REG - Media Concierge Hld National World PLC - Request for engagement from National World Board

National WorldAnnouncement

22/11/2024 07:00

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RNS Number : 2414N  Media Concierge (Holdings) Limited  22 November 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER PURSUANT TO RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE
AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL ULTIMATELY BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018)

 

FOR IMMEDIATE RELEASE

 

22 November 2024

 

Statement regarding National World plc ("National World") and request for
engagement from the board of directors of National World (the "National World
Board")

 

Media Concierge (Holdings) Limited ("Media Concierge") announces that on 31
October 2024, 22 days ago, it submitted a non-binding proposal to the National
World Board.

 

The proposal is in respect to a possible offer (the "Possible Offer") for the
entire issued, and to be issued, share capital of National World not already
owned by Media Concierge, its affiliates and persons acting in concert with it
(together, the "Media Concierge Group"), representing 72.2 per cent. of the
issued share capital of the Company.

 

Under the terms of the Possible Offer, Media Concierge proposes that National
World shareholders would receive:

 

21 pence per share, in cash.

 

The Possible Offer values National World's entire issued, and to be issued,
ordinary share capital at approximately £56.2 million, and implies an
enterprise value of approximately £43.2 million.

 

The Possible Offer provides shareholders with a significant premium to the
standalone price of National World shares, representing a premium of:

 

·    40.0 per cent. to the closing price of 15.0 pence per National World
share on 21 November 2024;

 

·    37.0 per cent. to the volume-weighted average price of 15.3 pence per
National World share for the three-month period ended 21 November 2024;

 

·    42.1 per cent. to the volume-weighted average price of 14.8 pence per
National World share for the six-month period ended 21 November 2024; and

 

·    16.7 per cent. to the 52-week high price of 18.0 pence per National
World share for the period ended 21 November 2024.

 

The Possible Offer represents an enterprise value multiple of 7.2x statutory
EBITDA and 3.8x adjusted EBITDA for the twelve-month period ended 29 June
2024.

 

The implied multiple is:

 

·    at the high end compared to multiples paid in recent relevant
precedent transactions in the UK regional newspaper sector; and

 

·    at a significant premium to trading multiples for both National World
and Reach PLC, a larger, UK-listed, UK regional newspaper competitor, which
currently trade at 2.4x and 2.3x adjusted EBITDA for the twelve-month period
ended June 2024, respectively as at 21 November 2024.

 

Next steps

 

Since the proposal was submitted to the National World Board 22 days ago on 31
October 2024, Media Concierge has made every effort to engage privately with
National World and its advisers, but has had no substantive engagement to
date.

 

Media Concierge believes that the Possible Offer provides a highly attractive
and deliverable opportunity for National World shareholders to realise their
investment at a substantial premium in cash.

 

Media Concierge believes that it is in the best interest of all National World
shareholders that the Possible Offer be made public to provide them with the
opportunity to consider the proposal, and encourages shareholders to urge the
National World Board to engage constructively with Media Concierge.

 

Media Concierge is ready to move promptly towards making a Rule 2.7 offer
subject only to the following pre-conditions:

 

·    the recommendation of the National World Board;

 

·    the completion of limited, confirmatory due diligence, details of
which have been provided to National World's advisers; and

 

·    the receipt of irrevocable undertakings from the directors of
National World in respect of their shareholdings in the Company, in a form
acceptable to Media Concierge.

 

Media Concierge urges the National World Board to engage constructively
without delay to fulfil the pre-conditions and move towards the making of a
Rule 2.7 offer expeditiously.

 

Notes

 

This announcement does not amount to a firm intention by Media Concierge to
make an offer for National World. There can be no certainty that any offer
will be made.

 

In accordance with Rule 2.5(c)(i) of the Code, the pre-conditions listed above
may be waived in whole or in part by Media Concierge.

 

Media Concierge reserves the right to vary the form and/or mix of the
consideration referred to in this announcement and vary the transaction
structure.

 

In addition, pursuant to Rule 2.5 of the Code, Media Concierge reserves the
right to set aside the terms referred to in this announcement and/or at any
time to make an offer on less favourable terms: (i) with the recommendation or
consent of the National World Board; (ii) if a third party announces a firm
intention to make an offer for National World; or (iii) if National World
announces a Rule 9 waiver proposal (for the purposes of Note 1 of the Notes on
Dispensations from Rule 9 of the Code) or a reverse takeover. In addition,
Media Concierge reserves the right to reduce the offer consideration by the
amount of any dividend or any other distribution or return of value to
shareholders which is paid or becomes payable by National World to its
shareholders following the date of this announcement.

