NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS
IS AN ANNOUNCEMENT OF A POSSIBLE OFFER PURSUANT TO RULE 2.4 OF THE
CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY
SUCH OFFER WILL ULTIMATELY BE MADE.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018)
FOR
IMMEDIATE RELEASE
22
November 2024
Statement regarding National World plc ("National World") and
request for engagement from the board of directors of National
World (the "National World Board")
Media Concierge (Holdings) Limited
("Media Concierge")
announces that on 31 October 2024, 22 days ago, it submitted a
non-binding proposal to the National World Board.
The proposal is in respect to a
possible offer (the "Possible
Offer") for the entire issued, and to be issued, share
capital of National World not already owned by Media Concierge, its
affiliates and persons acting in concert with it (together, the
"Media Concierge Group"),
representing 72.2 per cent. of the issued share capital of the
Company.
Under the terms of the Possible
Offer, Media Concierge proposes that National World shareholders
would receive:
21 pence per share, in
cash.
The Possible Offer values National
World's entire issued, and to be issued, ordinary share capital at
approximately £56.2 million, and implies an enterprise value of
approximately £43.2 million.
The Possible Offer provides
shareholders with a significant premium to the standalone price of
National World shares, representing a premium of:
·
40.0 per cent. to the closing price of 15.0 pence
per National World share on 21 November 2024;
·
37.0 per cent. to the volume-weighted average price
of 15.3 pence per National World share for the three-month period
ended 21 November 2024;
·
42.1 per cent. to the volume-weighted average price
of 14.8 pence per National World share for the six-month period
ended 21 November 2024; and
·
16.7 per cent. to the 52-week high price of 18.0
pence per National World share for the period ended 21 November
2024.
The Possible Offer represents an
enterprise value multiple of 7.2x statutory EBITDA and 3.8x
adjusted EBITDA for the twelve-month period ended 29 June
2024.
The implied multiple is:
·
at the high end compared to multiples paid in
recent relevant precedent transactions in the UK regional newspaper
sector; and
·
at a significant premium to trading multiples for
both National World and Reach PLC, a larger, UK-listed, UK regional
newspaper competitor, which currently trade at 2.4x and 2.3x
adjusted EBITDA for the twelve-month period ended June 2024,
respectively as at 21 November 2024.
Next
steps
Since the proposal was submitted to
the National World Board 22 days ago on 31 October 2024, Media
Concierge has made every effort to engage privately with National
World and its advisers, but has had no substantive engagement to
date.
Media Concierge believes that the
Possible Offer provides a highly attractive and deliverable
opportunity for National World shareholders to realise their
investment at a substantial premium in cash.
Media Concierge believes that it is
in the best interest of all National World shareholders that the
Possible Offer be made public to provide them with the opportunity
to consider the proposal, and encourages shareholders to urge the
National World Board to engage constructively with Media
Concierge.
Media Concierge is ready to move
promptly towards making a Rule 2.7 offer subject only to the
following pre-conditions:
·
the recommendation of the National World
Board;
·
the completion of limited, confirmatory due
diligence, details of which have been provided to National World's
advisers; and
·
the receipt of irrevocable undertakings from the
directors of National World in respect of their shareholdings in
the Company, in a form acceptable to Media Concierge.
Media Concierge urges the National
World Board to engage constructively without delay to fulfil the
pre-conditions and move towards the making of a Rule 2.7 offer
expeditiously.
Notes
This announcement does not amount to
a firm intention by Media Concierge to make an offer for National
World. There can be no certainty that any offer will be
made.
In accordance with Rule 2.5(c)(i) of
the Code, the pre-conditions listed above may be waived in whole or
in part by Media
Concierge.
Media Concierge reserves the right to vary the form and/or mix of the
consideration referred to in this announcement and vary the
transaction structure.
In addition, pursuant to Rule 2.5 of
the Code, Media Concierge
reserves the right to set aside the terms referred
to in this announcement and/or at any time to make an offer on less
favourable terms: (i) with the recommendation or consent of the
National World Board; (ii) if a third party announces a firm
intention to make an offer for National World; or (iii) if National
World announces a Rule 9 waiver proposal (for the purposes of Note
1 of the Notes on Dispensations from Rule 9 of the Code) or a
reverse takeover. In addition, Media Concierge reserves the right
to reduce the offer consideration by the amount of any dividend or
any other distribution or return of value to shareholders which is
paid or becomes payable by National World to its shareholders
following the date of this announcement.
In accordance with Rule 2.6(a) of the
Code, Media Concierge will have until 5.00pm on 20 December 2024,
being 28 days after the date of this announcement, to either
announce a firm intention to make an offer for National World in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make such an offer, in which case the announcement will
be treated as a statement to which Rule 2.8 of the Code applies.
This deadline may be extended with the consent of the Panel on
Takeovers and Mergers (the "Takeover Panel") in accordance with
Rule 2.6(c) of the Code.
A further announcement will be made
in due course.
