Offer for Southnews - Part 1

Trinity Mirror PLC 27 October 2000 PART 1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA Trinity Mirror plc Recommended Cash Offer for Southnews plc SUMMARY The boards of Trinity Mirror and Southnews announce that they have reached agreement on the terms of a recommended cash offer, to be made by Greenhill & Co. on behalf of Trinity Mirror Regionals, a wholly-owned subsidiary of Trinity Mirror, for the whole of the issued and to be issued share capital of Southnews. * The Offer will be 1200p in cash for each Southnews Share and values the whole of the issued share capital of Southnews (on a fully diluted basis) at £284.6 million * The Offer represents a premium of approximately 57 per cent. over the closing middle market price of 762.5p per Southnews Share on 26 October 2000, the last business day prior to this announcement * In addition, Southnews Shareholders will be entitled to retain the interim dividend of 4.85p per Southnews Share * As a leading regional newspaper publisher in the South East of England, publishing weekly paid-for and free titles, Southnews represents an important opportunity for Trinity Mirror to increase substantially its exposure to this economically significant part of the UK - the combination of Trinity Mirror's existing portfolio of weekly titles with Southnews' 84 weekly paid-for and free titles will enable Trinity Mirror to offer extensive newspaper coverage of the South East of England to advertisers - the acquisition will also give Trinity Mirror's portfolio of regional newspapers a better balance across the regional economies of the UK * The board of Trinity Mirror believes that operating profit enhancements can be generated from the elimination of certain corporate and administrative overheads, the reduction of materials costs using Trinity Mirror's purchasing power and, over time, the printing of Southnews' titles on Trinity Mirror's presses * The board of Trinity Mirror expects these annual operating profit enhancements to amount to £4 million in the first 12 months of ownership and believes that there will be further benefits thereafter. The board of Trinity Mirror believes that the acquisition of Southnews will be earnings enhancing in 2001* * Irrevocable undertakings to accept the Offer have been received from certain institutional shareholders of Southnews and Southnews Directors (and a related family trust) in respect of, in aggregate, 12,301,027 Southnews Shares, representing approximately 53.2 per cent. of Southnews' issued share capital * The Offer will contain a loan note alternative * The Offer has the unanimous support and recommendation of the board of Southnews Philip Graf, Chief Executive Officer of Trinity Mirror, said: 'I am delighted that we have reached agreement with the board of Southnews for a recommended offer. Southnews has a tremendous portfolio of high quality newspaper titles focused on Greater London and around the M25, as well as in Essex and Kent, which will be an excellent addition to Trinity Mirror's regional and local newspaper franchises. Trinity Mirror is looking forward to working with Southnews' operational management and staff to develop and expand the enlarged business in the South East of England.' Gareth Clark, Chairman of Southnews, said: 'Southnews has made good and pleasing progress since its formation in 1986. Through a series of acquisitions and by launching new titles, Southnews has emerged as a substantial regional newspaper group focused on the attractive London and Home Counties market. Though we have identified further opportunities for developing the company, the recent consolidation within the newspaper industry has undoubtedly diminished the range of suitable opportunities previously open to Southnews. With this in mind, I am therefore convinced that the correct route to ensure the continued long term prosperity of our newspapers is by them now forming part of a larger newspaper group.' This summary should be read in conjunction with and in the context of the full text of this announcement. A presentation to analysts will be held at 9:30 a.m. today at The Brewery, Chiswell Street, London EC1Y 4SD. Enquiries: Trinity Mirror 020 7293 3000 Southnews 01932 566 311 Philip Graf Gareth Clark Margaret Ewing Greenhill & Co. 020 7440 0400 HSBC 020 7336 9000 Simon Borrows Nigel Medhurst Brian Cassin Mark Harrison Finsbury 020 7251 3801 Rupert Younger James Leviton * This statement should not be taken to mean that the future earnings per share of Trinity Mirror, as enlarged by the acquisition of Southnews, will necessarily be greater than its historical earnings per share The Offer (including the Loan Note Alternative) will not be made, directly or indirectly, in or into the United States, Canada, Japan or Australia. