REG - National World PLC Reach PLC - Statement re Possible Offer

National WorldAnnouncement

23/11/2022 11:30

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RNS Number : 3757H  National World PLC  23 November 2022

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 ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UNITED
KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").

 

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").

 

FOR IMMEDIATE RELEASE

23 November 2022

 

 

National World plc
 
("National World" or the "Company")
 
 
Proposed Combination of National World with Reach - No Intention to Make a Firm Offer

 

On 3 November 2022, following press speculation regarding a potential
transaction involving Reach plc ("Reach"), the Company announced that it was
at the early stages of exploring a possible offer for the entire issued and to
be issued share capital of Reach ("Possible Offer") and that it had not
approached the board of directors of Reach (the "Reach Board") with regard to
the Possible Offer.

 

Following further work with its advisers, National World has concluded that
while there are considerable industrial and financial advantages to combining
the newspaper portfolios of the two companies the circumstances are not
aligned to proceed any further with the Possible Offer. This is despite
National World having received in principle financial support from within the
investment community to fund a potential deal.

 

The board of directors of National World (the "NW Board") remains confident in
the Company's strategic direction and positioning as a proactive consolidator
in the sector and a content driven business in its own right.

 

The NW Board is continuing to pursue other paths to deliver its goals, with
the objective of enhancing shareholder value and driving scale and
consolidation, as it has successfully done since National World's inception in
2019.

 

David Montgomery, Executive Chairman commented:

"National World has ambitious and fully fledged plans to grow our business,
creatively and through acquisitions and partnerships. Our key goal is to
continue to build a vibrant content business and we will do that.

 

"A combination with Reach could unlock very significant operational value for
both companies, but not all the elements required to ensure a successful
transaction were present.

 

"Rather than create unwanted management distractions for both companies and
our respective shareholders, we have decided not to proceed with any
discussions at this stage.

 

"We will focus on pursuing initiatives where we see clear value creation
opportunities, primarily relating to content and technology-driven customer
initiatives, facing the challenges with which all in the sector must contend."

 

Important Takeover Code notes

This is a statement to which Rule 2.8 of the Takeover Code applies.

 

As is customary under Rule 2.8 of the Takeover Code, National World reserves
the right to make or participate in an offer for Reach (and/or take any other
actions which would otherwise be restricted under Rule 2.8 of the Takeover
Code) within the next six months following the date of this announcement:

i)    with the agreement of the Reach Board;

ii)    following the announcement of a firm intention to make an offer for
Reach by or on behalf of a third party;

iii)   following the announcement by Reach of a Rule 9 waiver proposal (as
described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover
Code) or a reverse takeover (as defined in the Takeover Code); or

iv)   where the Panel on Takeovers and Mergers has determined that there has
been a material change of circumstances.

 

National World confirms that this announcement is not being made with the
consent of Reach.

 

Other information

For the purposes of UK MAR, the person responsible for arranging release of
this Announcement on behalf of National World is David Montgomery, Executive
Chairman.

 

Enquiries

 National World plc c/o Montfort Communications

 David Montgomery

 Stanhope Capital LLP - Joint Financial Advisers                +44 (0)20 7725 1800

 Nigel Spray

 Rakesh Sharma

 Fredrik Jonsberg

 Alvarium MB (UK) Limited - Joint Financial Advisers            +44 (0)20 7195 1400

 Zeph Sequeira

 Cairn Financial Advisers LLP - Joint Financial Advisers        +44 (0)20 7213 0880

 James Lewis

 Liam Murray

 Dowgate Capital Limited - Joint Financial Advisers and Broker  +44 (0)20 3903 7715

 David Poutney

James Serjeant

 Montfort Communications - Financial PR & IR

 Nick Miles

 Olly Scott                                                     +44 (0)7812 345205

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
National World.

 

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.

 

Stanhope Capital LLP ("Stanhope"), which is authorised by the Prudential
Regulation Authority ("PRA") and regulated by the Financial Conduct Authority
("FCA") and the PRA in the UK, is acting as financial adviser exclusively for
National World and for 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 the matters referred to in this announcement. Neither
Stanhope, 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
Stanhope in connection with this announcement, any statement contained herein
or otherwise.

 

Alvarium MB (UK) Limited ("Alvarium"), which is authorised and regulated by
the FCA in the UK, is acting as financial adviser 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 Alvarium, 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 Alvarium in
connection with this announcement, any statement contained herein or
otherwise.

 

Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated by
the FCA in the UK, is acting as financial adviser 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 Cairn, 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 Cairn in connection
with this announcement, any statement contained herein or otherwise.

 

Dowgate Capital Limited ("Dowgate"), which is authorised and regulated by the
FCA in the UK, is acting as financial adviser and broker 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
Dowgate, 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 Dowgate
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.

 

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