National World PLC Media Concierge Hld - Statement regarding Possible Offer
22/11/2024 13:06
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RNS Number : 3758N National World PLC 22 November 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE
UNITED KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE")
AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER
WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").
22 November 2024
National World plc
("National World" or the "Company")
Statement regarding Possible Offer
National World notes the announcement released today by Media Concierge
(Holdings) Limited ("Media Concierge") regarding its proposal of a possible
offer (the "Possible Offer") in respect of the entire issued and to be issued
share capital of National World at a price of 21 pence per share in cash.
National World confirms that it has received the Possible Offer and the
Company has undertaken a significant amount of work with the Company's
financial and legal advisers to evaluate the Possible Offer. The Board has
confidence in National World's strategy for value creation as an independent
business but acknowledges the potential merits of the Possible Offer.
On 1 October 2024, prior to the approach by Media Concierge, the Company was
made aware of a potentially systemic pattern of historical invoicing
irregularities in relation to the activities of entities affiliated with Media
Concierge. The Company commenced an investigation of these matters on 2
October 2024 (the "Investigation").
In addition, entities affiliated with Media Concierge are currently
inappropriately withholding revenues due to the Company totaling £4.4
million.
The Company has requested access to historical records to facilitate the
Investigation and enable the Possible Offer to be fully evaluated. A forensic
auditor is on standby to assist with the Investigation.
Entities affiliated to Media Concierge are yet to provide access to the
necessary documentation in accordance with National World's contractual and
legal rights to enable the Investigation.
In consultation with the Company's advisers and counsel, and following
engagement with certain shareholders of the Company, the Board continues to
pursue these matters to safeguard shareholders' interests and to enable it to
properly evaluate the merits of the Possible Offer.
The Company confirms that it holds £10.9 million of cash balances
notwithstanding revenues withheld by entities affiliated with Media Concierge.
There can be no certainty that any offer will be made and National World
shareholders should take no action at this stage. A further statement will be
made as and when appropriate.
Enquiries:
National World plc c/o Montfort Communications
David Montgomery
Cavendish Capital Markets Limited (Lead Financial Adviser and Sole Rule 3 Adviser) + 44 (0)20 7220 0500
Stephen Keys
Ben Jeynes
Henrik Persson
Seamus Fricker
Dowgate Capital Limited +44 (0)20 3903 7715
David Poutney
James Serjeant
Montfort Communications
Nick Miles
Olly Scott +44 (0)78 1234 5205
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
National World in connection with the Possible Offer.
Important Takeover Code notes
In accordance with Rule 2.6(a) of the Takeover Code, Media Concierge must, by
not later than 5.00 p.m. (London time) on 20 December 2024 , either announce
a firm intention to make an offer for National World in accordance with Rule
2.7 of the Takeover Code or announce that it does not intend to make an offer
for National World, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Takeover Code applies. This deadline will
be extended only with the consent of National World and the Panel on Takeovers
and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Takeover Code.
National World confirms that this announcement has been made without the
consent of Media Concierge.
As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the rules of the Takeover Code and
the attention of shareholders is drawn to the disclosure requirements of Rule
8 of the Takeover Code, which are summarised below.
For the purposes of UK MAR, person responsible for arranging release of this
announcement on behalf of National World is David Montgomery, Executive
Chairman.
Important information
This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction whether
pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the UK may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Cavendish ("Cavendish"), which, in the UK, is authorised and regulated by the
Financial Conduct Authority ("FCA"), is acting exclusively for National World
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than National World
for providing the protections afforded to its clients or for providing advice
in relation to matters referred to in this announcement. Neither Cavendish,
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
Cavendish in connection with this announcement, any statement contained herein
or otherwise.
About National World
National World plc is one of the largest national, regional and local multimedia organisations in the UK. National World provides news and information services to our communities through its portfolio of hundreds of publications and websites. Its titles span the UK, Scotland, North-East, West Yorkshire, North West, South Yorkshire, South, Midlands and Northern Ireland, delivering trusted coverage of news, sport, events and information.
Rule 2.9 information
In accordance with Rule 2.9 of the Takeover Code, National World confirms
that, as at close of business on 20 December 2024 (being the business day
prior to the date of this announcement), its issued share capital consisted of
267,663,987 ordinary shares of nominal value 0.1 pence each in the capital of
National World which carry voting rights of one vote per share and admitted to
listing on the equity shares (transition) category of the Official List of the
FCA and to trading on the main market for listed securities of the London
Stock Exchange plc with International Securities Identification Number (ISIN)
GB00BJN5J635.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
https://www.thetakeoverpanel.org.uk/ (http://www.thetakeoverpanel.org.uk/) ,
(http://www.thetakeoverpanel.org.uk/) including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Website publication
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on National World's website
(https://corporate.nationalworld.com/home) by no later than noon (London time)
on the business day following this announcement. The content of the website
referred to in this announcement is not incorporated into and does not form
part of this announcement.
Note
References to "Rules" are to the rules of the Takeover Code. The terms
"offeror", "offeree company", "offer period", "interested" (and related
variations), "relevant securities", "deals" (and related variations) and
"acting in concert" all bear the same meanings given to them in the Takeover
Code.
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