PLC Scheme is Effective (3970H)
31 Julio 2019 - 6:06AM
UK Regulatory
TIDMINM TIDMTTM
RNS Number : 3970H
Independent News & Media PLC
31 July 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
31 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
(the "Scheme")
SCHEME is EFFECTIVE
The board of directors of Independent News & Media plc
("INM") announces that the Scheme became effective today, 31 July
2019.
Despatch of cheques and crediting of CREST accounts for
Consideration due under the Scheme is expected to occur on 9 August
2019 and in any event by no later than 14 August 2019, in
accordance with the terms of the Scheme.
Trading of INM shares on Euronext Dublin and the main market of
the London Stock Exchange has been suspended from 7:30 a.m. today
and cancellation of INM shares to trading on Euronext Dublin and
the main market of the London Stock Exchange will take effect from
8:00 a.m. on 1 August 2019.
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 published on 21 May 2019.
For further information please contact:
INM
Mary Gallagher (Company Secretary) +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
+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.
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.
Publication on website
A copy of this announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on INM's website at www.inmplc.com by no
later than 12.00 p.m. on the business day following this
announcement. The contents of INM's website are not incorporated
into, and do not form part of, this announcement.
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
OUPEAFXFDEANEFF
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July 31, 2019 07:06 ET (11:06 GMT)
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