Trinity Mirror PLC Results of Placing (6809D)

TIDMTNI

RNS Number : 6809D

Trinity Mirror PLC

28 October 2015

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

28 October 2015

Trinity Mirror plc

Results of Placing

Trinity Mirror plc ("Trinity Mirror" or the "Company") is pleased to announce the successful completion of the placing of ordinary shares announced earlier today (the "Placing").

A total of 22,398,041 new ordinary shares of ten pence each in Trinity Mirror (the "Placing Shares") have been placed by Numis Securities Limited ("Numis") and Barclays Bank PLC, acting through its investment bank ("Barclays" and, together with Numis, the "Bookrunners") at a price of 158 pence per Placing Share, with existing and new institutional investors, raising total gross proceeds of approximately GBP35.4 million for the Company. The Placing Shares being issued represent approximately 8.7 per cent of the issued ordinary share capital of Trinity Mirror prior to the Placing. Applications have been made to the Financial Conduct Authority ("FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 8.00 a.m. on 30 October 2015 and that dealings in the Placing Shares will commence at that time, at which time the Placing will become unconditional.

Aberforth Partners on behalf of its clients has participated as a placee in the Placing in respect of 4,400,000 new ordinary shares for a total consideration of GBP7.0 million. Aberforth Partners is a related party of the Company for the purposes of the Listing Rules by virtue of their clients holding in excess of 10 per cent. of the Company's issued share capital. The entry into the Placing of Aberforth Partners on behalf of its clients constitutes a smaller related party transaction for the purposes of 11.1.10R of the Listing Rules.

Following the Placing, the Company's issued share capital consists of 280,088,561 Ordinary Shares with a nominal value of 10 pence carrying one vote each. Therefore, the total voting rights in the Company are 280,088,561. The Company does not hold any Ordinary Shares in treasury.

Director participation

The participation of Directors of Trinity Mirror who have taken up Placing Shares at the Placing Price is as follows:

 
 Director             Interest          Aggregate          Number of            Interest   Resulting holding 
                   in Ordinary           value of           Ordinary         in Ordinary         of Ordinary 
                        Shares           Ordinary    Shares acquired    Shares following         Shares as % 
                                  Shares acquired                            the Placing         of enlarged 
                                            (GBP)                                               issued share 
                                                                                                     capital 
---------------  -------------  -----------------  -----------------  ------------------  ------------------ 
 David 
  Grigson              200,000             31,600             20,000             220,000                0.1% 
---------------  -------------  -----------------  -----------------  ------------------  ------------------ 
 Simon 
  Fox                   62,659             39,500             25,000              87,659               <0.1% 
---------------  -------------  -----------------  -----------------  ------------------  ------------------ 
 Vijay 
  Vaghela              502,873             39,500             25,000             527,873                0.2% 
---------------  -------------  -----------------  -----------------  ------------------  ------------------ 
 Jane Lighting          34,800                  0                  0              34,800               <0.1% 
---------------  -------------  -----------------  -----------------  ------------------  ------------------ 
 Lee Ginsberg                0             15,800             10,000              10,000               <0.1% 
---------------  -------------  -----------------  -----------------  ------------------  ------------------ 
 David 
  Kelly                      0             15,800             10,000              10,000               <0.1% 
---------------  -------------  -----------------  -----------------  ------------------  ------------------ 
 Helen 
  Stevenson             10,000             39,500             25,000              35,000               <0.1% 
---------------  -------------  -----------------  -----------------  ------------------  ------------------ 
 
 
Enquiries: 
 Trinity Mirror plc 
 
  Simon Fox, Chief Executive 
  Vijay Vaghela, Finance Director                                     020 7293 3553 
 Numis 
  Financial Adviser, Sponsor, Joint Bookrunner and Corporate Broker 
 
  Nick Westlake, Lorna Tilbian, Mark Lander, Michael Wharton          020 7260 1000 
 Barclays 
  Joint Bookrunner and Corporate Broker 
 
  Nicola Tennent, Stuart Jempson                                      020 3134 9801 
 
 
 

IMPORTANT NOTICES

This announcement has been issued by, and is the sole responsibility of, the Company.

This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with EU Directive 2003/71/EC and amendments thereto) to be published. Persons needing advice should consult an independent financial adviser.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement does not constitute an offer of securities for sale, or the solicitation or invitation of any offer to buy or subscribe for or underwrite or otherwise acquire securities in the United States or any other jurisdiction in which such offer or solicitation is unlawful. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or otherwise transferred in or into the United States except in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any US regulatory authority, nor have such authorities reviewed or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States. No public offering of securities by the Company is being, or will be, made within the United States.

This announcement contains (or may contain) statements that are, or may be deemed to be, "forward-looking statements". Forward-looking statements are based on current expectations and projections about future events and other matters that are not historical fact. These forward-looking statements are sometimes identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the words "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect", "may", "target", "project", "will", "could" or "should" or, in each case, their negative or other variations or words of similar meaning. These forward-looking statements include matters that are not historical facts and include statements that reflect the Directors' intentions, beliefs and current expectations. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond Trinity Mirror's control. They are not guarantees of future performance and are based on one or more assumptions.

Forward-looking statements contained in this announcement apply only as at the date of this announcement. Subject to any obligations under the Listing Rules and the Disclosure Rules and Transparency Rules or any other applicable law or regulation, Trinity Mirror undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

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