National World PLC Neo Media Publishing - Publication of Scheme Document
20/01/2025 17:14
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RNS Number : 0179U National World PLC 20 January 2025
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.
FOR IMMEDIATE RELEASE
20 January 2025
RECOMMENDED FINAL* CASH ACQUISITION
of
National World plc
by
Neo Media Publishing Limited
a newly incorporated company wholly-owned by
Media Concierge (Holdings) Limited
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 18 December 2024, the boards of National World plc ("National World") and
Media Concierge (Holdings) Limited ("Media Concierge") announced that they had
reached agreement on the terms and conditions of a recommended final* all-cash
acquisition by Neo Media Publishing Limited ("Bidco"), a newly incorporated
company wholly-owned by Media Concierge, for the entire issued, and to be
issued, ordinary share capital of National World not already owned by Media
Concierge and the Media Concierge Affiliates (the "Acquisition"). The
Acquisition is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Companies Act").
Terms used but not otherwise defined in this announcement shall have the
meanings given in the Scheme Document (defined below).
Publication of Scheme Document
National World and Media Concierge are pleased to an announce that a circular
in relation to the Acquisition (the "Scheme Document") setting out, amongst
other things, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act, and expected timetable
of principal events, notice of the Court Meeting and General Meeting and
details of the actions to be taken by National World Shareholders will today
be made available free of charge on National World's website at
https://corporate.nationalworld.com/ (https://corporate.nationalworld.com/)
and Media Concierge's website at
https://www.mediaconcierge.co.uk/possible-offer-for-national-world/
(https://www.mediaconcierge.co.uk/possible-offer-for-national-world/) .
Hard copies of the Scheme Document, together with the related Forms of Proxy
for use at the National World Meetings, are being sent to National World
Shareholders today.
Notices of the Court Meeting and General Meeting
As further detailed in Scheme Document, to become Effective the Scheme
requires, amongst other things, that the requisite majorities of:
· Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and
· National World Shareholders vote in favour of the Resolution at
the General Meeting.
The Scheme is also subject to the satisfaction or (where applicable) the
waiver of the Conditions set out in full in Part Three of the Scheme Document
and the sanction of the Court.
Notices convening the Court Meeting and General Meeting for 11.00 a.m. and
11.10 a.m. respectively on 13 February 2025 (or, in the case of the General
Meeting, as soon thereafter as the Court Meeting is concluded or adjourned),
each to be held at the offices of Orrick, Herrington & Sutcliffe (UK) LLP,
9(th) Floor, 107 Cheapside, London EC2V 6DN, United Kingdom, are set out in
Part Nine and Part Ten of the Scheme Document.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Even if you
intend to attend the National World meetings, you are strongly urged to
complete, sign and return your Forms of Proxy (or appoint a proxy online or
through the CREST electronic proxy appointment service), for both the Court
Meeting and the General Meeting, as soon as possible, and in any event by no
later than 11.00 a.m. on 11 February 2025 (in the case of the Court Meeting)
or 11.10 a.m. on 11 February 2025 (in the case of the General Meeting).
National World Shareholders should read the Scheme Document in its entirety
before making a decision with respect to the Scheme.
The action to be taken by National World Shareholders is set out on pages 1
to 4 and at paragraphs 9 and 17 of Part Two (Explanatory Statement) of the
Scheme Document.
Recommendation
The National World Directors, who have been so advised by Cavendish as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice to the National World
Directors, Cavendish has noted the commercial assessments of the National
World Directors. Cavendish is providing independent financial advice to the
National World Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the National World Directors recommend unanimously that National
World Shareholders vote, or procure the vote, in favour of the Scheme at the
Court Meeting and in favour of the Resolution to be proposed at the General
Meeting (or, in the event that the Acquisition is implemented by a Takeover
Offer, accept, or procure the acceptance of, such Takeover Offer), as those
National World Directors who hold National World Shares have irrevocably
undertaken to do, or procure to be done, in respect of their own beneficial
holdings (and the beneficial holdings of their close relatives and related
trusts), being, in aggregate, 22,504,540 National World Shares (representing
approximately 8.4 per cent. of the existing issued ordinary share capital of
National World as at the Last Practicable Date).
Irrevocable Undertakings
In total, Bidco has received irrevocable undertakings in respect of, in
aggregate, 127,313,056 National World Shares, representing approximately 47.6
per cent. of the issued ordinary share capital of National World, and
approximately 65.9 per cent. of the issued ordinary share capital of National
World not already owned by Media Concierge and the Media Concierge Affiliates.
