Statement re Possible Offer

RNS Number : 2732F

National World PLC

03 November 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE UNITED KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

3 November 2022

Statement regarding possible offer for Reach plc by National World plc

The Board of National World plc ("National World" or the "Company") notes the recent press speculation regarding a potential transaction involving Reach plc ("Reach"). National World confirms that it is at the early stages of exploring a possible offer for the entire issued and to be issued share capital of Reach ("Possible Offer"). National World has not yet approached the Board of Directors of Reach with regard to the Possible Offer.

Important Takeover Code notes

As a consequence of this announcement, an "Offer Period" has commenced in respect of Reach in accordance with the rules of the Takeover Code. In accordance with Rule 2.6(a) of the Takeover Code, National World must, by not later than 5.00 p.m. (London time) on 2 December 2022, either announce a firm intention to make an offer for Reach in accordance with Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer for Reach, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies. This deadline will be extended only with the consent of Reach and the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Takeover Code.

This is an announcement falling under Rule 2.4 of the Code and National World would like to emphasise that this announcement does not amount to a firm offer under Rule 2.7 of the Code and there can be no certainty that any offer will be made, nor as to the terms on which any offer might be made.

A further announcement will be made as and when appropriate.

For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of National World is David Montgomery, Executive Chairman.

Enquiries

National World plc c/o Montfort Communications David Montgomery
Stanhope Capital LLP - Joint Financial Advisers Nigel Spray Pierre Mallevays Rakesh Sharma Emmanuel Daïen	[phone]
Alvarium MB (UK) Limited - Joint Financial Advisers Zeph Sequeira	[phone]
Cairn Financial Advisers LLP - Joint Financial Advisers James Lewis Liam Murray Ludovico Lazzaretti	[phone]
Montfort Communications - Financial PR & IR Nick Miles Olly Scott	[phone]

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to National World.

Important information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Stanhope Capital LLP ("Stanhope"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the UK, is acting as financial adviser exclusively for National World and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than National World for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Stanhope, 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 Stanhope in connection with this announcement, any statement contained herein or otherwise.

Alvarium MB (UK) Limited ("Alvarium"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser exclusively for National World and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than National World for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Alvarium, 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 Alvarium in connection with this announcement, any statement contained herein or otherwise.

Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser exclusively for National World and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than National World for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Cairn, 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 Cairn in connection with this announcement, any statement contained herein or otherwise.

About National World

National World plc is one of the largest national, regional and local multimedia organisations in the UK. National World provides news and information services to our communities through its portfolio of hundreds of publications and websites. Its titles span the UK, Scotland, North East, West Yorkshire, North West, South Yorkshire, South, Midlands and Northern Ireland, delivering trusted coverage of news, sport, events and information.

Rule 2.9 information

In accordance with Rule 2.9 of the Takeover Code, National World confirms that, as at close of business on 2 November 2022 (being the business day prior to the date of this announcement), its issued share capital consisted of 259,432,801 ordinary shares of nominal value 0.1 pence each in the capital of National World which carry voting rights of one vote per share and admitted to listing on the standard segment of the Official List and to trading on the main market for listed securities of London Stock Exchange plc, with International Securities Identification Number (ISIN) GB00BJN5J635.

Website publication

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on National World's website (www.nationalworldplc.com) by no later than noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part 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 p.m. (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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 p.m. (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 Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END

 

 

OFDQXLFBLFLLFBZ