Offer Update
Trinity Mirror PLC
28 November 2000
Not for release, publication or distribution in or into the
United States, Canada, Japan or Australia
Trinity Mirror plc
Recommended Cash Offer for Southnews plc
Offer unconditional as to acceptances
On 27 October 2000 the boards of Trinity Mirror and Southnews
announced that they had reached agreement on the terms of a
recommended cash offer, to be made by Greenhill & Co. on
behalf of Trinity Mirror Regionals, a wholly-owned subsidiary
of Trinity Mirror, for the whole of the issued and to be
issued share capital of Southnews not already held by Trinity
Mirror Regionals.
Acceptances of the Offer and purchases during the offer period
Trinity Mirror announces that, as at 3.00 pm on 27 November
2000, Trinity Mirror Regionals had received valid acceptances
under the Offer in respect of a total of 15,786,598 Southnews
Shares, representing approximately 67.9 per cent. of the
issued share capital of Southnews.
Included in the total above are acceptances, representing in
aggregate approximately 46.1 per cent. of the issued share
capital of Southnews, received from:
(i) Southnews Directors in accordance with the provisions of
the irrevocable undertakings to accept the Offer given by them
in respect of their and their immediate families' and family
trusts' holdings totalling 2,396,184 Southnews Shares,
representing in aggregate, approximately, 10.3 per cent. of
Southnews' issued share capital; and
(ii) certain shareholders of Southnews in accordance with the
provisions of the irrevocable undertakings to accept the Offer
given by them totalling 8,327,598 Southnews Shares,
representing in aggregate, approximately, 35.8 per cent. of
Southnews' issued share capital.
Since the commencement of the offer period on 27 October 2000,
Trinity Mirror Regionals has acquired 5,755,183 Southnews
Shares representing approximately, 24.8 per cent. of
Southnews' issued share capital. Of which, 1,735,913 were
acquired from certain shareholders of Southnews who had
irrevocably undertaken to accept the Offer.
As a result, Trinity Mirror Regionals has now acquired or has
acceptances in respect of a total of 21,541,781 Southnews
Shares representing in aggregate, approximately, 92.7 per
cent. of Southnews' issued share capital.
In addition, Trinity Mirror Regionals has now received valid
acceptances in respect of, or acquired, a total of 16,919,143
Southnews Shares, representing 90.9 per cent. of the
18,620,556 Southnews Shares to which the Offer relates.
Accordingly, the Offer has now become unconditional as to
acceptances. The Offer will remain open for acceptance until
further notice.
The Loan Note Alternative will remain open for acceptance
until 3.00 pm on 6 December 2000. Trinity Mirror Regionals
reserves the right to close the Loan Note Alternative after
such time and date without further notice.
The Offer remains conditional, inter alia, on receiving the
Secretary of State for Trade and Industry's consent.
Rights over Southnews Shares prior to the commencement of the
offer period
As at 26 October 2000 (the day prior to the commencement of
the offer period), Trinity Mirror (deemed to be acting in
concert with Trinity Mirror Regionals), was interested in one
Southnews Share representing approximately, 0.000004 per cent.
of the issued share capital of Southnews.
Save as disclosed above, neither Trinity Mirror Regionals nor,
as far as Trinity Mirror Regionals is aware, any person acting
or deemed to be acting in concert with Trinity Mirror
Regionals, owned or controlled any Southnews Shares (or rights
over such shares) immediately prior to 27 October 2000 or,
since that date, has acquired or agreed to acquire, any
Southnews Shares (or rights over such shares) and no
acceptances of the Offer have been received from such persons
acting or deemed to be acting in concert with Trinity Mirror
Regionals.
Definitions used in the offer document dated 1 November 2000
shall, unless the context otherwise requires, apply throughout
this announcement.
Enquiries:
Trinity Mirror 020 7293 3000
Philip Graf
Margaret Ewing
Greenhill & Co. 020 7440 0400
Simon Borrows
Brian Cassin
Finsbury 020 7251 3801
Rupert Younger
James Leviton
The Directors of Trinity Mirror and the Directors of Trinity
Mirror Regionals accept responsibility for the information
contained in this announcement. To the best of the knowledge
and belief of the Directors of Trinity Mirror and the
Directors of Trinity Mirror Regionals (who have taken all
reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Greenhill & Co., which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for
Trinity Mirror and Trinity Mirror Regionals and for no one
else in relation to the Offer and will not be responsible to
anyone other than Trinity Mirror and Trinity Mirror Regionals
for providing the protections afforded to customers of
Greenhill & Co., nor for providing advice in relation to the
Offer.
The Offer (including the Loan Note Alternative) is not being
made, directly or indirectly, in or into the United States,
Canada, Japan or Australia. Accordingly, copies of this
announcement are not being, and must not be, mailed or
otherwise distributed or sent into or from the United States,
Canada, Japan or Australia.
The Loan Notes will not be listed on any stock exchange and
have not been, and will not be, registered under the
Securities Act or under any relevant securities laws of any
state of the United States and the relevant clearances have
not been, and will not be, obtained from the regulatory
authority of any province or territory of Canada. In
addition, no prospectus in relation to the Loan Notes has
been, or will be, lodged with or registered by the Australian
Securities and Investments Commission and no steps have been,
nor will be, taken to enable the Loan Notes to be offered in
compliance with the applicable securities laws of Japan or any
other country or jurisdiction outside the United Kingdom. The
Loan Notes will not be offered, sold, resold, delivered or
distributed, directly or indirectly, in or into the United
States, Canada, Japan or Australia or any other jurisdiction
if to do so would constitute a violation of the relevant laws
in such jurisdiction.