National World PLC Media Concierge Hld - Update regarding Final* Possible Offer
06/12/2024 07:00
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RNS Number : 0535P National World PLC 06 December 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").
6 December 2024
National World plc
("National World" or the "Company")
Update regarding Final* Possible Offer
Further to the announcements of 22 November 2024 regarding a possible offer
(the "Possible Offer") by Media Concierge (Holdings) Limited ("Media
Concierge") for the entire issued and to be issued share capital of National
World, National World confirms that on 3 December 2024 it received a final*
improved proposal from Media Concierge at a price of 23 pence per National
World share in cash (the "Final* Improved Proposal").
Media Concierge has provided written reassurances to the Board of National
World ("Board") regarding its intentions for the Company following completion
of any such offer and confirmed that it has satisfied in all material respects
its confirmatory due diligence requirements.
The Final* Improved Proposal is stated to be subject to certain pre-conditions
which may be waived in whole or in part by Media Concierge, including the
recommendation of the National World Board and the receipt of irrevocable
undertakings from the directors of National World in respect of their
shareholdings in the Company and irrevocable undertakings from certain of
National World's largest shareholders, in a form acceptable to Media
Concierge.
The Board has great confidence in National World's strategy for value creation
as an independent business and is excited by the Company's prospects. This
notwithstanding, the Board has concluded, after consulting with the Company's
advisers and counsel, that it would be minded to recommend the Final* Improved
Proposal if a firm offer was made to the Company's shareholders on these
terms.
National World and Media Concierge have agreed to a temporary halt in legal
proceedings relating to the Investigation (as described in the Company's
announcement of 22 November 2024) whilst discussions are ongoing regarding the
Final* Improved Proposal.
This announcement is made with the consent of Media Concierge. There can be no
certainty that any offer will be made even if the pre-conditions are satisfied
or waived and National World shareholders should take no action at this stage.
A further statement will be made as and when appropriate.
Media Concierge has, pursuant to Rule 2.5(a)(i) of the Code, reserved the
right to make an offer on less favourable terms than the Final* Improved
Proposal: (i) with the recommendation or consent of the National World Board;
(ii) if a third party announces a firm intention to make an offer for National
World; or (iii) if National World announces a Rule 9 waiver proposal (for the
purposes of Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a
reverse takeover. If National World announces, declares, makes, or pays any
dividend or any other distribution or return of value to shareholders, Note
4(b) on Rule 2.5 of the Code applies and Media Concierge will be required to
reduce the offer consideration by the amount of any dividend or any other
distribution or return of value to shareholders which is paid or becomes
payable by National World to its shareholders following the date of this
announcement.
*The financial terms of the Final* Improved Proposal are final and will not be
increased, save that, in accordance with Rule 2.5(a)(ii) of the Code, Media
Concierge reserves the right to revise and increase the financial terms of the
Final* Improved Proposal where a third party announces a possible offer or
firm intention to make an offer for National World on better terms than the
Final* Improved Proposal.
Enquiries:
National World plc
c/o Montfort Communications
David Montgomery
Cavendish Capital Markets Limited (Lead Financial Adviser and Sole Rule 3 + 44 (0)20 7220 0500
Adviser)
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
Media Concierge
Europa Partners Limited (Joint Financial Advisor to Media Concierge) +44 20 7451 4500
Jan Skarbek, Dominic King, David Fudge
Panmure Liberum Limited (Joint Financial Advisor to Media Concierge) +44 20 3100 2000
Stephen Jones, Amrit Mahbubani, Mark Harrison, Tim Medak
Garfield Advisory Limited (PR advisor to Media Concierge)
Andrew Garfield +44 7974 982 337
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
National World in connection with the Possible Offer.
For the purposes of UK MAR, person responsible for arranging release of this
announcement on behalf of National World is David Montgomery, Executive
Chairman.
CMS Cameron McKenna Nabarro Olswang LLP are retained as legal adviser to Media
Concierge.
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.
Europa Partners Limited ("Europa"), which is regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Media
Concierge and for no one else in connection with the Acquisition and will not
be responsible to anyone other than Media Concierge for providing the
protections afforded to its clients or for providing advice in connection with
the Acquisition. Neither Europa, 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 Europa in connection with the Acquisition, this announcement,
any statement contained herein or otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Media Concierge and for no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than Media Concierge for providing the protections afforded to its
clients or for providing advice in relation to any matter referred to herein.
Neither Panmure Liberum, 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 Panmure Liberum in connection with the Acquisition, 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.
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/)
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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