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Johnston Press PLC (JPR)

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Thursday 11 October, 2018

Johnston Press PLC

Strategic review update - Formal sale process

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

 

11th 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 £220 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

 

 

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 £1.00 each and 349,600 13.75% 'A' preference shares of £1.00 each. The ISIN for the Ordinary Shares is GB00BRK8Y334.

Legal Entity Identifier: 213800JFIBCR4LGUA242


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