Placing Announcement
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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
Placing to raise approximately £35.4 million
Trinity Mirror plc ("Trinity Mirror" or the "Company" and, together with its subsidiaries, the "Group") today announces a placing of 22,398,041 new ordinary shares to raise approximately £35.4 million (before expenses) (the "Placing").
The Company has also announced today, in a separate announcement, that it has entered into a conditional agreement to acquire all of the shares in Local World Holdings Limited ("Local World" and, together with the Group, the "Enlarged Group") not already owned by the company (the "Acquisition"). Local World is of sufficient size relative to Trinity Mirror to constitute a Class 1 transaction under the Listing Rules of the Financial Conduct Authority and the Acquisition is therefore both subject to and conditional upon the approval of Trinity Mirror's shareholders. The Acquisition is also conditional upon completion of the Placing.
Transaction highlights
The Board believes that the Acquisition will:
· Transform Trinity Mirror into the UK's largest regional news publisher;
· Create a stronger and more resilient organisation enabling the Group to accelerate its strategic transformation;
· Further enhance Trinity Mirror's digital reach. The Enlarged Group's digital portfolio would comprise a network of publishing websites delivering 120 million monthly unique browsers and 790 million monthly page views; and
· Deliver cost synergies - c. £10 million to £12 million in the second full year of ownership.
The Board expects the Acquisition to be earnings-enhancing in the first full year following the Acquisition.
About Local World
Local World is one of the largest regional news publishers in the UK and was established at the end of 2012 through the acquisition of the regional publishing assets of Northcliffe Media Limited and Iliffe News & Media Limited.
Local World's print portfolio:
· Comprises 83 print publications: 16 daily print titles, 2 Metro franchises, 36 paid weekly titles and 29 free weekly titles;
· Has its main footprint in the South West and Wales, London and the South East, and the Midlands and the North; and
· Includes 7 of the top 20 regional paid daily titles (by circulation) in England and Wales
Local World's digital portfolio attracts a growing digital audience with 24 million monthly unique browsers and approximately 167 million monthly page views at June 2015.
Local World generated revenue and Adjusted Operating Profit* of £221 million and £39 million in 2014.
*Adjusted Operating Profit means operating profit excluding non-recurring items, restructuring charges in respect of cost reduction measures, pension administrative expenses and the amortisation of intangible assets.
Use of Proceeds
Under the Acquisition, the consideration for the Local World Shares to be acquired by Trinity Mirror will be payable as a combination of cash and Consideration Shares issued to the Sellers. Trinity Mirror will fund the total consideration for the Acquisition, including related transaction costs of the Company by:
· Utilising £67.3 million of existing cash resources;
· Entering into a new £80 million five-year amortising debt facility;
· Satisfying £5.3 million of the consideration through the issue of 3,371,010 new ordinary shares, representing 1.3 per cent. of Trinity Mirror's existing issued ordinary share capital; and
· Undertaking a placing of 22,398,041 new ordinary shares, representing 8.7 per cent. of Trinity Mirror's existing issued ordinary share capital to raise net proceeds of £34.8 million.
Following the Acquisition, Trinity Mirror will continue to benefit from strong cash generation providing financial flexibility for ongoing investment, potential return of capital to shareholders and continued support for Trinity Mirror's historic defined benefit pension scheme liabilities.
The Placing is not conditional upon completion of the Acquisition. Should the Acquisition not complete, the Board will consider the appropriate application of the net proceeds of the Placing, but it is anticipated that they may be used to support Trinity Mirror's strategic objectives, to reduce net debt or for general corporate purposes.
The Placing
The Placing will comprise an offering of 22,398,041 new ordinary shares (the "Placing Shares") at a price of 158 pence per ordinary share (the "Placing Price").
The Placing Price represents a discount of 1.6 per cent. to the closing price of 160.5 pence per existing ordinary share on 27 October 2015.
The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non pre-emptive basis to the Placees in consideration for Numis transferring its holdings of ordinary shares and redeemable preference shares in TM Finance (Jersey) Limited to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at the conclusion of the Placing, the Company will own the entire issued share capital of TM Finance (Jersey) Limited, whose only asset will be its cash reserves representing an amount approximately equal to the net proceeds of the Placing.
The Placing has been fully underwritten by Numis and Barclays, who are acting as joint bookrunners in connection with the Placing, subject to the conditions and termination rights set out in the placing agreement entered into between the Company, Numis and Barclays (the "Placing Agreement"). Further details of the Placing Agreement and the terms and conditions of the Placing are set out in Appendix I to this announcement.
Prospective investors should read Appendix II (which, along with Appendix I forms part of this announcement, such announcement and appendices, together being, the "Announcement") for a discussion of certain factors that should be considered in connection with an investment in the Placing Shares. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in this Announcement occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Placing Shares is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment.
The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of ten pence each in the capital of the Company, including the right to receive all dividends and other distribution declared, made or paid on or in respect of such ordinary shares after the date of issue, save that the Placing Shares will not rank for the 2015 interim dividend previously announced by the Company. The Company's total issued share capital following completion of the Placing will consist of 280,088,561 ordinary shares of ten pence each with one voting right per share.
Applications have been made to the Financial Conduct Authority for the Placing Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc for the Placing Shares to be admitted to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. on 30 October 2015 and that dealings in the Placing Shares will commence at that time. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the Placing Agreement not being terminated in accordance with its terms.
This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notices" section of this Announcement, to the detailed terms and conditions of the Placing set out in Appendix I, and to the risk factors set out in Appendix II. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained Appendix I.
Aberforth Partnerson behalf of its clients has agreed to participate as a placee in the Placing in respect of up to 4,400,000 new ordinary shares for a total consideration of £7.0 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 in respect of its placing commitment constitutes a smaller related party transaction for the purposes of 11.1.10R of the Listing Rules.
