Compulsory Acqn. of Shares
TRINITY MIRROR PLC
4 October 1999
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan
Merger of Trinity and Mirror Group
Compulsory acquisition of outstanding Mirror Group Shares
Trinity Mirror plc ('Trinity Mirror') (formerly Trinity plc) announces that by 1
October 1999 valid acceptances of the Offer had been received in respect of
430,465,680 issued Mirror Group Shares (representing approximately 94.06 per
cent. of Mirror Group's ordinary share capital).
Trinity Mirror is now taking the necessary steps to acquire compulsorily under
the provisions of the Companies Act 1985 those Mirror Group Shares in respect of
which Trinity Mirror has not yet received valid acceptances.
Enquiries:
Trinity Mirror Philip Graf 0171 293 3000
John Allwood
Greenhill & Co. Simon Borrows 0171 440 0400
Salomon Smith Barney Christian Purslow 0171 721 2000
Gavin Anderson Deborah Walter 0171 457 2345
Unless the context otherwise requires, the definitions set out in the Offer
Document dated 6 August 1999 have the same meanings when used in this
announcement.
Greenhill & Co. International Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for Trinity and no one else in connection
with the Merger and will not be responsible to anyone other than Trinity for
providing the protections afforded to customers of Greenhill & Co. International
Limited, nor for providing advice in relation to the Merger.
Salomon Brothers International Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for Trinity and no one else in connection
with the Merger and will not be responsible to anyone other than Trinity for
providing the protections afforded to customers of Salomon Brothers
International Limited, nor for providing advice in relation to the Merger.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Shareholders who are not resident in
the UK should inform themselves about, and observe, any applicable requirements.
The Offer is not being made, directly or indirectly, in or into, and is not
capable of acceptance in or from, the United States, Canada, Australia or Japan,
subject to certain exceptions. Accordingly, this announcement is not being and,
unless the agreement of Trinity is obtained, the Offer Document and any related
offering documents, have not been, and must not be, mailed or otherwise
distributed or sent in, into or from the United States, Canada, Australia or
Japan and doing so may render invalid any purported acceptance of the Offer,
subject to certain exceptions.
The New Trinity Shares to be issued pursuant to the Offer have not been and will
not be registered under the United States Securities Act of 1933, as amended, or
under the securities laws of any state or other jurisdiction of the United
States, Canada, Australia or Japan. The New Trinity Shares may not be offered,
sold, resold, delivered or transferred, directly or indirectly, in or into the
United States, Canada, Australia or Japan except pursuant to exemptions from
that Act or other applicable requirements of such jurisdictions and with the
agreement of Trinity. This press release does not constitute an offer of
securities for sale in the United States, Canada, Australia or Japan or any
jurisdiction in which such an offer or solicitation is unlawful.