TIDMJPR
RNS Number : 6655D
Johnston Press PLC
11 October 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
11(th) October, 2018
Johnston Press plc ("Johnston Press" or the "Company")
Strategic review update - Formal sale process under the Takeover
Code
Since commencing the strategic review of financing options first
announced in March 2017, the Company has focussed on exploring all
options available to it in relation to its GBP220 million
outstanding 8.625% senior secured notes due for repayment on 1 June
2019. Pursuant to this strategic review and in order to assess all
strategic options to maximise value to its stakeholders, the Board
of Johnston Press announces today that it has decided to seek
offers for the Company.
The Panel on Takeovers and Mergers (the "Takeover Panel") has
agreed that any discussions with third parties may be conducted
within the context of a "formal sale process" (as defined in the
City Code on Takeovers and Mergers (the "Takeover Code")) to enable
conversations with parties interested in making a proposal to take
place on a confidential basis. The Company is not in discussions
with any potential offerors or in receipt of any approaches at the
time of this announcement.
Parties with a potential interest in making a proposal should
contact Rothschild (contact details as set out below).
It is currently expected that any party interested in
participating in the formal sale process will receive certain
information on Johnston Press as part of Phase One, following which
interested parties shall be invited to submit their proposals to
Rothschild. It is currently expected that any party progressing
into Phase Two of the formal sale process will, at the appropriate
time, enter into a confidentiality agreement with Johnston Press on
terms satisfactory to the Board of Johnston Press and on the same
terms, in all material respects, as other interested parties.
Further announcements regarding timings for the formal sale process
will be made when appropriate.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified as a
result of this announcement and will not be subject to the 28 day
deadline referred to in Rule 2.6(a) of the Takeover Code for so
long as it is participating in the formal sale process. Following
this announcement, the Company is now considered to be in an "offer
period" as defined in the Takeover Code, and the dealing disclosure
requirements listed below, and other restrictions on dealing in the
Company's securities, will apply.
There can be no certainty that any offer will be made for
Johnston Press, nor that any transaction will be executed, nor as
to terms of any such offer or transaction.
The Board of Johnston Press reserves the right to alter or
terminate the process at any time and in such cases will make an
announcement as appropriate. The Board of Johnston Press also
reserves the right to reject any approach or terminate discussions
with any interested party at any time.
The Company will continue to update all stakeholders on the
formal sale process and other aspects of the strategic review as
and when appropriate.
A copy of this announcement is also available on Johnson Press's
website at www.johnstonpress.co.uk.
For further information, please contact:
Rothschild
Mitul Manji
Tel: +44 20 7280 5000
For media enquiries, please contact:
Edelman
Alex Simmons / Ben Fenton
Tel: +44 7970 174 353 / +44 7703 751 197
Notice related to financial adviser
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for the Company and for no
one else in connection with the subject matter of this announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in connection with the subject matter 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 pm
(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,
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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available at www.johnstonpress.co.uk by
no later than 12 noon (London time) on the next business day. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Takeover Code, Johnston Press
confirms that it has in issue 105,877,777 ordinary shares of 1p
each (the "Ordinary Shares"), 756,000 13.75% cumulative preference
shares of GBP1.00 each and 349,600 13.75% 'A' preference shares of
GBP1.00 each. The ISIN for the Ordinary Shares is GB00BRK8Y334.
Legal Entity Identifier: 213800JFIBCR4LGUA242
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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