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent into or from the United States, Canada, Japan or Australia. The Loan Notes will not be listed on any stock exchange and have not been, and will not be, registered under the Securities Act or under any relevant securities laws of any State of the United States and the relevant clearances have not been, and will not be, obtained from the regulatory authority of any province or territory of Canada. In addition, no prospectus in relation to the Loan Notes has been, or will be, lodged with or registered by the Australian Securities and Investments Commission and no steps have been, nor will be, taken to enable the Loan Notes to be offered in compliance with the applicable securities laws of Japan or any other country or jurisdiction outside the United Kingdom. The Loan Notes will not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Japan or Australia or any other jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction. Greenhill & Co., which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Trinity Mirror and Trinity Mirror Regionals and for no one else in relation to the Offer and will not be responsible to anyone other than Trinity Mirror and Trinity Mirror Regionals for providing the protections afforded to customers of Greenhill & Co. nor for providing advice in relation to the Offer. HSBC, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Southnews and for no one else in relation to the Offer and will not be responsible to anyone other than Southnews for providing the protections afforded to customers of HSBC nor for providing advice in relation to the Offer. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA Trinity Mirror plc Recommended Cash Offer for Southnews plc FULL TEXT 1. Introduction The boards of Trinity Mirror and Southnews announce that they have reached agreement on the terms of a recommended cash offer, to be made by Greenhill & Co. on behalf of Trinity Mirror Regionals, a wholly-owned subsidiary of Trinity Mirror, for the whole of the issued and to be issued share capital of Southnews at 1200p per share. The Offer values Southnews' share capital (on a fully diluted basis) at £284.6 million. The Offer represents a premium of approximately 57 per cent. over the closing middle market price of 762.5p per Southnews Share on 26 October 2000 (the last business day prior to this announcement). 2. Background to and reasons for the Offer The UK regional newspaper industry has been the subject of considerable change in ownership structure over the last ten years which, more recently, has featured consolidation among the industry participants. This has been driven by the opportunity to share resources and to improve purchasing power, giving rise to more efficient operations and enhanced profitability. Trinity Mirror has been an active participant in the industry consolidation. Southnews is a leading regional newspaper publisher in the South East of England, publishing weekly paid-for and free titles. It represents an important opportunity for Trinity Mirror to increase substantially its exposure to this economically significant part of the UK. In addition, Southnews' titles are highly complementary to Trinity Mirror's existing franchises in the South East of England. Southnews' titles comprise some 84 weekly paid-for and free titles, focused on Greater London and around the M25, as well as in Essex and Kent. Combined with Trinity Mirror's existing portfolio of weekly titles in the South East of England, Trinity Mirror will be able to offer advertisers extensive newspaper coverage of this part of the UK. The acquisition will also give Trinity Mirror's portfolio of regional newspapers a better balance across the regional economies of the UK. The board of Trinity Mirror believes that operating profit enhancements can be generated from the elimination of certain corporate and administrative overheads, the reduction of materials costs using Trinity Mirror's purchasing power and, over time, the printing of Southnews' titles on Trinity Mirror's presses. In addition, Trinity Mirror will be able to absorb Southnews' national advertising sales representation into its existing national sales operation, AMRA. The board of Trinity Mirror expects these annual operating profit enhancements to amount to £4 million in the first 12 months of ownership and believes that there will be further benefits thereafter. The board of Trinity Mirror believes that the acquisition of Southnews will be earnings enhancing in 2001*. * This statement should not be taken to mean that the future earnings per share of Trinity Mirror, as enlarged by the acquisition of Southnews, will necessarily be greater than historical earnings per share 3. The Offer On behalf of Trinity Mirror Regionals, Greenhill & Co. will offer to acquire all of the Southnews Shares, subject to the conditions and terms summarised in Appendix I and those to be set out in the Offer Document and Form of Acceptance, on the following basis: for each Southnews Share 1200p in cash The Offer values the whole of the issued share capital of Southnews (assuming the exercise in full of all outstanding options under the Southnews Share Option