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

ReachAnnouncement

03/11/2022 16:30

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RNS Number : 2732F  National World PLC  03 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 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.

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").

3 November 2022

Statement regarding possible offer for Reach plc by National World plc

The Board of National World plc ("National World" or the "Company") notes the
recent press speculation regarding a potential transaction involving Reach plc
("Reach"). National World confirms that it is at the early stages of exploring
a possible offer for the entire issued and to be issued share capital of Reach
("Possible Offer"). National World has not yet approached the Board of
Directors of Reach with regard to the Possible Offer.

 

Important Takeover Code notes

As a consequence of this announcement, an "Offer Period" has commenced in
respect of Reach in accordance with the rules of the Takeover Code. In
accordance with Rule 2.6(a) of the Takeover Code, National World must, by not
later than 5.00 p.m. (London time) on 2 December 2022, either announce a firm
intention to make an offer for Reach in accordance with Rule 2.7 of the
Takeover Code or announce that it does not intend to make an offer for Reach,
in which case the announcement will be treated as a statement to which Rule
2.8 of the Takeover Code applies. This deadline will be extended only with the
consent of Reach and the Panel on Takeovers and Mergers (the "Panel") in
accordance with Rule 2.6(c) of the Takeover Code.

This is an announcement falling under Rule 2.4 of the Code and National World
would like to emphasise that this announcement does not amount to a firm offer
under Rule 2.7 of the Code and there can be no certainty that any offer will
be made, nor as to the terms on which any offer might be made.

A further announcement 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.

Enquiries

 National World plc c/o Montfort Communications

 David Montgomery

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

 Nigel Spray

 Pierre Mallevays

 Rakesh Sharma

 Emmanuel Daïen

 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

 Ludovico Lazzaretti

 Montfort Communications - Financial PR & IR              +44 (0) 7812 345205

 Nick Miles

 Olly Scott

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.

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.

Rule 2.9 information

In accordance with Rule 2.9 of the Takeover Code, National World confirms
that, as at close of business on 2 November 2022 (being the business day prior
to the date of this announcement), its issued share capital consisted of
259,432,801 ordinary shares of nominal value 0.1 pence each in the capital of
National World which carry voting rights of one vote per share and admitted to
listing on the standard segment of the Official List and to trading on the
main market for listed securities of London Stock Exchange plc, with
International Securities Identification Number (ISIN) GB00BJN5J635.

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 (www.
(http://www.) nationalworldplc.com) 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.

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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10(th) 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 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
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.

 

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