Further details of these irrevocable undertakings are set out in paragraph 6
of Part One of the Scheme Document.
Expected Timetable of Principal Events
The current expected timetable of principal events for the implementation of
the Scheme is set out in the Scheme Document and in this Announcement. If any
of the dates and/or times in this expected timetable change, the revised dates
and/or times will be notified to National World Shareholders by an
announcement through a Regulatory Information Service, with such announcement
also being made available on National World's website at
https://corporate.nationalworld.com/ (https://corporate.nationalworld.com/) .
Event Expected time/date
Publication of this Announcement 20 January 2025
Publication of the Scheme Document 20 January 2025
Latest time for lodging BLUE Forms of Proxy for Court Meeting 11.00 a.m. on 11 February 2025((1))
Latest time for lodging YELLOW Forms of Proxy for General Meeting 11.10 a.m. on 11 February 2025((2))
Voting Record Time for Court Meeting and General Meeting 6.00 p.m. on 11 February 2025((3))
Court Meeting 11.00 a.m. on 13 February 2025
General Meeting 11.10 a.m. on 13 February 2025
The following dates are indicative only and are subject to change
Scheme Sanction Hearing On or around 6 March 2025 ("D")
Last day of dealings in, and for registration of transfers of, and disablement D+1 Business Day
in CREST of, National World Shares
Scheme Record Time 6.00 p.m. on D+1 Business Day
Suspension of dealings in National World Shares By 7.30 a.m. on D+2 Business Days((5))
Effective Date of the Scheme D+2 Business Days
Delisting and cancellation of admission to trading of National World Shares By 8.00 a.m. on D+3 Business Days
Latest date for dispatch of cheques and crediting of CREST for cash 14 days after the Effective Date
consideration due under the Scheme
Long Stop Date 11.59 p.m. on 18 June 2025((5))
(1) It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged not later than 48 hours (excluding any period falling on a weekend or
bank holiday) prior to the time appointed for the Court Meeting or, if the
Court Meeting is adjourned, the time fixed for any adjourned Court Meeting.
BLUE Forms of Proxy not so lodged may be (i) handed to a representative of
MUFG Corporate Markets or the Chair of the Court Meeting or (ii) emailed to
TOUK-ProxyQueries@linkgroup.co.uk, in each case so as to be received before
the start of the Court Meeting and will still be valid.
(2) In order to be valid, the YELLOW Forms of Proxy for the General
Meeting must be lodged not later than 48 hours (excluding any period falling
on a weekend or bank holiday) prior to the time appointed for the General
Meeting (excluding any period falling on a weekend or bank holiday). Any
YELLOW Forms of Proxy not so lodged by this time will not be valid.
(3) If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the
day which is two Business Days prior to the date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting is concluded or adjourned.
(5) This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as may be
agreed in writing between Media Concierge and National World (with the Panel's
consent and as the Court may allow, if such consent and/or approval is/are
required).
(6) All references in this timetable to times are to London (United
Kingdom) time unless, otherwise stated.
Delisting of National World Shares and Re-Registration
It is expected that the last day of dealings in National World Shares on the
Main Market will be the Business Day prior to the Effective Date following
which all National World Shares will be suspended from the listing on the
Official List and from trading on the Main Market and National World Shares
will be disabled in CREST. No transfers will be registered after 6.00 p.m. on
that date.
Following the Scheme becoming Effective and after the delisting and
cancellation of admission to trading of the National World Shares on the Main
Market, it is intended that National World be re-registered as a private
limited company as soon as practicable following the Effective Date under the
relevant provisions of the Companies Act.
On the Effective Date, share certificates in respect of National World Shares
shall cease to be valid and should be destroyed. Entitlements to National
World Shares held within the CREST system will be cancelled on, or shortly
after, the Effective Date (as the case may be).
Helpline
If National World Shareholders have any queries, please contact MUFG Corporate
Markets during business hours on 0371 664 0321 (from within the United
Kingdom) and +44 (0) 371 664 0321 (from outside the United Kingdom) or by
submitting a request in writing to MUFG Corporate Markets at Central Square,
29 Wellington Street, Leeds LS1 4DL, United Kingdom. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines will be
open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice on the
merits of the Acquisition nor give any financial, legal or tax advice.
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 Acquisition.
