Independent News & Media PLC Scheme is Effective (3970H)

TIDMINM TIDMTTM

RNS Number : 3970H

Independent News & Media PLC

31 July 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

31 July 2019

RECOMMENDED CASH OFFER

for

INDEPENDENT NEWS & MEDIA PLC

by

MEDIAHUIS NV

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

(the "Scheme")

SCHEME is EFFECTIVE

The board of directors of Independent News & Media plc ("INM") announces that the Scheme became effective today, 31 July 2019.

Despatch of cheques and crediting of CREST accounts for Consideration due under the Scheme is expected to occur on 9 August 2019 and in any event by no later than 14 August 2019, in accordance with the terms of the Scheme.

Trading of INM shares on Euronext Dublin and the main market of the London Stock Exchange has been suspended from 7:30 a.m. today and cancellation of INM shares to trading on Euronext Dublin and the main market of the London Stock Exchange will take effect from 8:00 a.m. on 1 August 2019.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document published on 21 May 2019.

For further information please contact:

 
INM 
Mary Gallagher (Company Secretary)                             [phone] 
Lazard (Financial Adviser to INM) 
Nicholas Shott / Philippe Noël                            [phone] 
Davy (Corporate Broker to INM) 
Ivan Murphy / Barry Murphy                                      [phone] 
Wilson Hartnell (Public Relations Adviser to INM) 
Brian Bell                                                      [phone] 
Mediahuis 
An Steylemans (Head of Mediahuis Group Communication)           [phone] 
J.P. Morgan (Financial Adviser to Mediahuis) 
Dwayne Lysaght / Gian Piero Sammartano / David Connern          [phone] 
Drury Porter Novelli (Public Relations Adviser to Mediahuis)    [phone] 
                                                                [phone] 
Billy Murphy / Cathal Barry                                      [phone] 
 

Statements required by the Takeover Rules

The INM Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the INM Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Additional Information

J.P. Morgan Securities plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as financial adviser exclusively for Mediahuis and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Mediahuis for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Lazard & Co., Limited, which is authorised and regulated by the FCA, is acting as financial adviser to INM and no one else in connection with the Acquisition and will not be responsible to anyone other than INM for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the Acquisition or the other matters referred to herein. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for INM and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than INM for providing the protections afforded to clients of Davy, or for providing advice in connection with the matters referred to in this announcement.

Matheson are acting as legal advisers to INM and Arthur Cox are acting as legal advisers to Mediahuis.

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

This announcement has been prepared in compliance with the laws of Ireland and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Overseas Shareholders

The distribution, release or publication of this announcement in or into certain jurisdictions other than Ireland or the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of such jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Publication on website

A copy of this announcement will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on INM's website at www.inmplc.com by no later than 12.00 p.m. on the business day following this announcement. The contents of INM's website are not incorporated into, and do not form part of, this announcement.

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 [e-mail] or visit www.rns.com.

END

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(END) Dow Jones Newswires

July 31, 2019 07:06 ET (11:06 GMT)