REG - National World PLC - Update on satisfaction of conditions and timetable

National WorldAnnouncement

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RNS Number : 8649G  National World PLC  30 April 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.

 

30 April 2025

 

RECOMMENDED FINAL* CASH ACQUISITION

of

National World plc ("National World")

by

Neo Media Publishing Limited ("Bidco")

a newly incorporated company wholly-owned by

Media Concierge (Holdings) Limited ("Media Concierge")

to be implemented by means of a scheme of arrangement (the "Scheme")

under Part 26 of the Companies Act 2006

 

Update on satisfaction of Conditions and timetable

 

Further to the announcement made by National World on 25 February 2025,
National World and Media Concierge confirm that on 31 March 2025, Bidco
received confirmation from the Republic of Ireland Competition and Consumer
Protection Commission (the "CCPC") of the CCPC's approval of the Acquisition
("Phase 1 Clearance").

 

Subsequently, Bidco submitted a notification to the Minister for Media in the
Republic of Ireland (the "MoM"), and is currently awaiting MoM approval of the
Acquisition.

 

A further statement will be made once the MoM decision regarding the
Acquisition has been received.

 

Pending MoM approval of the Acquisition, the Court sanction hearing in respect
of the Scheme has been scheduled for 22 May 2025 and it is currently
anticipated that the timetable of principal events for the implementation of
the Scheme will be as set out below:

 

 Court sanction hearing                                                       22 May 2025
 Last day of dealings in, and for the registration of transfers of, and       23 May 2025
 disablement in CREST of, National World Shares
 Scheme Record Time                                                           6.00 p.m. on 23 May 2025
 Suspension of dealings in National World Shares                              By 7.30 a.m. on 27 May 2025
 Effective Date for the Scheme                                                27 May 2025
 Delisting and cancellation of admission to trading of National World Shares  By 8.00 a.m. on 28 May 2025
 Latest date for dispatch of cheques and crediting of CREST for cash          14 days after the Effective Date
 consideration due under the Scheme
 Latest date by which the Scheme must be implemented (Long Stop Date)         11.59 p.m. on 18 June 2025

 

 

As stated in the 25 February announcement, the Acquisition remains conditional
upon the Court sanction hearing occurring on or before 31 May 2025 (the
"Sanction Long Stop").

 

National World confirms that this announcement has been made with the consent
of Media Concierge.

 

Terms used but not otherwise defined in this announcement shall have the
meanings given in the circular in relation to the Acquisition published by
National World on 20 January 2025 (the "Scheme Document"), which is available
free of charge on 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/) .

 

*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

 

 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                                                                 07739 701 634

Neil Craven

                                                                            07876 475 419

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 Adviser to Media Concierge)  +44 (0)20 7451 4500

 Jan Skarbek

 Dominic King

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

 Stephen Jones

 Amrit Mahbubani

 Tim Medak
 Garfield Advisory Limited (PR adviser to Media Concierge)             +44 (0)79 7498 2337

 Andrew Garfield

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.

 

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.

 

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/)  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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