Media Concierge
Europa Partners Limited (Joint Financial Advisor to Media Concierge)
Jan Skarbek, Dominic King, David
Fudge
+44 20 7451 4500
Panmure Liberum Limited (Joint Financial Advisor to Media Concierge)
Stephen Jones, Amrit Mahbubani, Mark Harrison, Tim
Medak +44 20 3100
2000
Garfield Advisory Limited (PR advisor to Media
Concierge)
Andrew
Garfield
+44 7974 982 337
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Bidco
and Media Concierge in connection with the Acquisition.
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. This announcement,
and the Scheme Document, is not a prospectus, prospectus equivalent document
or exempted document.
If you are in any doubt as to the action you should take, you are recommended
to seek your own financial advice immediately from your stockbroker, bank
manager, accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000, if you are in the United Kingdom,
or from another appropriately authorised independent financial adviser if you
are taking advice in a territory outside the United Kingdom.
Cavendish Capital Markets Limited ("Cavendish"), which, in the UK, is
authorised and regulated by the 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.
Overseas Shareholders
This announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales and the Takeover Code, and
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 England and Wales.
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and observe any
applicable requirements of their jurisdictions.
In connection with the Acquisition, National World Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions.
In particular, the ability of persons who are not resident in the United
Kingdom to vote their National World Shares with respect to the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy appointing another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.
The Acquisition will be governed by English law and will be subject to the
applicable requirements of the Companies Act, the Takeover Code, the Panel,
the UK Listing Rules, UK MAR, the FCA and the London Stock Exchange.
Notice to US Investors in National World
US holders of National World Shares should note that the Acquisition relates
to the shares of an English company and is being made by means of a scheme of
arrangement provided for under, and governed by, English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Securities
Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is
subject to the disclosure and procedural requirements and practices applicable
in the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy solicitation
rules.
The financial information included in this announcement has been prepared in
accordance with International Financial Reporting Standards and thus may not
be comparable to the financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
None of the securities referred to in this announcement have been approved or
disapproved by the US Securities Exchange Commission or any US state
securities commission, nor have any such authorities passed judgment upon the
fairness or the merits of the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.
If, in the future, Bidco exercises the right to implement the Acquisition by
way of a Takeover Offer and determines to extend the offer into the United
States, the Takeover Offer will be made in compliance with applicable United
States tender offer and securities laws and regulations and the requirements
of US state securities laws, in each case, to the extent any exemptions
thereunder are not applicable.
A US holder of National World Shares should be aware that the transactions
contemplated herein may have tax consequences for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each National World Shareholder is therefore urged to consult
with legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.
It may be difficult for US holders of National World Shares to enforce their
rights and any claims arising out of US federal laws, since each of Bidco,
Media Concierge and National World are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of National World Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
To the extent permitted by applicable law, in accordance with normal UK
practice, Bidco, Media Concierge, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, National World Shares outside of
the US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases will be disclosed as required in the
UK, will be reported to the Regulatory Information Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .
Forward-Looking Statements
This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, Media Concierge and National World contain
statements which are, or may be deemed to be, "forward-looking statements".
All statements, other than statements of historical fact are, or may be deemed
to be, "forward looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of Bidco, Media Concierge and National
World about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to
differ materially from those expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco, Media
Concierge and National World, the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the
expansion and growth of Bidco's, Media Concierge's, National World's or the
Combined Group's operations and potential synergies resulting from the
Acquisition.
Although Bidco, Media Concierge and National World believe that the
expectations reflected in such forward-looking statements are reasonable,
neither Bidco, Media Concierge nor National World can give assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general economic and
market conditions; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business areas in
which Bidco, Media Concierge and National World operate; and changes in laws
or in supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither Bidco, Media Concierge nor National World, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Given the risks and uncertainties, you are cautioned not to place any reliance
on these forward-looking statements. Other than in accordance with their legal
or regulatory obligations, neither Bidco, Media Concierge nor National World
is under any obligation, and each of Bidco, Media Concierge and National World
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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 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.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Takeover Code, National World Shareholders
and persons with information rights may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement), free of charge, by contacting MUFG Corporate Markets during
business hours on 0371 664 0321 (from within the United Kingdom) and +44 (0)
371 664 0321 (from outside the United Kingdom) or by submitting a request in
writing to MUFG Corporate Markets at Central Square, 29 Wellington Street,
Leeds LS1 4DL, United Kingdom. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines will be open between 9.00
a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones and calls
may be recorded and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Acquisition nor give any
financial, legal or tax advice.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised FSMA if you are
resident in the United Kingdom.
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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