REG - National World PLC - Scheme of Arrangement becomes Effective

National WorldAnnouncement

27/05/2025 11:00

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RNS Number : 2386K  National World PLC  27 May 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.

 

27 May 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

 

Scheme of Arrangement becomes Effective

 

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 (as amended) (the
"Companies Act").

 

The circular in relation to the Acquisition was published by National World
and posted to shareholders of National World on 20 January 2025 (the "Scheme
Document"). Terms used but not otherwise defined in this announcement shall
have the meanings given in Scheme Document, which is 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/) . All
references to times in this announcement are to London, United Kingdom times,
unless otherwise stated.

 

National World and Media Concierge announce that, following the delivery of a
copy of the Court Order (together with a copy of the Scheme and all documents
required to be annexed thereto) to the Registrar of Companies today, the
Scheme has now become Effective in accordance with its terms. Pursuant to the
Scheme, the entire issued share capital of National World is now owned by
Bidco.

 

Suspension and cancellation of listing to and trading of National World Shares

 

The listing of National World Shares on the Official List and admission to
trading on the Main Market, and therefore dealings in National World Shares,
were suspended with effect from 7.30 a.m. today. As a result of the Scheme
having become Effective, share certificates in respect of the Scheme Shares
have ceased to be valid documents of title and entitlements to the Scheme
Shares held in uncertificated form in CREST are being cancelled.

 

Applications have been made to the FCA and the London Stock Exchange in
relation to the delisting of National World Shares from the Official List and
the cancellation of trading in National World Shares on the Main Market, both
of which are expected to take effect by no later than 8.00 a.m. on 28 May
2025.

 

As a result of this announcement, National World is no longer in an "Offer
Period" as defined in the Code and accordingly the dealing disclosure
requirements previously notified to investors no longer apply.

 

Settlement of Consideration

 

In accordance with the terms of the Scheme, a Scheme Shareholder on National
World's register of members at the Scheme Record Time, being 6.00 p.m. on 23
May 2025, will be entitled to receive 23 pence in cash for each Scheme Share
held.

 

Settlement of the Consideration to which Scheme Shareholders are entitled
under the terms of the Scheme will be effected in the manner set out in the
Scheme Document. As set out in the Scheme Document, settlement of the
consideration to which any Scheme Shareholder is entitled will be effected by
way of the dispatch of cheques or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event, no later than 14
days after the Effective Date (being 10 June 2025).

 

Board changes

 

As the Scheme has now become effective, National World announces that, with
effect from today's date, David Lindsay and Andrea Davies have tendered their
resignations and stepped down from the Board as Non-Executive Directors.
Malcolm Denmark, Callum Denmark, Tara Denmark, Richard Elliot and Russell
Whitehair have been appointed as directors of National World with effect from
the Scheme becoming Effective.

 

 
Enquiries:
 
National World
 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                                                             +44 (0)78 7647 5419
 Neil Craven                                                                         +44 (0)77 3970 1634
 Nick Miles

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)  +44 (0)20 7451 4500

 Jan Skarbek

 Dominic King

 David Fudge

 Panmure Liberum Limited (Joint Financial Advisor to Media Concierge)  +44 (0)20 3100 2000

 Stephen Jones

 Amrit Mahbubani

 Tim Medak

 Garfield Advisory Limited (PR advisor to Media Concierge)

 Andrew Garfield                                                       +44 (0)79 7498 2337

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 FCA 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 FCA 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.

 

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.

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 (as amended) (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.

 

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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