The Company has received notifications from several of the directors of their intention to subscribe for new ordinary shares up to the amounts set out below:
|
Director |
Interest in Ordinary Shares |
Aggregate value of Ordinary Shares to be acquired (£) |
Number of Ordinary Shares to be acquired |
Interest in Ordinary Shares following the Placing |
Resulting holding of Ordinary Shares as % of enlarged 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, Group Finance Director
|
020 7293 3553
|
|
Numis
Nick Westlake, Lorna Tilbian, Mark Lander, Michael Wharton
|
020 7260 1000 |
|
Barclays Joint Bookrunner and Corporate Broker
|
020 3134 9801 |
IMPORTANT NOTICES
This Announcement (including the Appendices) 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 the Prospectus Directive (as defined below)) 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 communication does not constitute an offer of securities to the public in the United States, the United Kingdom or in any other jurisdiction. There will be no public offer of securities in the United States, United Kingdom or in any other jurisdiction. This communication is directed only at persons: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(1)(e) of EU Directive 2003/71/EC and amendments thereto (the "Prospectus Directive") ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 ("FSMA") and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it to (all such persons together being referred to as "relevant persons"). Any investment activity in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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 appear in a number of places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of Trinity Mirror concerning, without limitation: current and future years' outlook; revenue and revenue trends; EBITDA; capital expenditure; shareholder returns including progressive dividends; net debt; credit ratings; Trinity Mirror's investment in print and digital media; enhancing Trinity Mirror's portfolio of print and digital businesses; the performance and growth of, and opportunities available in, regional print and digital media and Trinity Mirror's positioning to take advantage of those opportunities; expectations regarding competition, market shares, prices and growth; Trinity Mirror's possible or assumed future results of operations and/or those of its associates and joint ventures; investment plans; anticipated financial and other benefits and synergies resulting from the Acquisition, including revenue, operating cost and capital expenditure synergies; and Trinity Mirror's plans and objectives following the Acquisition.
Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Any forward-looking statements in this Announcement reflect Trinity Mirror's view with respect to future events as at the date of this Announcement and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the conditions to the Acquisition being satisfied, increased leverage as a result of the Acquisition, Trinity Mirror's ability to integrate the businesses and retention of key personnel, the successful realisation of the anticipated synergies and strategic benefits and an adequate return on its investment from the Acquisition, consumer behaviour, maintenance of Local World's performance and momentum in its business throughout integration and Trinity Mirror's operations, result of operations, financial condition, growth, strategy, the industry in which Trinity Mirror operates, and the other risk factors highlighted in this Announcement. No assurances can be given that the forward-looking statements in this Announcement will be realised. Trinity Mirror's actual performance, results of operations, internal rate of return, financial condition, distributions to shareholders, the development of its financing strategies and the results or eventual success of the Acquisition may differ materially from the impression created by the forward-looking statements contained in this Announcement. In addition, even if Trinity Mirror's actual performance, results of operations, financial condition, distributions to Shareholders and results of the Acquisition are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods.
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.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sole sponsor, financial adviser and joint bookrunner to the Company and no one else in connection with the Acquisition and the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the Placing and/or any other transaction or arrangement referred to or contained in this Announcement.
Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as joint bookrunner for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing advice in relation to the Placing or any other transaction or arrangement referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis or Barclays by FSMA or the regulatory regime established thereunder, or any other applicable regulatory regime, neither Numis nor Barclays nor any of their respective affiliates accept any responsibility or liability whatsoever for, and make no representation or warranty, express or implied in relation to, the contents of this Announcement, including its accuracy, fairness, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing, the Acquisition, the Ordinary Shares, the Placing Shares or the Consideration Shares. Each of Numis, Barclays and their respective affiliates accordingly disclaims any and all responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), in respect of this Announcement or any such statement or otherwise.
Any indication in this Announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of shares and any income expected from them may go down as well as up, and upon disposal of the shares investors may not get back the full amount invested. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX I: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OR ACQUISITION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
Persons who are invited to and who choose to participate in the placing of 22,398,041 new ordinary shares (the "Placing") in the capital of Trinity Mirror plc (the "Company") of nominal value of 10 pence each (the "Placing Shares"), by making an oral or written offer to take up Placing Shares, including any individuals, funds or others on whose behalf a commitment to take up Placing Shares is given ("Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will take up, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
2. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares taken up by it in the Placing will not be taken up on a non-discretionary basis on behalf of, nor will they be taken up with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors (as defined above), or in circumstances in which the prior consent of Numis Securities Limited ("Numis") and Barclays Bank PLC ("Barclays") has been given to each such proposed offer or resale.
Neither Numis nor Barclays makes any representation to any Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
Numis and Barclays (together, the "Joint Bookrunners") and the Company have today entered into a placing agreement (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, each of the Joint Bookrunners has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price (as defined below), failing which to itself take up the Placing Shares at the Placing Price.
Pursuant to the Placing Agreement, each Joint Bookrunner has agreed to underwrite the settlement risk in the event that any Placees procured by it fail to take up their allocation of the Placing Shares.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 10 pence each in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of Admission (as defined below), save in respect of the interim dividend of 2 pence per Ordinary Share for the 52 weeks ending 29 December 2015 to be paid on 30 November 2015.
The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Placees in consideration for Numis transferring to the Company its holdings of redeemable preference shares and ordinary shares in a Jersey-incorporated special purpose vehicle. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at the conclusion of the Placing, the Company will own all of the issued ordinary shares and redeemable preference shares of the Jersey-incorporated special purpose vehicle, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.
The Company intends to use the net proceeds of the Placing to part fund the consideration payable in connection with its proposed acquisition of the shares in Local World Holdings Limited not already owned by it (the "Acquisition").
Applications for listing and admission to trading
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.
