Tender Offer

RNS Number:3727F
Independent News & Media PLC
18 November 2004






                      INDEPENDENT NEWS & MEDIA PLC ('INM')

              INM ANNOUNCES TENDER OFFER FOR THE EARLY REDEMPTION
                 OF THE STG#75.0 MILLION 9.25% GUARANTEED BONDS

Independent News & Media PLC (ticker: INWS.I; INWS.L) today announced a Tender
Offer, by its wholly owned subsidiary Independent Newspapers Finance PLC, for
the early redemption of the Stg#75.0 million 9.25% Guaranteed Bonds due 2005.
The Tender Offer is being made as part of INM's commitment to active management
of its balance sheet and to assist it in meeting its objective to reduce current
debt liabilities and net interest expense.

The notice issued today by Independent Newspapers Finance PLC is as follows:


                       INDEPENDENT NEWSPAPERS FINANCE PLC

    (incorporated as a public limited company in England and Wales under the
          Companies Act 1985 and 1989 with registered number 3064815)
                                        
                                        
                                18 November 2004
                                        
NOTICE OF TENDER OFFER AND CERTAIN PROPOSALS TO HOLDERS OF THE #75,000,000 9.25
                PER CENT. GUARANTEED BONDS DUE 2005 (THE "BONDS")
ISSUED BY INDEPENDENT NEWSPAPERS FINANCE PLC AND GUARANTEED BY INDEPENDENT NEWS
                                  & MEDIA PLC
                   (ISIN: XS0058248690; COMMON CODE: 5824869)
                                        
Independent Newspapers Finance PLC (the "Issuer") gives notice of a Tender Offer
to holders of the Bonds (the "Bondholders"). The terms of the Tender Offer are
set out in a Tender Offer Memorandum dated today, copies of which are available
from the Dealer Manager and the Tender Agent (contact details for each of the
Dealer Manager and the Tender Agent are set out below). As more particularly
described in the Tender Offer Memorandum and subject to the procedures described
therein, the Issuer is inviting Bondholders to tender Bonds for a cash payment
of 102.35 per cent. of the principal amount of Bonds validly tendered, which
amount (plus accrued and unpaid interest to but excluding the Settlement Date)
is expected to be paid on 15 December 2004.

In connection with the Tender Offer, the Issuer also gives notice today of a
meeting of Bondholders (the "Meeting") to consider a related proposal to amend
the terms of the Bonds to insert a right on the part of the Issuer to redeem any
remaining Bonds at 100 per cent. of their principal amount plus accrued and
unpaid interest to but excluding the date fixed for redemption. Details of the
Meeting are set out below.

The Tender Offer is being made as part of the Issuer's commitment to active
management of its balance sheet and to assist it in meeting its objective to
reduce current debt liabilities and net interest expense.

For further information on the terms of the Tender Offer and the Proposals,
Bondholders should contact the Dealer Manager or the Tender Agent.
This Tender Offer is not being made in the Republic of Italy or the United
States. Other restrictions also apply, notably in the United Kingdom, Belgium
and France, as set out in the Tender Offer Memorandum.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF
BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD
CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE
FINANCIAL SERVICES AND MARKET ACT 2000 IMMEDIATELY.

                                NOTICE OF MEETING
                                        
of the holders (the "Bondholders") of the outstanding #75,000,000 9.25 per cent.
Guaranteed Bonds due 2005 (the "Bonds") of the Issuer guaranteed by Independent
News & Media PLC, formerly Independent Newspapers PLC, (the "Guarantor")

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fourth Schedule
of the Trust Deed (as defined below) constituting the Bonds and made between the
Issuer, the Guarantor and the Trustee (as defined below) as trustee for the
Bondholders, a Meeting of the Bondholders convened by the Issuer will be held at
One Silk Street, London EC2Y 8HQ on 10 December 2004 at 9.00 a.m. (London time)
for the purpose of considering and, if thought fit, passing the following
resolution which will be proposed as an Extraordinary Resolution in accordance
with the provisions of the Trust Deed. Unless the context otherwise requires,
capitalised terms used in this notice shall bear the meanings given to them in
the Tender Offer Memorandum dated 18 November 2004 (the "Tender Offer
Memorandum") published by the Issuer and relating to the Bonds.