Schemes) at approximately £284.6 million. The Southnews Shares which are the subject of the Offer will be acquired by Trinity Mirror Regionals fully paid and free from all liens, charges, equitable interests, third party rights and encumbrances and together with all rights now or hereafter attaching thereto, including the right to receive all dividends and other distributions (if any) declared, made or paid after the date of this announcement, other than the interim dividend in respect of the six month period ended 30 September 2000 of 4.85p per share to be paid to Southnews Shareholders on the register of members of Southnews at the close of business on 10 November 2000. The Offer will extend to any Southnews Shares issued or unconditionally allotted while the Offer remains open for acceptance, including any such Southnews Shares allotted or issued pursuant to the exercise of options under the Southnews Share Option Schemes. If the Offer becomes or is declared wholly unconditional, Trinity Mirror Regionals intends to make appropriate proposals to holders of options under the Southnews Share Option Schemes to the extent that such options have not been exercised or lapsed. The conditions and certain further terms of the Offer are set out in Appendix I. The Offer is conditional on Trinity Mirror Regionals receiving the Secretary of State for Trade and Industry's consent to the transfer of the newspapers and newspaper assets of Southnews to Trinity Mirror Regionals. Trinity Mirror Regionals is applying for the Secretary of State's consent under a statutory procedure which allows the Secretary of State discretion, in cases where none of the newspapers concerned has an average daily paid-for circulation of more than 50,000 copies, to give his consent to a transfer of newspapers and newspaper assets without requiring a report from the Competition Commission (none of Southnews' newspaper titles has an average daily paid-for circulation of more than 50,000 copies). Further details of the bases and sources of certain financial information in this announcement and the financial effects of acceptance are set out in Appendix II. 4. Irrevocable undertakings to accept the Offer Irrevocable undertakings to accept the Offer have been received from certain institutional shareholders of Southnews and Southnews Directors (and a related family trust) in respect of, in aggregate, 12,301,027 Southnews Shares, representing approximately 53.2 per cent. of Southnews' issued share capital. The terms of the irrevocable undertakings of the Southnews Directors require acceptance of the Offer even if a third party makes a higher competing offer. The terms of the irrevocable undertakings given by the institutional shareholders in respect of 10,063,511 Southnews Shares, will cease to be binding in the event of a third party making or announcing a firm intention to make an offer (which is not subject to any pre-conditions) for the Southnews Shares if the value of the consideration under such offer is 1300p or more per Southnews Share. 5. Recommendation The Directors of Southnews, who have been so advised by HSBC, consider the terms of the Offer to be fair and reasonable. In providing advice to the Directors of Southnews, HSBC has taken into account the Southnews Directors' commercial assessments of the Offer. Accordingly, the Directors of Southnews will unanimously recommend all Southnews Shareholders to accept the Offer, as they (and where appropriate the relevant trustees) have undertaken to do in respect of their and their immediate families' and family trusts' holdings of 2,237,516 Southnews Shares representing, in aggregate, approximately 9.7 per cent. of Southnews' existing issued share capital. 6. Information on Southnews Southnews is a leading regional and local newspaper publisher in the South East of England with 84 weekly titles, of which 24 are paid-for and 60 are free. Its portfolio extends across Greater London and around the M25, as well as in Essex and Kent. Four ethnic paid-for titles published by Southnews are more widely available across the UK. The paid-for titles have a total circulation of approximately 314,000 and the free titles have a total distribution of approximately 3,281,000. In the financial year ended 1 April 2000, Southnews generated audited consolidated turnover of £75.9 million, audited consolidated profit on ordinary activities before taxation (excluding exceptional items and abortive acquisition costs) of £13.0 million and audited consolidated earnings per share (excluding exceptional items) of 42.7p. At 1 April 2000, Southnews had audited consolidated net assets of £59.8 million. On 15 March 2000, Southnews acquired Denitz for a total consideration of £52 million. Southnews subsequently sold a number of Denitz's titles in Lincolnshire and Northamptonshire to Johnston Press plc for £16.5 million. In the year ended 1 April 2000 (i.e. from 15 March 2000 to 1 April 2000), the retained Denitz titles contributed £2.2 million to turnover and £0.3 million to profit on ordinary activities before taxation (excluding exceptional items). For the six month period ended 30 September 2000, Southnews generated unaudited consolidated turnover of £47.6 million, unaudited consolidated profit on ordinary activities before taxation (excluding exceptional items) of £7.8 million and unaudited consolidated earnings per share (excluding exceptional items) of 23.7p. As at 30 September 2000, Southnews had unaudited consolidated net assets of £64.2 million. An interim dividend in respect of the six month period ended 30 September 2000 of 4.85p per Southnews Share will be payable on 8 December 2000 to Southnews Shareholders on the register of members of Southnews at the close of business on 10 November 2000. 7. Information on Trinity Mirror Trinity Mirror is the UK's largest regional and local newspaper publisher, with a broad and diverse portfolio of over 170 titles. It is also the second largest national newspaper publisher in the UK with its flagship title, The Mirror and, in Scotland, the market leading Daily Record. In addition, Trinity Mirror publishes the Sunday Mirror, the Sunday People and, in Scotland, the Sunday Mail. Trinity Mirror's sports publications portfolio comprises five titles including the Racing Post, the UK's leading racing publication. Trinity Mirror also produces a range of business- to-business and specialist consumer magazines and exhibitions. In digital media, Trinity Mirror is currently developing its 'ic' network of national and regional sites. To provide a more meaningful analysis of the trading results of the predecessor entities of Trinity Mirror, unaudited pro forma financial information was prepared for the 53 week period ended 2 January 2000 on the assumption that the merger of Trinity plc and Mirror Group PLC had been effective at the beginning of the accounting period. This information is provided below, along with the statutory results of Trinity Mirror for the same period. In the financial year ended 2 January 2000, Trinity Mirror generated unaudited consolidated pro forma turnover of £1,063.0 million, unaudited consolidated pro forma profit on ordinary activities before taxation (excluding exceptional items) of £168.1 million and unaudited consolidated pro forma earnings per share (excluding exceptional items) of 46.1p per share. In the financial year ended 2 January 2000, Trinity Mirror generated audited consolidated turnover of £595.8 million, audited consolidated profit on ordinary activities before taxation (excluding exceptional items) of £115.3 million and audited consolidated earnings per share (excluding exceptional items) of 45.5p. As at 2 January 2000, Trinity Mirror had audited consolidated net assets of £1,283.7 million. For the 26 week period ended 2 July 2000, Trinity Mirror generated unaudited consolidated turnover of £559.9 million, unaudited consolidated profit on ordinary activities before taxation (excluding exceptional items) of £89.6 million and unaudited consolidated earnings per share (excluding exceptional items) of 22.0p. As at 2 July 2000, Trinity Mirror had unaudited consolidated net assets of £1,328.6 million. 8. Employees Trinity Mirror attaches great importance to the skills, technical ability and experience of the existing operational management and employees of Southnews. The board of Trinity Mirror has confirmed that the existing employment rights, including pension rights, of all employees of Southnews will be fully safeguarded. It has been agreed that the executive Directors of Southnews will, subject to the Offer becoming or being declared unconditional in all respects, resign as Directors of Southnews. However, the executive Directors of Southnews have agreed to continue as employees of the Trinity Mirror Group with reduced roles. 9. Loan Note Alternative Southnews Shareholders (other than certain overseas shareholders) who validly accept the Offer may elect to receive Loan Notes instead of some or all of the cash consideration to which they would otherwise be entitled under the Offer on the following basis: for every £1 of cash under the Offer £1 nominal of Loan Notes The issue of Loan Notes will be limited to a maximum aggregate nominal value of £56 million. If aggregate elections in respect of the Loan Note Alternative are greater than £56 million, they will be scaled down pro rata to the elections made. The Loan Notes will be issued, credited as fully paid, in amounts and multiples of £1 nominal and will constitute unsecured obligations of Trinity Mirror Regionals. The obligations of Trinity Mirror Regionals as issuer of the Loan Notes will, however, be guaranteed by Trinity Mirror. Entitlements to Loan Notes will be rounded down to the nearest pound and the balance of any consideration will be satisfied in cash. The Loan Notes will bear interest, payable half-yearly in arrears (less any tax) on 1 January and 1 July, at the rate per annum calculated to be half of one per cent. below LIBOR. The first interest