The Placing Price
A single price of 158 pence per Placing Share (the "Placing Price") will be payable by all Placees, representing a 1.6 per cent. discount to the closing price of 160.5 pence per Ordinary Shares on 27 October (the last business day before the announcement of the Placing). The Placing Price and the number of Placing Shares to be issued in the Placing have been agreed by the Company and the Joint Bookrunners, including the level of discount which was determined as a result of the pre-marketing exercise with prospective investors. The Placing Shares will represent approximately 8.0 per cent. of the Company's issued ordinary share capital following Admission.
No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing
1. Each of Numis and Barclays is acting as a bookrunner and agent of the Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their respective affiliates are entitled to participate in the Placing as principal.
3. An offer to take up Placing Shares which has been communicated by a prospective Placee to the Joint Bookrunners which has not been withdrawn or revoked prior to publication of this Announcement will not be capable of variation or revocation following the publication of this Announcement.
4. Each prospective Placee's allocation will be agreed between the Joint Bookrunners (in consultation with the Company) and will be confirmed orally or in writing by any of the Joint Bookrunners (as agent for the Company) following publication of this Announcement and a trade confirmation will be despatched thereafter. This oral or written confirmation to such prospective Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company to take up the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
5. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to take up and the Company has agreed to allot.
6. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Joint Bookrunners as soon as practicable following the relevant Joint Bookrunner's oral or written confirmation of the relevant Placee's allocation. The terms of this Appendix will be deemed incorporated therein.
7. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed following publication of this Announcement, settlement for all Placing Shares to be taken up pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
8. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
9. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of variation, rescission or termination by the Placee.
10. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
(a) the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and Admission by reference to the facts and circumstances then subsisting;
(b) the Company complying in all respects which in the good faith opinion of the Joint Bookrunners are material in the context of the Placing with its obligations under the Placing Agreement to the extent the same fall to be performed prior to Admission;
(c) the Company allotting, subject only to Admission, the Placing Shares to the Placees in accordance with the Placing Agreement; and
(d) Admission taking place by not later than 8.00 a.m. (London time) on 30 October 2015 (the "Closing Date").
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Joint Bookrunners) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
Lock-up
The Company has undertaken that it will not, and will procure that none of its subsidiaries will (save as required by law or the rules or standards of the London Stock Exchange or the Listing Rules), at any time between the date of the Placing Agreement and the date which is 180 calendar days from the date of Admission without the prior written consent of both Numis (in its capacity as both sponsor and Joint Bookrunner) and Barclays (in its capacity as Joint Bookrunner) (i) issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not prevent or restrict the grant of options or share awards under, or the allotment and issue of shares pursuant to options or share awards under, any existing employee share schemes of the Company (in accordance with its normal practice).
Right to terminate under the Placing Agreement
At any time before Admission, either Joint Bookrunner may, in its absolute discretion (acting on behalf of itself and the other Joint Bookrunner), by notice in writing given to the Company terminate the Placing Agreement on behalf of all parties if, inter alia, (i) any of the Company's warranties or representations contained in the Placing Agreement when given or repeated are not true and accurate or have become misleading by reference to the facts and circumstances at such times; or (ii) the Company fails to comply with any of its obligations under the Placing Agreement or otherwise under the terms of the Placing; or (iii) in the opinion of either Joint Bookrunner there has been any change or development (whether or not foreseeable at the date of the Placing Agreement) that would or would be reasonably likely to cause a change in or affecting the condition (financial, operational or otherwise) solvency, liquidity position or in the earnings, business affairs or business prospects of the Company or the Company together with its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, the effect of which, in any case, would be material and adverse; or (iv) the occurrence of a market disruption event as specified in the Placing Agreement which, in the good faith opinion of either Joint Bookrunner, makes it impracticable or inadvisable to proceed with the Placing in the manner contemplated in this Announcement or may adversely impact dealings in the Placing Shares following Admission or is likely to materially and adversely affect the price at which the Company's ordinary shares are traded on the London Stock Exchange.
Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within their absolute discretion and that they do not need to make any reference to Placees and that the Joint Bookrunners shall not have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or either of the Joint Bookrunners or any other person and none of the Company, either of the Joint Bookrunners or any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Joint Bookrunners.
The Company will deliver the Placing Shares to a CREST account operated by Numis as the Company's agent and Numis will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 30 October 2015 on a T+2 delivery basis in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties thereon) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees shall not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Joint Bookrunners (in its capacity as a bookrunner and agent of the Company, in each case as a fundamental term of its application for Placing Shares), the following:
(a) it has read and understood this Announcement, including this Appendix, in its entirety and that its take up of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
(b) that no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;
(c) that the Ordinary Shares are listed on the premium listing segment of the Official List of the UK Listing Authority and admitted to trading on the main market of the London Stock Exchange, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;
(d) that the Placing is not conditional on completion of the Acquisition and although it is proposed to use the net proceeds of the Placing to part fund the Acquisition, that the Acquisition is dependent upon certain conditions being satisfied and that, accordingly, none of the Company or either of the Joint Bookrunners warrant or represent that the Acquisition will take place;
(e) that none of the Company, the Joint Bookrunners, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and none of them will provide, it with any material regarding the Placing Shares or the Company or any other person other than this Announcement, nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
(f) unless otherwise specifically agreed with the Joint Bookrunners, that it is not, and at the time the Placing Shares are taken up by it, neither it nor the beneficial owner of the Placing Shares will be, within or a resident of Australia, Canada, Japan, South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to take up the Placing Shares and further acknowledges that the Placing Shares have not been and will not be registered under the securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions, and that it will not offer or sell any Placing Shares into any of those jurisdictions;
(g) that it either:
(i) (A) is not within the United States and will not be within the United States at the time that any buy order for Placing Shares is originated by it; (B) is acquiring the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; and (C) is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" (within the meaning of Regulation S under the Securities Act); or
(ii) (A) is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act; (B) has signed and returned to the Joint Bookrunners or their respective affiliates a US investor letter in the form provided to it; and (C) is not acquiring any of the Placing Shares as a result of any form of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) under the Securities Act);