                            EXTRAORDINARY RESOLUTION
                                        
"THAT THIS MEETING (the "Meeting") of the holders (the "Bondholders") of the
outstanding #75,000,000 9.25 per cent. Guaranteed Bonds due 2005 (the "Bonds")
of Independent Newspapers Finance PLC (the "Issuer") constituted by a trust deed
dated 21 June 1995 (the "Trust Deed") between the Issuer, the Guarantor and
Bankers Trustee Company Limited (now called Deutsche Trustee Company Limited)
(the "Trustee") as trustee for the Bondholders HEREBY:

(1)     assents to the amendment to and modification of the Conditions (as
defined in the Trust Deed) of the Bonds by the insertion of the following as a
new Condition 7(e):

"(e) Redemption at the Option of the Issuer
The Issuer may at any time on or after 10 December 2004, on giving not more than
30 nor less than 4 days' irrevocable notice to the Bondholders (which notice
shall specify the date fixed for redemption) redeem all, but not some only, of
the Bonds at their principal amount together with interest accrued to but
excluding the date fixed for redemption."

(2)     authorises, directs, requests and empowers the Trustee (i) to concur in
and execute a supplemental trust deed (supplemental to the Trust Deed) to effect
the amendments and modifications referred to in paragraph (1) of this
Extraordinary Resolution, in the form or substantially in the form of the draft
produced to the Meeting and for the purpose of identification signed by the
chairman thereof, with such amendments (if any) thereto as the Trustee shall
require or agree to and concur in, and (ii) to execute and do all such other
deeds, instruments, acts and things as may be necessary or desirable or
expedient to carry out and give effect to this Extraordinary Resolution;

(3)     discharges and exonerates the Trustee from all liability for which it
may have become or may become responsible under the Trust Deed or the Bonds in
respect of any act or omission in connection with this Extraordinary Resolution
or its implementation, the amendments and modifications referred to in
paragraphs (1) and (2) of this Extraordinary Resolution or the implementation of
those amendments and modifications; and

(4)     sanctions and assents to every abrogation, amendment, modification,
variation, compromise or arrangement in respect of the rights of the Bondholders
and the holders of the interest coupons appertaining to the Bonds against the
Issuer or the Guarantor involved in or resulting from the amendments and
modifications referred to in paragraphs (1) and (2) of this Extraordinary
Resolution and the implementation of this Extraordinary Resolution."


Background

The above Meeting of Bondholders is being convened by the Issuer pursuant to,
and as part of, an offer by the Issuer to purchase for cash any and all of the
outstanding Bonds together with all unmatured coupons relating to the Bonds (the
"Tender Offer"). Details of the Tender Offer are contained in the Tender Offer
Memorandum, a copy of which is available for inspection as indicated below.

In accordance with normal practice, the Trustee expresses no opinion as to the
merits of the Tender Offer or the Proposals (as defined in the Tender Offer
Memorandum) as presented to the Bondholders in the Tender Offer Memorandum and
referred to above (which it was not involved in negotiating). It has, however,
authorised it to be stated that, on the basis of the information set out in the
Tender Offer Memorandum (which it recommends Bondholders to read carefully), and
in this Notice, it has no objection to the Extraordinary Resolution referred to
above being submitted to the Bondholders for their consideration. The Trustee
has, however, not been involved in formulating the Proposals and makes no
representation that all relevant information has been disclosed to Bondholders
in the Tender Offer Memorandum and this Notice. Accordingly, the Trustee urges
Bondholders who are in any doubt as to the impact of the implementation of the
Proposals to seek their own independent financial advice.

Documents Available for Display

Bondholders may, at any time during normal business hours on any weekday
(Saturdays, Sundays and bank and other UK public holidays excepted) prior to and
during the Meeting, inspect copies of the documents listed below relating to the
Bonds at the specified office of each of the Tender Agent and the Dealer Manager
and the registered office of the Issuer and at the Meeting itself (and for 15
minutes prior thereto). The specified office of each of the Tender Agent and the
Dealer Manager and the registered office of the Issuer are set out at the end of
this Notice.

