REG - National World PLC - Statement re Press Speculation

National WorldAnnouncement

28/03/2025 10:00

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RNS Number : 6894C  National World PLC  28 March 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 IN THAT JURISDICTION.

 

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").

 

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 NOR AS TO THE TERMS ON WHICH A FIRM OFFER MIGHT BE MADE.

 

National World plc

("National World" or the "Company")

 

Statement re Press Speculation

 

 

National World notes recent speculation relating to an approach for the
Company from Eldridge Media Holdings, LLC ("EMH"). The Company has received
confirmation that EMH is considering making a proposal to acquire the entire
issued and to be issued share capital the Company but to date no details of
any such proposal has been received by the National World Board (including as
to its possible terms, timing or process for implementation) (the "Possible
Competing Offer").

 

National World reminds shareholders that the recommended scheme of arrangement
relating to the acquisition for the entire issued and to be issued share
capital of the Company by Neo Media Publishing Limited ("Bidco"), a newly
incorporated company wholly-owned by Media Concierge (Holdings) Limited (the
"Scheme") was approved by National World Shareholders on 13 February 2025.

 

However, the Company acknowledges, for the purposes of the Takeover Code, that
it is in receipt of an approach from EMH regarding a possible offer for the
entire issued and to be issued share capital of the Company. The National
World Board will consider the terms of any proposal put forward by EMH that
may deliver superior value to National World Shareholders than the Scheme.

 

The National World Directors emphasise that there can be no certainty that an
offer will be made by EMH, nor as to the terms on which any such offer might
be made. National World Shareholders should take no action at this stage.

 

National World also confirms that there are no updates regarding the timetable
for implementation of the Scheme further to that set out in the Company's
announcement of 25 February 2025 and final results announcement of 21 March
2025.

 

Further announcements with respect to the above matters will be made as and
when appropriate.

 

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.

 

This announcement has been made without the consent of EMH.

 

Terms used but not otherwise defined in this announcement shall have the
meanings given in the Scheme Document posted to National World Shareholders on
20 January 2025.

 

Enquiries:

 

 National World plc

 c/o Montfort Communications

 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

 

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
National World in connection with the Acquisition and the Possible Competing
Offer.

 

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.

 

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 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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