(h) that the Placing Shares have not been and will not be registered under the Securities Act and that the Placing Shares are being offered and sold only (i) to persons reasonably believed to be QIBs in transactions exempt from the registration requirements of the Securities Act; or (ii) in an "offshore transaction" within the meaning of and in reliance on Regulation S under the Securities Act, and that no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
(i) that the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any information required to be published by the Company pursuant to applicable laws (the "Exchange Information") and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to take up the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a RIS, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by either of the Joint Bookrunners or the Company and neither of the Joint Bookrunners nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. None of the Company, the Joint Bookrunners or any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
(j) that it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA and in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013 of Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
(k) that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
(l) if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares taken up by it in the Placing will not be taken up on a non-discretionary basis on behalf of, nor will they be taken up with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;
(m) that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Directive;
(n) that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
(o) that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
(p) if in a member state of the EEA, unless otherwise specifically agreed with the Joint Bookrunners in writing, that it is a Qualified Investor;
(q) if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who is a high net worth entity falling within Article 49 of the Order; or (iii) to whom this Announcement may otherwise lawfully be communicated;
(r) that no action has been or will be taken by either the Company or any of the Joint Bookrunners or any person acting on behalf of the Company or any of the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
(s) that it and any person acting on its behalf is entitled to take up the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in any of the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
(t) that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
(u) that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as the Joint Bookrunners may in their absolute discretion determine and without liability to such Placee;
(v) that its commitment to take up Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing, and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;
(w) that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to take up, and that the Joint Bookrunners or the Company may call upon it to take up a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
(x) that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Company or any of the Joint Bookrunners will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and each Joint Bookrunner in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
(y) that none of the Joint Bookrunners, any of their respective affiliates or any person acting on behalf of any of them, is making any recommendations to it or, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any Joint Bookrunner and that no Joint Bookrunner has any duties or responsibilities to it for providing the protections afforded to such Joint Bookrunner's respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
(z) that in making any decision to take up the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of any of the Joint Bookrunners;
(aa) that in connection with the Placing, a Joint Bookrunner and any of its affiliates acting as an investor for its own account may take up Placing Shares in the Company and in that capacity may take up, retain, purchase or sell for its own account such Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. None of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
(bb) that its commitment to take up Placing Shares on the terms set out in this Announcement will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;
(cc) that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or any of the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
(dd) that the Company, each of the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and each of the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
(ee) that none of the Company or either of the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
(ff) that it will indemnify on an after-tax basis and hold the Company, each of the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) including any VAT thereon arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
(gg) that it has neither received nor relied on any inside information concerning the Company in accepting the invitation to participate in the Placing; and
(hh) if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations.
The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Joint Bookrunners and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being taken up in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company or any of the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and each of the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
None of the Company or either of the Joint Bookrunners are liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Joint Bookrunners accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each Joint Bookrunner and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Bookrunners or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with any Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Joint Bookrunner's money in accordance with the client money rules and will be used by that Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of that Joint Bookrunner.
All times and dates in this Announcement may be subject to amendment by the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
APPENDIX 2: RISK FACTORS
RISKS RELATING TO THE ACQUISITION
Trinity Mirror may sustain losses in excess of the limitations on the Sellers' liability under the Share Purchase Agreement and/or the Sellers may not be in a financial position to satisfy any claims
Under the terms of the Share Purchase Agreement, the Sellers have given certain representations, warranties, indemnities and covenants in favour of Trinity Mirror. In addition, Trinity Mirror has taken out W&I Insurance to provide (subject to customary exceptions) financial recourse in respect of certain of the representations, warranties, indemnities and covenants of the Sellers in the Share Purchase Agreement in the event that the financial limitations of the Sellers in the Share Purchase Agreement are exceeded. The liabilities of the Sellers under the Share Purchase Agreement and of the insurers under the W&I Insurance policy are both subject to limitations and in any event limited in amount and Trinity Mirror may therefore sustain losses in excess of any such limitations. The Sellers' liability is subject to a de minimis of £100,000 per relevant claim (being, for the purposes of the de minimis and basket, a breach of the Share Purchase Agreement other than a tax covenant claim, a tax claim or a claim under the locked box or expenses indemnities) and a threshold of £1,250,000, above which threshold the Sellers are liable for the whole amount of the claim and not only the excess. The Sellers' liability under both relevant claims and tax covenant claims is capped at the £10 million retention sum. Each Seller is only liable pro rata to its respective proportion of the consideration. The Sellers' liability is also limited in time; claims must be brought within two years of Completion with the exception of tax claims, which must be brought within 4 years from the end of the accounting period in which Completion occurs.
The Acquisition is conditional and the conditions may not be satisfied
Completion is conditional upon satisfaction of various Conditions, including the passing of the Acquisition Resolution and Admission of the Consideration Shares, prior to the Long Stop Date (or such later date as the parties may agree).
In the event that the General Meeting resolves not to approve the Acquisition Resolution or the Conditions are not satisfied by the Long Stop Date (or such later date as the parties may agree), the Share Purchase Agreement will automatically terminate.
If the Conditions are not satisfied Trinity Mirror would nonetheless be required to pay significant fees and other costs incurred in connection with the Acquisition (including financing, financial advisory, legal and accounting fees and expenses).
If the Acquisition Resolution is approved at the General Meeting and each of the other Conditions is satisfied prior to the Long Stop Date (or such later date as the parties may agree), Trinity Mirror will be contractually obliged to proceed to Completion unless the Share Purchase Agreement is otherwise terminated in accordance with its terms.
There can be no assurance that the Conditions will be fulfilled or that the Acquisition will be completed.
