REG - National World PLC - Further issue of loan notes

National WorldAnnouncement

21/01/2021 15:30

RNS Number : 5128M
  
National World PLC
  
21 January 2021
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
 
 
National World plc
 
("National World" or the "Company")
 
 
Further issue of loan notes 
 
 
National World (LSE: NWOR) is pleased to announce that, further to its acquisition of JPI Media Publishing Limited and its subsidiaries ("JPI Group") from JPI Media Limited for £10.2 million, the Company has issued a further £5.7 million of loan notes. The loan notes have been issued on the same terms as those issued on 31 December 2020.
 
Daniel Cammiade, who was appointed as a non-executive director of the Company on 31 December 2020, has subscribed for £50,000 of loan notes.
 
Financing update
 
National World has now issued loan notes totalling £14.1 million. Depending on investor demand, the Company may choose to issue a further £5.9 million of loan notes at the end of January 2021, taking its total issuance to £20.0 million.
 
If all of the £14.1 million of loan notes issued to date were converted into new ordinary shares of nominal value 0.1 pence in the capital of the Company ("Ordinary Shares") on 30 April 2021 such conversions would result in the issue of a further 145.3 million Ordinary Shares representing 72.9% of the Company's share capital as enlarged by the conversion of such loan notes.
 
Trading in the Ordinary Shares
 
As announced on 31 December 2020, trading in the Ordinary Shares has been suspended since 2 December 2019. For trading to resume, the Company will be required to publish a prospectus, prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA"), and setting out, inter alia, information on the JPI Group, the loan notes and any further issue of Ordinary Shares.
 
Following publication of a prospectus, applications will be made for the Ordinary Shares to be admitted to listing on the standard segment of the Official List and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). 
 
The Company anticipates that, subject to the regulatory approval, it will publish a prospectus and that trading in Ordinary Shares will resume in April 2021. 
 
General meeting
 
The Company intends to convene a general meeting prior to the publication of a prospectus to pass resolutions to approve:
-     the issue of Ordinary Shares to the loan note holders on conversion of the loan notes; and
-     the issue of further Ordinary Shares to fund the Company's strategy.
 
Updated timetable 
 
March 2021 
-     publication of a shareholder circular and notice of general meeting
 
April 2021
-     general meeting of the Company
-     publication of a prospectus
-     re-admission of the Ordinary Shares to trading
 
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this announcement on behalf of National World is Vijay Vaghela, Chief Operating Officer. 
 
 
- Ends -
 
 
Enquiries:
 



National World plc c/o Montfort Communications
David Montgomery
Vijay Vaghela


+44 (0)77 3970 1634




Dowgate Capital Limited - Financial Advisers and Brokers
James Serjeant


+44 (0)20 3903 7715




Alvarium MB (UK) Limited - Financial Advisers
Zeph Sequeira 
 


+44 (0)20 7195 1400




Stanhope Capital LLP - Financial Advisers
Nigel Spray
Rakesh Sharma
Emmanuel Daïen
 


+44 (0)20 7725 1800
 




Montfort Communications - Financial PR & IR
Nick Miles
Olly Scott
 


 
+44 (0)77 3970 1634
+44 (0)78 1234 5205
 



 
Forward-looking statements
 
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties.  The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. 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. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition and the development of its financing strategies may differ materially from the forward-looking statements contained in this announcement. In addition, even if the Company's actual performance, results of operations, financial condition and the development of its financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.  A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

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