Documents available for inspection:
* the Trust Deed dated 21 June 1995;
* the latest draft (subject to modification) of the Supplemental Trust Deed
  referred to in the Extraordinary Resolution set out above;
* a copy of the Tender Offer Memorandum dated 18 November 2004 relating to the
  Tender Offer (the "Tender Offer Memorandum"); and
* a copy of the Offering Circular dated 15 June 1995 relating to the Bonds.


Voting and Quorum

(1)     The relevant provisions governing the convening and holding of the
Meeting are set out in the Fourth Schedule to the Trust Deed, a copy of which is
available for inspection as referred to above. Words and expressions used in
this section have the meanings and construction ascribed to them in the Trust
Deed or the Tender Offer Memorandum, whichever is relevant.

(2)     Bondholders who have submitted valid Electronic Acceptance Instruction
(s) to the Clearing Systems pursuant to the Tender Offer Memorandum need take no
further action in relation to voting at the relevant Meeting in respect of the
Extraordinary Resolution. Each Electronic Acceptance Instruction contains an
irrevocable instruction to the Principal Paying Agent for the Bonds to appoint
the Tender Agent as proxy in relation to the relevant Meeting and instruct it to
vote in favour of the Extraordinary Resolution.

Paragraphs (3) to (7) below apply only to Bondholders who have not submitted
Electronic Acceptance Instruction(s) to the Clearing Systems.

(3)     Bonds in bearer form may, not less than 48 hours (as defined in the
Trust Deed) prior to the Meeting, be deposited with Paying Agents or (to their
satisfaction) held to that order or under their control for the purpose of
obtaining voting certificates or appointing proxies. A Bondholder wishing to
attend and vote at a Meeting in person must produce at the relevant Meeting
either his Bond(s), a valid voting certificate which it may obtain from a Paying
Agent (in the case of Bonds in bearer form) or a form of proxy (in the case of
Bonds in registered form).

(4)     A holder of a Bond in bearer form not wishing to attend and vote at the
relevant Meeting in person may either deliver his Bond(s) or voting certificate
(s) to the person whom he wishes to attend on his behalf or give a voting
instruction either on a voting instruction form (obtainable from the specified
offices of the Paying Agents set out below) or in accordance with the procedures
of the Clearing Systems, instructing a Paying Agent to appoint a proxy to attend
and vote at the relevant Meeting in accordance with his instructions. A holder
of Bonds in registered form may appoint proxies by executing and delivering a
form of proxy (as defined in the Trust Deed) in the English language to the
specified office of the Registrar or any Transfer Agent not less than 48 hours
(as defined in the Trust Deed) before the time fixed for the Meeting or, in the
case of corporations, may appoint representatives by resolution of their
directors or other governing body.

(5)     An Accountholder who wishes to obtain a voting certificate or procure a
Paying Agent to appoint a proxy to attend and vote at the Meeting (or, if
applicable, any adjourned such Meeting) on his behalf should (not less than 48
hours (as defined in the Trust Deed)) before the time appointed for the holding
of the Meeting (or, if applicable, any adjourned such Meeting) and within the
time limit specified by Euroclear or Clearstream, Luxembourg as the case may be)
request the relevant Clearing System to block the Bonds in his own account and
to hold the same to the order or under the control of the Principal Paying
Agent.

(6)     An Accountholder whose Bonds have been so blocked will thus be able to
obtain a voting certificate form, or procure that a voting instruction is given
either by deposit of a voting instruction form with or otherwise in accordance
with the procedures of Euroclear or Clearstream, Luxembourg to the relevant
Paying Agent.

(7)     Any Bond(s) so held and blocked for either of these purposes will be
released to the Accountholder by the relevant Clearing System on the earliest of
(i) the conclusion of the Meeting (or, if later, any adjourned such Meeting) and
(ii) (within the time limit specified by the relevant Clearing System) upon the
surrender to the relevant Paying Agent of the voting certificate(s) and
notification by the relevant Paying Agent to the relevant Clearing System of
such surrender or the compliance in such other manner with the rules of the
relevant Clearing System or (iii) upon such Bond(s) ceasing in accordance with
the procedures of the relevant Clearing System and with the agreement of such
Paying Agent to be held to its order or under its control; provided, however, in
the case of (iii) above, that if the Paying Agent has caused a block voting
instruction to be delivered to the Issuer in respect of such Bond(s), such Bond
(s) will not be released to the relevant Accountholder unless and until the
Paying Agent has notified the Issuer of any amendment to such block voting
instruction.