Local World may not perform in line with expectations
If the financial results and cash flows generated by Local World and its future prospects are not in line with Trinity Mirror's expectations, a write-down may be required against the carrying value of Trinity Mirror's investment in Local World and/or accounting goodwill and other intangible assets generated upon acquisition. Such a write-down may affect Trinity Mirror's (and, following completion of the Acquisition, the Enlarged Group's) business and may also reduce Trinity Mirror's ability to generate distributable reserves by the extent of the write-down and consequently affect its ability to pay dividends.
The Enlarged Group may experience difficulties in integrating Local World with the existing businesses carried on by Trinity Mirror and the Enlarged Group may not realise, or it might take the Enlarged Group longer than expected to realise, certain or all of the anticipated benefits of the Acquisition
Trinity Mirror and Local World currently operate and, until Completion, will continue to operate as two separate and independent businesses. The Acquisition will require the integration of Local World with the existing businesses carried on by Trinity Mirror and the success of the Enlarged Group will depend, in part, on the effectiveness of the integration process and the ability of the Enlarged Group to realise the anticipated benefits and synergies from combining the respective businesses.
The integration of Local World may involve particular challenges, some of which may not be known until after Completion. The process of integrating Local World with the existing businesses carried on by Trinity Mirror could potentially lead to operational interruption or a loss of key personnel, either or both of which could have an adverse effect on the business, financial condition and results of operations of the Enlarged Group. Any delays or difficulties encountered in connection with the integration of Trinity Mirror's and Local World's businesses could also lead to reputational damage to the Enlarged Group. Trinity Mirror's and Local World's management teams will be required to devote significant attention and resources to integrating their respective business practices and operations. There is a risk that the challenges associated with managing the integration of Trinity Mirror's and Local World's respective businesses will result in management distraction and that, consequently, the underlying businesses will not perform in line with expectations.
Trinity Mirror and Local World expect to incur a number of costs in relation to the Acquisition, including integration and post-Completion costs, which could exceed amounts estimated. There may also be further additional and unforeseen expenses incurred in connection with the Acquisition. These costs could have an adverse effect on the operating results, business, financial condition and prospects of the Enlarged Group.
Trinity Mirror can offer no assurance that the Enlarged Group will realise the potential benefits of the Acquisition, including synergies, to the extent and within the timeframe contemplated or at all. If Trinity Mirror is unable to successfully integrate the Acquired Business, this could have a negative impact on the business, results of operations, financial condition and/or prospects of the Enlarged Group.
The Enlarged Group may not realise the desired synergy benefits from the Acquisition
Trinity Mirror is targeting synergies from the Acquisition, and the financial planning for the Enlarged Group is based in part on realising these synergies, which include expected cost savings of, in aggregate, £12 million per annum before tax (assuming the Proposed On-Sale does not complete, or £10 million per annum if it does), to be realised from the second full year following Completion.
Realisation of these synergies will depend partly on the rapid and efficient management and co-ordination of the activities of the Enlarged Group's businesses. There is a risk that synergy benefits from the Acquisition may fail to materialise, or they may be materially lower than has been estimated. In addition, the cost of achieving these synergies may exceed the £11 million expectation. Such eventualities could have an adverse effect on the operating results, business, financial condition and prospects of the Enlarged Group.
Prior to Completion, Local World, and following Completion, the Enlarged Group, may fail to retain key personnel and other employees
The calibre and performance of management personnel and other employees, taken together, is important to the success of both Local World, prior to Completion, and to the Enlarged Group, following Completion, and, while plans are, or will be, put in place for the retention of management personnel and other key employees following Completion, there can be no assurance that, prior to Completion, Local World will not lose key personnel (or a significant number of personnel) or that the Acquisition will not result in the departure of management personnel and/or employees from the Enlarged Group. The departure of key or of a significant number of management personnel or employees could adversely affect Trinity Mirror's abilities to realise the benefits and synergies of the Acquisition. Such departures could also adversely affect both the Enlarged Group's ability to conduct its businesses (through an inability to execute business operations and strategies effectively) and the value of those businesses, which could have an adverse effect on the operating results, business, financial condition and prospects of the Enlarged Group.
Prior to Completion, Local World, and following Completion, the Enlarged Group, may not be able to protect intellectual property rights upon which their businesses rely and, if they lose intellectual property protection, their assets may lose value and their business may be adversely affected
A significant proportion of the value of Local World relates to its intellectual property rights, in particular its valuable brands and proprietary trademarks, content, services and internally-developed technology. The business of Local World depends (and, following Completion, the Enlarged Group will depend) on this intellectual property. The Directors believe that, following Completion, the ability of the Enlarged Group to protect its intellectual property rights would be important to the continued success and competitive position of the Enlarged Group.
The Enlarged Group may not be able to protect intellectual property rights upon which its business relies and, if it loses intellectual property protection, its assets may lose value and its business may be adversely affected. Unauthorised parties may attempt to copy or otherwise obtain the content, services, technology and other intellectual property of Local World (or, following Completion, the Enlarged Group), and it cannot be certain that the steps that have been taken to protect such proprietary rights will prevent any misappropriation or confusion among consumers and merchants, or unauthorised use of such rights. Advancements in technology have exacerbated the risk by making it easier to duplicate and disseminate content.
If Local World (or, following Completion, the Enlarged Group) has to litigate (in the United Kingdom or elsewhere) to enforce its intellectual property rights or determine the validity and scope of the proprietary rights of others, such litigation may be costly and divert the attention of the management of Local World (or, following Completion, the Enlarged Group).
If Local World (or, following Completion, the Enlarged Group) is unable to procure, protect and enforce its intellectual property rights, it may not realise the full value of these assets, and its business may be adversely affected. These occurrences could have a material adverse effect on the business, financial condition, operational results and/or prospects of Local World (or, following Completion, the Enlarged Group).
