TIDMNWOR TIDMRCH
RNS Number : 3757H
National World PLC
23 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 ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF
THE UNITED KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE
"TAKEOVER CODE").
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 (AMMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR").
FOR IMMEDIATE RELEASE
23 November 2022
National World plc
("National World" or the "Company")
Proposed Combination of National World with Reach - No Intention
to Make a Firm Offer
On 3 November 2022, following press speculation regarding a
potential transaction involving Reach plc ("Reach"), the Company
announced that it was at the early stages of exploring a possible
offer for the entire issued and to be issued share capital of Reach
("Possible Offer") and that it had not approached the board of
directors of Reach (the "Reach Board") with regard to the Possible
Offer.
Following further work with its advisers, National World has
concluded that while there are considerable industrial and
financial advantages to combining the newspaper portfolios of the
two companies the circumstances are not aligned to proceed any
further with the Possible Offer. This is despite National World
having received in principle financial support from within the
investment community to fund a potential deal.
The board of directors of National World (the "NW Board")
remains confident in the Company's strategic direction and
positioning as a proactive consolidator in the sector and a content
driven business in its own right.
The NW Board is continuing to pursue other paths to deliver its
goals, with the objective of enhancing shareholder value and
driving scale and consolidation, as it has successfully done since
National World's inception in 2019.
David Montgomery, Executive Chairman commented:
"National World has ambitious and fully fledged plans to grow
our business, creatively and through acquisitions and partnerships.
Our key goal is to continue to build a vibrant content business and
we will do that.
"A combination with Reach could unlock very significant
operational value for both companies, but not all the elements
required to ensure a successful transaction were present.
"Rather than create unwanted management distractions for both
companies and our respective shareholders, we have decided not to
proceed with any discussions at this stage.
"We will focus on pursuing initiatives where we see clear value
creation opportunities, primarily relating to content and
technology-driven customer initiatives, facing the challenges with
which all in the sector must contend."
Important Takeover Code notes
This is a statement to which Rule 2.8 of the Takeover Code
applies.
As is customary under Rule 2.8 of the Takeover Code, National
World reserves the right to make or participate in an offer for
Reach (and/or take any other actions which would otherwise be
restricted under Rule 2.8 of the Takeover Code) within the next six
months following the date of this announcement:
i) with the agreement of the Reach Board;
ii) following the announcement of a firm intention to make an
offer for Reach by or on behalf of a third party;
iii) following the announcement by Reach of a Rule 9 waiver
proposal (as described in Note 1 of the Notes on Dispensations from
Rule 9 of the Takeover Code) or a reverse takeover (as defined in
the Takeover Code); or
iv) where the Panel on Takeovers and Mergers has determined that
there has been a material change of circumstances.
National World confirms that this announcement is not being made
with the consent of Reach.
Other information
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
Nigel Spray
Rakesh Sharma +44 (0)20 7725
Fredrik Jonsberg 1800
Alvarium MB (UK) Limited - Joint Financial
Advisers +44 (0)20 7195
Zeph Sequeira 1400
Cairn Financial Advisers LLP - Joint Financial
Advisers
James Lewis +44 (0)20 7213
Liam Murray 0880
Dowgate Capital Limited - Joint Financial
Advisers and Broker
David Poutney +44 (0)20 3903
James Serjeant 7715
Montfort Communications - Financial PR & IR
Nick Miles
Olly Scott +44 (0)7812 345205
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.
Dowgate Capital Limited ("Dowgate"), which is authorised and
regulated by the FCA in the UK, is acting as financial adviser and
broker 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
Dowgate, 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 Dowgate 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.
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END
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