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available at
www.mediaconcierge.co.uk
by no later than 12 noon (London time) on 25
November 2024. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Enquiries:
Europa Partners Limited (Joint Financial Advisor to Media
Concierge)
Jan Skarbek, Dominic King, David
Fudge
+44 20 7451 4523
Panmure Liberum Limited (Joint Financial Advisor to Media
Concierge)
Stephen Jones, Amrit Mahbubani, Mark
Harrison, Tim Medak
+44 20 3100 2000
Garfield Advisory Limited (PR advisor to Media
Concierge)
Andrew
Garfield
+44 7974 982 337
CMS Cameron McKenna Nabarro Olswang
LLP are retained as legal adviser to Media Concierge.
Sources and bases of information
In this announcement, unless
otherwise stated or the context otherwise requires, the following
sources of information have been used:
·
267,663,987 National World
ordinary shares of 0.1 pence each in issue.
·
Prices and volume-weighted average prices have been
derived from Bloomberg.
·
National World implied enterprise value and
enterprise value multiples calculated with reference to net cash of
£13.0 million as at 29 June 2024.
·
National World enterprise value multiples
calculated with reference to:
o Adjusted EBITDA for the twelve-month period ended 29 June 2024
of £11.4 million, being the aggregate of £5.0 million for the
six-month period ended 29 June 2024 and £6.4 million for the
six-month period ended 30 December 2023;
o Statutory EBITDA for the twelve-month period ended 29 June 2024
of £6.0 million, being the aggregate of £3.6 million for the
six-month period ended 29 June 2024 and £2.4 million for the
six-month period ended 30 December 2023.
·
Reach PLC trading enterprise value multiple
calculated with reference to:
o Enterprise value of £289.0 million, based on:
§ Reach PLC
share price of 87.0 pence per share as at 21 November
2024;
§ 318,054,901
Reach PLC shares in issue; and
§ Reach PLC
net debt of £12.3 million as at 30 June 2024.
o Adjusted EBITDA for the twelve-month period ended June 2024 of
£125.9 million, being the aggregate of £54.2 million for the
six-month period ended 30 June 2024 and £71.7 million for the
six-month period ended 31 December 2023.
·
Media Concierge Group shareholding of 74,354,075
National World shares.
·
Certain figures included in this announcement have
been subject to rounding adjustments.
Disclaimer
This announcement is not intended to,
and does not, constitute or form part of any offer, invitation or
the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise. This is an announcement
under Rule 2.4 of the Code and does not constitute an announcement
of a firm intention to make an offer under Rule 2.7 of the
Code.
The release, publication or
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities law
of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of: (i) the offeree company and (ii)
any securities exchange offeror(s). An Opening Position Disclosure
by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 pm on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm on
the 10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm on the
Business Day following the date of the relevant
dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Publication on a website
In
accordance with Rule 26.1 of the Code, a copy of this announcement
will be made available (subject to certain restrictions relating to
persons resident in restricted jurisdictions) on Media Concierge's
website at www.mediaconcierge.co.uk
by no later than
12 noon (London time) on the business day following the date of
this announcement. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Forward-looking statements
This announcement and any statements made regarding the
Possible Offer and other information published by Media Concierge
containing statements about Media Concierge, National World and/or
the combined group are or may be deemed to be forward-looking
statements. All statements other than statements of historical
facts included in this announcement, may be forward-looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "hopes", "continues", "would",
"could", "should", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; and (ii) business and management
strategies and the expansion and growth of Media Concierge,
National World or the combined group's operations and potential
cost and operating synergies resulting from the Possible Offer.
These forward-looking statements are not based on historical fact
and are not guarantees of future performance. By their nature, such
forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include,
but are not limited to, changes in political and economic
conditions, changes in levels of capital investment, success of
business and operating initiatives, the impact of any acquisitions
or similar transactions, changes in tenants' strategies and
stability, changes in the regulatory environment and fluctuations
of rates, and changes in tax rates. Except as expressly provided in
this announcement, they have not been reviewed by the auditors of
Media Concierge or National World. Neither Media Concierge, nor any
of its respective members, associates or directors, officers,
employees or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. Neither Media Concierge, nor any of its respective members,
associates or directors, officers, employees or advisers assumes
any obligation to update or correct the information contained in
this announcement except as required by applicable law. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. Media Concierge disclaims any
obligation to correct or update any forward-looking or other
statements contained in this announcement, except as required by
applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
Further information
Europa Partners Limited ("Europa"), which is regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Media Concierge and for no one else in connection
with the Acquisition and will not be responsible to anyone other
than Media Concierge for providing the protections afforded to its
clients or for providing advice in connection with the Acquisition.
Neither Europa, nor any of its affiliates, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Europa in connection with the
Acquisition, this announcement, any statement contained herein or
otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Media Concierge and for no one
else in connection with the matters set out in this announcement
and will not be responsible to anyone other than Media Concierge
for providing the protections afforded to its clients or for
providing advice in relation to any matter referred to herein.
Neither Panmure Liberum, nor any of its affiliates, owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Panmure Liberum in connection
with the Acquisition, this announcement, any statement contained
herein or otherwise.