Third parties may terminate or alter existing contracts with Local World as a result of the Acquisition
Certain of the contracts which Local World has entered into contain "change of control" or similar clauses that allow the counterparty to terminate or change the terms of their contract upon Completion, or may otherwise allow the counterparty to exert leverage to renegotiate the terms of the existing contract upon Completion. Trinity Mirror and Local World will seek to obtain consents from certain of these counterparties to the continuance of the contract after the change of control, and may renegotiate terms with others. There can be no assurance that the Enlarged Group will be able to contract on the same terms as Local World does prior to Completion. If third party consents cannot be obtained, or terms that are renegotiated are unfavourable when compared with the current contracts, there may be an adverse effect on the operating results, business, financial condition and prospects of the Enlarged Group.
Following Completion Trinity Mirror may not be able to achieve optimal value in respect of the Proposed On-Sale
In connection with the Acquisition, Trinity Mirror has signed heads of terms with Edward Richard Iliffe ("ERI") in relation to the Proposed On-Sale. As with any disposal, there is a risk that Trinity Mirror may not be able to achieve optimal value for the Proposed On-Sale for reasons including, for example, the unsuccessful separation of the assets and businesses to be sold and the management of any related costs and/or the failure to realise the anticipated benefits of any such disposal.
The Enlarged Group may face increased costs when it seeks to refinance its debt as a result of its increased level of debt following the Acquisition
The Acquisition will be funded in part by the New Debt Facility. The costs and terms on which the Enlarged Group is able to refinance the New Debt Facility and other longer-term indebtedness will depend in part on market conditions. Unfavourable market conditions may arise which could impact the cost at, and terms on which, the Enlarged Group is able to access capital markets to refinance its indebtedness which may among other things increase its cost of capital.
RISKS RELATING TO TRINITY MIRROR, LOCAL WORLD AND THE ENLARGED GROUP FOLLOWING THE ACQUISITION
The increasing popularity of digital media may result in decreased print advertising and newspaper sales revenues which may affect the larger regional business of the Enlarged Group
The Acquisition will significantly increase the scale of Trinity Mirror Group's regional newspapers business. Revenue in the regional newspaper industry is (and therefore Trinity Mirror's and Local World's regional business operations are and, following Completion, the Enlarged Group's regional business operations will be) dependent upon advertising and, to a lesser extent, newspaper sales revenue. Competition for advertising and newspaper sales revenue comes from national, local and regional free and paid-for newspapers, radio, broadcast and cable television, direct mail, classified directories, internet and other communications and advertising media that operate in the same markets as Trinity Mirror and Local World (and, following Completion, the Enlarged Group). Websites and applications for mobile devices distributing news and other content continue to gain popularity, with relatively low barriers to entry for certain web-based businesses bringing new entrants to the markets of Trinity Mirror and Local World (and, following Completion, the Enlarged Group). As a result, audience attention and advertising spending is now spread across a more fragmented media landscape. The fragmentation of media has intensified competition for advertising and has contributed, and may continue to contribute, to a decline in print advertising and newspaper sales revenue for Trinity Mirror and Local World (and, following Completion, the Enlarged Group). Should significant numbers of customers choose to receive content using these alternative delivery sources (rather than the newspapers of Trinity Mirror or Local World (or, following Completion, the Enlarged Group)), and if Trinity Mirror or Local World (or, following Completion, the Enlarged Group) is not successfully able to migrate customers onto its digital distribution channels (and/or is not able to generate equivalent revenue through such channels), the Enlarged Group may suffer decreases in advertising revenue or face a long-term decline in circulation, which is likely to have a material adverse effect on its business, operational results, financial condition and/or prospects. The increased scale of the Trinity Mirror Group's regional businesses may lead to increased exposure to declines in print advertising revenue and newspaper sales revenue.
Pension deficits may grow at such a rate so that annual cash funding consumes a disproportionate level of operating cash flow
Trinity Mirror operates a number of occupational pension schemes. Trinity Mirror pays contributions to its defined benefit pension schemes to make good the past service deficits on terms agreed with the trustees of those schemes. The accounting pension deficit fell during the first half of 2015 by £10.4 million from £301.2 million (£241.0 million net of deferred tax) to £290.8 million (£232.6 million net of deferred tax) reflecting the impact of an increase in assets of £6.0 million and a fall in liabilities of £4.4 million. The change in the accounting deficit does not impact Trinity Mirror's current funding commitments.
During 2013 the funding valuations of all schemes were aligned to 31 December 2013 and valuations were completed in December 2014. The revised recovery plan agreed with the pension scheme trustees in these valuations was annual payments of £36.2 million per annum for 2015, 2016 and 2017. In addition, Trinity Mirror has agreed that in respect of dividend payments additional contributions would be paid at 50 per cent. of the excess if dividends in 2015 were above five pence per share. For 2016 and 2017 the threshold increases in line with increases in dividends capped at 10 per cent. per annum. Trinity Mirror pre-paid £16.5 million of the 2015 contributions and £0.5 million of the 2016 contributions in December 2014. Therefore, deficit funding payments in 2015 will be £19.7 million, payments in 2016 will be £35.7 million and payments in 2017 will be £36.2 million.
The funding position of defined benefit pension schemes on both the IAS19 and other bases can fluctuate depending on market conditions and actuarial assumptions (including long-term discount rates and mortality assumptions). These fluctuations can impact on the contributions payable by Trinity Mirror (and, following Completion, the Enlarged Group) to the schemes and pension deficits may grow at such a rate so that annual cash funding consumes a disproportionate level of operating cash flow of Trinity Mirror (and, following Completion, the Enlarged Group).
Trinity Mirror continues (and, following Completion, the Enlarged Group will continue) to monitor its pension exposures through regular reviews with trustees. However, certain material factors are outside the control of Trinity Mirror (and will, following Completion, be outside the control of the Enlarged Group): interest rates, inflation rates, mortality and regulatory change. Any adverse impact from these factors, together with the slowdown in the global economy and its impact on Trinity Mirror's (or, following Completion, the Enlarged Group's) business and investment returns, could have material implications for future pension scheme funding and could adversely impact Trinity Mirror (or, following Completion, the Enlarged Group) and its ability to fund past service provision. This may result in an adverse impact on the business, operational results, financial condition and/or prospects of Trinity Mirror (or, following Completion, the Enlarged Group).