 

In accordance with Rule 2.6(a) of the Code, Media Concierge will have until
5.00pm on 20 December 2024, being 28 days after the date of this announcement,
to either announce a firm intention to make an offer for National World in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make such an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline may be extended
with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel")
in accordance with Rule 2.6(c) of the Code.

 

A further announcement will be made in due course.

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.mediaconcierge.co.uk (http://www.mediaconcierge.co.uk) by no
later than 12 noon (London time) on 25 November 2024. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

Enquiries:

 

Europa Partners Limited (Joint Financial Advisor to Media Concierge)

Jan Skarbek, Dominic King, David
Fudge
            +44 20 7451 4523

 

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 are retained as legal adviser to Media
Concierge.

 

Sources and bases of information

 

In this announcement, unless otherwise stated or the context otherwise
requires, the following sources of information have been used:

 

·    267,663,987 National World ordinary shares of 0.1 pence each in
issue.

 

·    Prices and volume-weighted average prices have been derived from
Bloomberg.

 

·    National World implied enterprise value and enterprise value
multiples calculated with reference to net cash of £13.0 million as at 29
June 2024.

 

·    National World enterprise value multiples calculated with reference
to:

 

o  Adjusted EBITDA for the twelve-month period ended 29 June 2024 of £11.4
million, being the aggregate of £5.0 million for the six-month period ended
29 June 2024 and £6.4 million for the six-month period ended 30 December
2023;

 

o  Statutory EBITDA for the twelve-month period ended 29 June 2024 of £6.0
million, being the aggregate of £3.6 million for the six-month period ended
29 June 2024 and £2.4 million for the six-month period ended 30 December
2023.

 

·    Reach PLC trading enterprise value multiple calculated with reference
to:

 

o  Enterprise value of £289.0 million, based on:

 

§ Reach PLC share price of 87.0 pence per share as at 21 November 2024;

 

§ 318,054,901 Reach PLC shares in issue; and

 

§ Reach PLC net debt of £12.3 million as at 30 June 2024.

 

o  Adjusted EBITDA for the twelve-month period ended June 2024 of £125.9
million, being the aggregate of £54.2 million for the six-month period ended
30 June 2024 and £71.7 million for the six-month period ended 31 December
2023.

 

·    Media Concierge Group shareholding of 74,354,075 National World
shares.

 

·    Certain figures included in this announcement have been subject to
rounding adjustments.

 

Disclaimer

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise. This is an announcement under Rule
2.4 of the Code and does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Code.

 

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom 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 such restrictions may
constitute a violation of the securities law of any such jurisdiction.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 pm on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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 Code, any person who is, or becomes, interested in 1
per cent. 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, 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 pm 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 Takeover Panel's website at
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
Takeover 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.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) on Media Concierge's website at
www.mediaconcierge.co.uk (http://www.mediaconcierge.co.uk) by no later than 12
noon (London time) on the business day following the date of this
announcement. For the avoidance of doubt, the content of the website referred
to in this announcement is not incorporated into and does not form part of
this announcement.

 

Forward-looking statements

 

This announcement and any statements made regarding the Possible Offer and
other information published by Media Concierge containing statements about
Media Concierge, National World and/or the combined group are or may be deemed
to be forward-looking statements. All statements other than statements of
historical facts included in this announcement, may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "hopes", "continues", "would", "could", "should", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar substance
or the negative thereof, are forward-looking statements. 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 Media Concierge, National World or the combined group's operations
and potential cost and operating synergies resulting from the Possible Offer.
These forward-looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward-looking
statements involve known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include, but are not
limited to, changes in political and economic conditions, changes in levels of
capital investment, success of business and operating initiatives, the impact
of any acquisitions or similar transactions, changes in tenants' strategies
and stability, changes in the regulatory environment and fluctuations of
rates, and changes in tax rates. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of Media Concierge
or National World. Neither Media Concierge, nor any of its respective members,
associates or directors, officers, employees 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. Neither Media Concierge, nor any of its respective
members, associates or directors, officers, employees or advisers assumes any
obligation to update or correct the information contained in this announcement
except as required by applicable law. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this announcement. Media
Concierge disclaims any obligation to correct or update any forward-looking or
other statements contained in this announcement, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.

 

Further information

 

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.

 

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