(8)     At the Meeting, the quorum will be one or more persons present holding
Bonds or voting certificates or being proxies or representatives and holding or
representing in the aggregate not less than two-thirds of the principal amount
of the Bonds for the time being outstanding. If, within 15 minutes (or such
longer period not exceeding 30 minutes as the Chairman may decide) after the
time appointed for the Meeting, a quorum is not present, the Meeting shall be
adjourned for such period, being not less than 13 clear days nor more than 42
clear days, and to such time and place as the Chairman appoints and is approved
by the Trustee. At any adjourned Meeting, the quorum shall be one or more
persons present holding Bonds or voting certificates or being proxies or
representatives and holding or representing in the aggregate not less than
one-third of the principal amount of the Bonds for the time being outstanding.

(9)     Every question submitted to each Meeting will be decided in the first
instance by a show of hands. A poll may be demanded by the Chairman, the Issuer,
the Guarantor, the Trustee or any person present holding a Bond or a voting
certificate or being a proxy or representative (whatever the principal amount of
the Bonds so held or represented by him). On a show of hands, every person who
is present in person and produces a Bond or voting certificate or is a proxy or
representative shall have one vote. On a poll, every person who is so present
shall have one vote in respect of each #1 or such other amount as the Trustee
may in its absolute discretion stipulate in principal amount of the Bonds so
produced or represented by the voting certificate so produced or in respect of
which he is a proxy or representative or in respect of which he is the holder.

(10) To be passed, the Extraordinary Resolution requires a majority in favour
consisting of not less than three-fourths of the persons voting thereat upon a
show of hands or, if a poll is duly demanded, by a majority consisting of not
less than three-fourths of the votes cast on such poll. If passed, the
Extraordinary Resolution will be binding on all the Bondholders whether or not
present at the Meeting and whether or not voting, and upon all holders of
interest coupons appertaining thereto, and the passing of any such resolution
shall be conclusive evidence that the circumstances justify the passing thereof.

(11) This notice is governed by, and shall be construed in accordance with,
English law.

(12) Holders of Bonds which are held by Clearstream, Luxembourg or Euroclear
should contact the following for further information:

Clearstream, Luxembourg: Corporate         Euroclear: Custody Operations
Action Department (Luxembourg)             Department (Brussels)
Telephone: [phone]                 Telephone [phone]
Telex: 2791                                Telex: 61025

(13) The Paying Agents with respect to the Bonds are as follows:
Principal Paying Agent                     Paying Agent
Deutsche Bank AG                           Deutsche Bank Luxembourg S.A.
Winchester House                           2 Boulevard Konrad Adenauer
1 Great Winchester Street                  L-1115 Luxembourg
London EC2N 2DB
United Kingdom



(14) The Tender Agent with respect to the Tender Offer is as follows:


Deutsche Bank AG

Winchester House                         Telephone: [phone]
1 Great Winchester Street                Fax: [phone]
London EC2N 2DB                          email: [e-mail]
United Kingdom

(15) The Dealer Manager with respect to the Tender Offer is as follows:


BNP Paribas

10 Harewood Avenue                     Telephone: [phone]
London NW1 6AA                         Fax: [phone]
United Kingdom                         email: [e-mail]

          This notice is given by: Independent Newspapers Finance PLC
               Independent House, 191 Marsh Wall, London E14 9RS
                                18 November 2004


ENDS                                                           18 November 2004


For reference:

Gavin K. O'Reilly, Chief Operating Officer                     +353.1.466.3200
Donal J. Buggy, Chief Financial Officer                        +353.1.466.3200

Pat Walsh - Murray Consultants (Dublin)     +353.1.498.0300 / +353.87.226.9345
Mark Edwards - Buchanan Communications(London)                +44.20.7466.5000




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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