Trinity Mirror is subject to legal claims for misuse of private information and, following Completion, the Enlarged Group may be subject to further legal claims that if determined adversely could negatively affect its reputation, business, operational results, financial condition and/or prospects
Trinity Mirror and Local World (and, following Completion, the Enlarged Group) may be subject to legal claims, including actual or alleged libel, misuse of private information, infringement of copyright and breach of the Data Protection Act, that arise in the course of the business of Trinity Mirror or Local World (or, following Completion, the Enlarged Group) in connection with the content of their publications, websites and advertisements. The damages that may be claimed in future legal proceedings could be substantial, including in certain cases claims for aggravated and/or exemplary damages as well as injunctions. In addition, Trinity Mirror and Local World (and, following Completion, the Enlarged Group) may incur significant costs in defending future legal actions brought against them which may not be fully recoverable, irrespective of whether it is successful in defending any claims, and it may be subject to adverse publicity or reputational harm as a result of such claims or actions. Furthermore, conditional fee arrangements, and the fact that claimants are not themselves responsible for paying costs in relation to such arrangements, may encourage the pursuit of legal action and may lead to an increase in the number of claims made against Trinity Mirror or Local World (or, following Completion, the Enlarged Group).
In addition, Trinity Mirror and Local World are (and, following Completion, the Enlarged Group will be) liable for the content of their publications, websites and advertisements. If legal proceedings against Trinity Mirror or Local World (or, following Completion, the Enlarged Group) are successful, it could increase their expenses and harm their reputations and relationships with customers. Trinity Mirror and Local World (and, following Completion, the Enlarged Group) may also be liable to third parties if the content of their publications, websites or advertisements violates intellectual property rights of third parties. If the outcome of any legal proceedings brought against Trinity Mirror or Local World (or, following Completion, the Enlarged Group) are not favourable, it could have a material adverse effect on their reputations, business, operational results, financial condition and/or prospects.
By way of example, Trinity Mirror continues to cooperate with the Metropolitan Police Service ("MPS") in respect of Operation Elveden (the investigation relating to alleged inappropriate payments to public officials) and Operation Golding (the investigation into alleged phone hacking). In September 2013 Trinity Mirror announced that its subsidiary, MGN Limited ("MGN"), had been notified by the MPS that the MPS were at a very early stage in investigating whether MGN was criminally liable in relation to phone hacking. MGN currently faces a significant number of civil claims for misuse of private information. In July 2014, after Trinity Mirror's ongoing investigations revealed that phone hacking had taken place at MGN, a provision of £4.0 million was made to cover the cost of dealing with and resolving civil claims from individuals. In the second half of the 2014 financial year, a number of claims were settled and MGN admitted liability to a number of individuals who had sued for interception of their voicemails many years ago. As Trinity Mirror progressed with dealing with the civil claims, it became evident that the cost of resolving these claims would be higher than previously envisaged. Therefore, the provision of £4.0 million at the 2014 half year for resolving phone hacking claims was increased by a further £8.0 million. In May 2015, following the release of the judgment and conclusion of the civil trial for assessment of damages for eight representative claimants arising from phone hacking, Trinity Mirror made a further provision of £16.0 million to cover the costs of dealing with and resolving the historical legal issues in relation to phone hacking. This judgment was the subject of an appeal to the Court of Appeal by MGN which was heard on 20 and 21 October 2015 and in respect of which the judgment is awaited. There can be no assurance that MGN will be successful in its appeal. Civil claims continue to be advanced against MGN and it remains uncertain as to how these matters will progress, whether further allegations or claims will be made and their financial impact. MGN continues to resolve civil claims but there is potential for further and/or increased liabilities to arise from the outcome or resolution of the ongoing historical legal issues, including as a result of the judgment of the Court of Appeal, which may require Trinity Mirror to reassess the sufficiency of, and potentially increase, its current provision. Due to the present uncertainty in respect of the nature, timing or measurement of any such liabilities it is too soon to be able to reliably estimate how these matters will proceed and their financial impact.
Trinity Mirror and Local World depend (and, following Completion, the Enlarged Group will depend) on key personnel and their ability to attract, retain and motivate other qualified employees
Trinity Mirror and Local World depend (and, following Completion, the Enlarged Group will depend) on their key personnel and their ability to attract, retain and hire other qualified and experienced employees. In particular, competition in the media industry for experienced senior management personnel is intense and Trinity Mirror and Local World (and, following Completion, the Enlarged Group) may not be able to retain their personnel. The loss of any key personnel would require the remaining key personnel to divert immediate and substantial attention to seeking a replacement. An inability to find suitable replacements for departing key personnel could adversely affect the ability of Trinity Mirror or Local World (or, following Completion, the Enlarged Group) to grow their businesses. Production and distribution of the publications of Trinity Mirror and Local World (and, following Completion, the Enlarged Group) and the generation of advertising revenue also require skilled and experienced employees. A shortage of such employees, or the inability of Trinity Mirror or Local World (or, following Completion, the Enlarged Group) to retain such employees, could have an adverse impact on the productivity and costs of Trinity Mirror or Local World (or, following Completion, the Enlarged Group), its ability to expand, develop and distribute new products, generate advertising sales and its entry into new markets. The cost of retaining or hiring such employees could exceed the resources of Trinity Mirror or Local World (or, following Completion, the Enlarged Group).
If Trinity Mirror or Local World (or, following Completion, the Enlarged Group) fails to retain essential senior management and other key personnel it may be unable to operate or grow its business in accordance with its strategy which could have a material adverse impact on its business, operational results, financial condition and/or prospects.
