Offer Update
Trinity Mirror PLC
28 November 2000
Not for release, publication or distribution in or into the
United States, Canada, Japan or Australia
Trinity Mirror plc
Recommended Cash Offer for Southnews plc
Offer wholly unconditional
Trinity Mirror notes the announcement made by the Secretary of
State for Trade and Industry today, giving his consent to the
transfer of Southnews' newspaper titles and related assets to
Trinity Mirror.
Trinity Mirror announces that all the conditions of the Offer
have now been either satisfied or waived. Accordingly, the
Offer has been declared wholly unconditional.
The Offer will remain open for acceptance until further
notice. The Loan Note Alternative will remain open for
acceptance until 3.00 pm on 6 December 2000. Trinity Mirror
Regionals reserves the right to close the Loan Note
Alternative after such time and date without further notice.
Southnews Shareholders who wish to accept the Offer and have
not yet done so should despatch their completed Form of
Acceptance as soon as possible, by post or by hand, to Lloyds
TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA
or by hand only (during normal business hours only) to Lloyds
TSB Registrars, Antholin House, 71 Queen Street, London EC4N
1SL.
The consideration payable or the Loan Notes to be issued, as
the case may be, to accepting Southnews Shareholders will be
despatched within 14 days of today's date in respect of
acceptances already received which are valid and complete in
all respects or within 14 days of the date of receipt of
further acceptances which are valid and complete in all
respects.
Acceptances of the Offer and purchases during the offer period
As at 3.00 pm on 27 November 2000, valid acceptances under the
Offer had been received in respect of a total of 15,786,598
Southnews Shares, representing approximately 67.9 per cent. of
the issued share capital of Southnews.
Included in the total above are acceptances, representing in
aggregate approximately 46.1 per cent. of the issued share
capital of Southnews, received from:
(i) Southnews Directors in accordance with the provisions of
the irrevocable undertakings to accept the Offer given by them
in respect of their and their immediate families' and family
trusts' holdings totalling 2,396,184 Southnews Shares,
representing in aggregate, approximately, 10.3 per cent. of
Southnews' issued share capital; and
(ii) certain shareholders of Southnews in accordance with the
provisions of the irrevocable undertakings to accept the Offer
given by them totalling 8,327,598 Southnews Shares,
representing in aggregate, approximately, 35.8 per cent. of
Southnews' issued share capital.
Since the commencement of the offer period on 27 October 2000,
Trinity Mirror Regionals has acquired 5,755,183 Southnews
Shares representing approximately, 24.8 per cent. of
Southnews' issued share capital. Of which, 1,735,913 were
acquired from certain shareholders of Southnews who had
irrevocably undertaken to accept the Offer.
As a result, Trinity Mirror Regionals has now acquired or has
acceptances in respect of a total of 21,541,781 Southnews
Shares representing in aggregate, approximately, 92.7 per
cent. of Southnews' issued share capital.
Rights over Southnews Shares prior to the commencement of the
offer period
As at 26 October 2000 (the day prior to the commencement of
the offer period), Trinity Mirror (deemed to be acting in
concert with Trinity Mirror Regionals), was interested in one
Southnews Share representing approximately, 0.000004 per cent.
of the issued share capital of Southnews.
Save as disclosed above, neither Trinity Mirror Regionals nor,
as far as Trinity Mirror Regionals is aware, any person acting
or deemed to be acting in concert with Trinity Mirror
Regionals, owned or controlled any Southnews Shares (or rights
over such shares) immediately prior to 27 October 2000 or,
since that date, has acquired or agreed to acquire, any
Southnews Shares (or rights over such shares) and no
acceptances of the Offer have been received from such persons
acting or deemed to be acting in concert with Trinity Mirror
Regionals.
Definitions used in the offer document dated 1 November 2000
shall, unless the context otherwise requires, apply throughout
this announcement.
Enquiries:
Trinity Mirror 020 7293 3000
Philip Graf
Margaret Ewing
Greenhill & Co. 020 7440 0400
Simon Borrows
Brian Cassin
Finsbury 020 7251 3801
Rupert Younger
James Leviton
The Directors of Trinity Mirror and the Directors of Trinity
Mirror Regionals accept responsibility for the information
contained in this announcement. To the best of the knowledge
and belief of the Directors of Trinity Mirror and the
Directors of Trinity Mirror Regionals (who have taken all
reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Greenhill & Co., which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for
Trinity Mirror and Trinity Mirror Regionals and for no one
else in relation to the Offer and will not be responsible to
anyone other than Trinity Mirror and Trinity Mirror Regionals
for providing the protections afforded to customers of
Greenhill & Co., nor for providing advice in relation to the
Offer.
The Offer (including the Loan Note Alternative) is not being
made, directly or indirectly, in or into the United States,
Canada, Japan or Australia. Accordingly, copies of this
announcement are not being, and must not be, mailed or
otherwise distributed or sent into or from the United States,
Canada, Japan or Australia.
The Loan Notes will not be listed on any stock exchange and
have not been, and will not be, registered under the
Securities Act or under any relevant securities laws of any
state of the United States and the relevant clearances have
not been, and will not be, obtained from the regulatory
authority of any province or territory of Canada. In
addition, no prospectus in relation to the Loan Notes has
been, or will be, lodged with or registered by the Australian
Securities and Investments Commission and no steps have been,
nor will be, taken to enable the Loan Notes to be offered in
compliance with the applicable securities laws of Japan or any
other country or jurisdiction outside the United Kingdom. The
Loan Notes will not be offered, sold, resold, delivered or
distributed, directly or indirectly, in or into the United
States, Canada, Japan or Australia or any other jurisdiction
if to do so would constitute a violation of the relevant laws
in such jurisdiction.