payment date will be 1 July 2001 in respect of the period from (and including) the date of first issue of any Loan Note up to (but excluding) 1 July 2001. Holders of Loan Notes will have the right to redeem all or part (being £100 of nominal amount or any integral multiple thereof) of their Loan Notes for cash at par (plus accrued interest less any tax) on 1 January 2002 and at six monthly intervals on interest payment dates thereafter, by giving 30 days' prior notice to Trinity Mirror Regionals. Unless previously redeemed or purchased, the Loan Notes will be redeemed on 1 July 2005. The Loan Notes will be transferable in amounts and multiples of £100 nominal amount. No application has been, nor will be, made for the Loan Notes to be listed or dealt in on any stock exchange or other trading facility. If the number of valid elections for the Loan Note Alternative received by the date the Offer becomes or is declared wholly unconditional would not result in the issue of at least £1,000,000 nominal amount of Loan Notes, no Loan Notes will be issued unless Trinity Mirror Regionals determines otherwise. The Loan Note Alternative is conditional on the Offer becoming or being declared unconditional in all respects. Hoare Govett has estimated that, had they been in issue on 26 October 2000, the last business day prior to this announcement, based on market conditions at that date, the Loan Notes would have had a value of approximately 98p per £1 nominal amount. 10. General Trinity Mirror is interested in one Southnews Share. Save as disclosed herein, neither Trinity Mirror Regionals nor any Trinity Mirror Regionals Director nor, to the best of Trinity Mirror Regionals Directors' knowledge and belief, any person acting in concert with Trinity Mirror Regionals for the purposes of the Offer, owns or controls any Southnews Shares or holds any options to purchase any Southnews Shares or has entered into any derivative referenced to securities of Southnews which remains outstanding or has received any irrevocable commitment to accept the Offer. In the interest of secrecy, Trinity Mirror Regionals has not made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purposes of the Offer. Hoare Govett and ING Barings are brokers to the Offer. This announcement does not constitute an Offer or an invitation to purchase any securities. The documents relating to the Offer will be despatched as soon as practicable. The Directors of Southnews accept responsibility for the information contained in this document in relation to the Southnews Group and themselves. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors of Trinity Mirror and the Directors of Trinity Mirror Regionals accept responsibility for all other information contained in this document. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. Definitions used in this press announcement are set out in Appendix III. Enquiries: Trinity Mirror 020 7293 3000 Southnews 01932 566 311 Philip Graf Gareth Clark Margaret Ewing Greenhill & Co. 020 7440 0400 HSBC 020 7336 9000 Simon Borrows Nigel Medhurst Brian Cassin Mark Harrison Finsbury 020 7251 3801 Rupert Younger James Leviton The Offer (including the Loan Note Alternative) will not be made, directly or indirectly, in or into the United States, Canada, Japan or Australia. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent into or from the United States, Canada, Japan or Australia. The Loan Notes will not be listed on any stock exchange and have not been, and will not be, registered under the Securities Act or under any relevant securities laws of any State of the United States and the relevant clearances have not been, and will not be, obtained from the regulatory authority of any province or territory of Canada. In addition, no prospectus in relation to the Loan Notes has been, or will be, lodged with or registered by the Australian Securities and Investments Commission and no steps have been, nor will be, taken to enable the Loan Notes to be offered in compliance with the applicable securities laws of Japan or any other country or jurisdiction outside the United Kingdom. The Loan Notes will not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Japan or Australia or any other jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction. Greenhill & Co., which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Trinity Mirror and Trinity Mirror Regionals and for no one else in relation to the Offer and will not be responsible to anyone other than Trinity Mirror and Trinity Mirror Regionals for providing the protections afforded to customers of Greenhill & Co nor for providing advice in relation to the Offer. HSBC, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Southnews and for no one else in relation to the Offer and will not be responsible to anyone other than Southnews for providing the protections afforded to customers of HSBC nor for providing advice in relation to the Offer. MORE TO FOLLOW

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