A deterioration in the relationship of Trinity Mirror or Local World (or, following Completion, the Enlarged Group) with its employees resulting in industrial action may affect operational and financial performance
Trinity Mirror and Local World operate (and, following Completion, the Enlarged Group will operate) in a unionised industry. Trinity Mirror and Local World have, in general, good relations with their employees and unions. However, there can be no assurance that their operations will not be affected by related problems in the future such as industrial action. There can be no assurance that strikes, work stoppages, industrial action or other labour-related developments (including the introduction of new labour regulations in the United Kingdom) will not adversely affect the business, operational results, financial condition and/or prospects of Trinity Mirror or Local World (or, following Completion, the Enlarged Group) as a consequence of the Acquisition and integration of Local World.
The Acquisition may be reviewed under merger control legislation
The Acquisition is not conditional on the receipt of merger control approval from the CMA. The Acquisition may however be reviewed by the CMA. The CMA has the power to impose on Trinity Mirror an order, such as a "hold separate" order (which would, amongst other things delay the integration of Local World with Trinity Mirror and prevent Trinity Mirror from doing anything which might impair the ability of the Local World business to compete independently in any markets affected by the Acquisition), pending any decision being made by the CMA and the power to require remedies as a consequence of the Acquisition, such as the divestment by the Enlarged Group of certain assets or businesses and/or the imposition of restrictions on the conduct of the businesses of the Enlarged Group and/or other behavioural remedies.
The Acquisition satisfies the conditions for the notification of media mergers to the Competition and Consumer Protection Commission and to the Minister for Communications, Energy and Natural Resources in the Republic of Ireland. This is because Trinity Mirror carries on a media business in the Republic of Ireland and Local World carries on a media business elsewhere. The Acquisition must be notified in the Republic of Ireland. The Acquisition will therefore be notified to the Competition and Consumer Protection Commission and to the Minister for Communications, Energy and Natural Resources in the Republic of Ireland. Similarly to the CMA, the Irish authorities have the power to impose remedies as a consequence of the Acquisition.
Any divestments, restrictions or remedies could impose sustained additional costs for the Enlarged Group and/or materially reduce the anticipated benefits (including synergy benefits) of the Acquisition (or affect the timeframe within which such benefits are realised) or result in an adverse effect on the operating results, business, financial condition and prospects of the Enlarged Group.
Trinity Mirror's (and, following Completion, the Enlarged Group's) commercial freedom could be restricted if it is found to be dominant in local markets
There are a number of local markets across the United Kingdom where Trinity Mirror's newspaper titles have (and, following Completion, the Enlarged Group's newspaper titles will have) a high share of local newspaper circulation. The United Kingdom competition authorities have previously determined that local newspaper markets should be defined narrowly (both geographically and as regards the alternative advertising products included, such as the internet), and that may mean that Trinity Mirror (or, following Completion, the Enlarged Group) is considered by the regulators to be dominant in areas where it has a particularly high share of circulation of local titles. Whilst there is nothing to prohibit companies from being dominant, the applicable legislation in the United Kingdom prohibits conduct by dominant companies which may be categorised as an abuse of their dominant position. Case law of the European Courts indicates that dominant companies may have a special responsibility not to allow their conduct to impede competition. This may restrict Trinity Mirror's (or, following Completion, the Enlarged Group's) freedom to act in these local areas, for example as regards pricing below cost and granting discounts or rebates that are loyalty-inducing. In addition, Trinity Mirror (and, following Completion, the Enlarged Group) may need to ensure compliance with this additional set of responsibilities, to which end Trinity Mirror has (and, following Completion, the Enlarged Group will have) a group-wide compliance programme in place.
However, if Trinity Mirror (or, following Completion, the Enlarged Group) is determined by the relevant authorities not to be in compliance with applicable competition law in a material way (and as a consequence is forced to take correction action and/or pay fines), or if applicable competition law materially restricts Trinity Mirror's (or, following Completion, the Enlarged Group's) ability to conduct its operations and develop its business in the way that it wishes to, then this could have an adverse impact on the business, operational results, financial condition and/or prospects of Trinity Mirror (or, following Completion, the Enlarged Group).
The availability, cost and terms of debt finance may have an adverse impact on Trinity Mirror (or, following Completion, the Enlarged Group)
Trinity Mirror's and Local World's profitability and development are not currently impacted by the availability or cost of debt finance. However, Trinity Mirror's or Local World's (or, following Completion, the Enlarged Group's) ability to access liquidity to fund its business in the longer term may be affected during periods of tight credit conditions or the absence of funds at a reasonable cost. The availability and cost of debt finance may influence Trinity Mirror's or Local World's (or, following Completion, the Enlarged Group's) profitability and Trinity Mirror's or Local World's (or, following Completion, the Enlarged Group's) ability to participate in development opportunities.
In addition, Trinity Mirror's existing financings contain customary financial and other covenants - all of which Trinity Mirror operates within - requiring it to maintain certain financial ratios and thresholds that could in the future restrict its (or, following Completion, the Enlarged Group's) flexibility in planning for, and reacting to, competitive pressures and changes in its business, industry and general economic conditions and limit its ability to undertake organic development opportunities, make strategic acquisitions, refinance debt and capitalise on business opportunities.
In addition, if Trinity Mirror (or, following Completion, the Enlarged Group) fails to pay any amount when due under, or otherwise fails to comply in any material respect with the terms of, any of its existing (and any future) financings this may ultimately lead to an event of default under the terms of such financing which could lead to acceleration and enforcement proceedings being brought against it by its creditors.
An inability to obtain future funding on reasonable terms, restrictions on its operational flexibility contained in its financing agreements and/or a material failure to comply with the terms of its existing or future financings, could have a material adverse effect on Trinity Mirror's (or, following Completion, the Enlarged Group's) business, financial condition or results of operations.
This information is provided by RNS
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