Independent News & Media Regulatory News (INM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE STARTING ON PAGE 2 OF THIS ANNOUNCEMENT.

21 November, 2013

Independent News & Media PLC

Ticker: (Bloomberg) INM.ID/INM.LN and (Reuters) INME.I/INME.L

Firm Placing and Placing and Open Offer of in aggregate 614,285,714 New Ordinary Shares at €0.07 each to raise in aggregate €43 million

21 November, 2013 Dublin/London: The Board of Independent News & Media PLC ("INM" or the "Company") today announces a Firm Placing and Placing and Open Offer to raise gross proceeds of €43 million through the issue of in aggregate 614,285,714 New Ordinary Shares at €0.07 per New Ordinary Share.

· €30.2 million will be raised through a Firm Placing of 430,812,954 New Ordinary Shares; and

· €12.8 million will be raised through a 1 for 3 Placing and Open Offer resulting in the issue of 183,472,760 New Ordinary Shares.

The Issue Price of €0.07 per New Ordinary Share represents:

· a 47.2% discount to the Closing Price of €0.1325 per Ordinary Share on the Irish Stock Exchange and the London Stock Exchange on 19 November, 2013 (the last full trading day prior to the agreement of the terms of the Capital Raise);

· a 30% discount to the Closing Price of €0.10 per Ordinary Share on the Irish Stock Exchange and the London Stock Exchange on 15 November, 2013 (the last trading day prior to the announcement of the structure of, and key shareholder participation in, the Capital Raise); and

· a premium of 17.8% to the average price per Ordinary Share on the Irish Stock Exchange and a premium of 14.7% to the average price per Ordinary Share on the London Stock Exchange in the period since 26 April, 2013, when the Company announced the agreed terms of the Restructuring with Lenders.

Funds to be raised under the Firm Placing and Placing and Open Offer are committed and/or underwritten through a combination of placing commitments, irrevocable undertakings and underwriting commitments. Two key shareholders in the Company, Mr. Denis O'Brien and Mr. Dermot Desmond, have committed to participate in respect of in aggregate €29.6 million by way of a combination of participation in the Firm Placing and undertakings to take up their respective Open Offer Entitlements. These commitments are such that on completion of the process (as outlined hereafter) Mr. O'Brien's percentage interest in the ordinary share capital of the Company will remain at approximately 29.9% and Mr Desmond's percentage interest will increase from approximately 6.4% to 15%. The process will include the Firm Placing and Placing and Open Offer and the proposed issue of New Ordinary Shares to the Group's Lenders and to the Employee Benefit Trust for the purpose of the Employee Scheme (comprising 152,517,988 and 69,325,392 shares respectively). The balance of the Firm Placing and Placing and Open Offer (other than those elements that are the subject of the placing commitments and irrevocable undertakings) is being underwritten by Davy.

Completion of the Firm Placing and Placing and Open Offer is subject to a number of conditions, including Shareholder approval of the Resolutions which are to be considered at an Extraordinary General Meeting to be held on 16 December, 2013.

If completed, this Capital Raise will represent the final stage in INM's Restructuring which will have seen the Group reduce its core debt from approximately €439.6 million as at 31 December 2012 to €118 million (with other facilities and credit lines of approximately €10 million, in addition to €10 million INM SA Escrow-related Debt) and significantly reduce its pension deficit by an estimated €110 million. The net proceeds of the Capital Raise will be applied to repay debt in accordance with the terms agreed with the Group's Lenders.

A shareholder Circular, containing details of the Capital Raise and the necessary Resolutions, is expected to be posted to Shareholders later today and a Prospectus in relation to the Capital Raise is also expected to be published later today. Both the Circular and the Prospectus will be available on the Company's website, www.inmplc.com following publication. An Extraordinary General Meeting to approve the necessary Resolutions for Capital Raise is expected to be held at 10.00 a.m. on 16 December, 2013 at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland. The expected timetable for implementation of the Capital Raise is contained later in this Announcement.

Vincent Crowley, Chief Executive of INM, commented:

"The capital raise will complete a complex, multi-stage restructuring programme agreed with our lenders and implemented with the support of a wide range of stakeholders. I wish to thank our shareholders, lenders and staff whose support has been critical to the Group's transformation. INM is a company with excellent print and digital products, loyal readers and advertisers and this restructuring provides the financial stability and flexibility to implement our strategy and to continue the process of rebuilding shareholder value".

Davy is acting as Sponsor, Bookrunner, Broker and partial underwriter in respect of the Capital Raise.

For further information, please contact:

IMPORTANT NOTICE

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities of the Company (the "Securities") in the United States or in any other jurisdiction.

This announcement has not been approved by the Central Bank of Ireland (the "Central Bank"), the Financial Conduct Authority (the "FCA") or by any other regulatory authority. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Securities referred to in this announcement except on the basis of information provided in the prospectus to be published by the Company in due course in connection with the Capital Raise (the "Prospectus"). Copies of the Prospectus and a shareholder circular containing details of the Capital Raise and associated proposed shareholder resolutions (the "Circular") will, following publication, be available from the Company's registered office at Independent House, 27-32 Talbot Street, Dublin 1 (and, in the case of the Prospectus, also available at the offices of J&E Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland and at the offices of Capita Asset Services, Shareholder solutions, 2 Grand Canal Square, Dublin 2, Ireland) and at the Company's website at www.inmplc.com. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

No communication or information relating to the Capital Raise may be disseminated to the public in jurisdictions, other than the United Kingdom and Ireland, where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of the Securities in any jurisdiction where action for that purpose is required, other than in the United Kingdom and Ireland. This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful. This announcement cannot be relied upon for any investment contract or decision.

The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of securities is being made in the United States. Any representation to the contrary is a criminal offence in the United States.

The Securities mentioned herein and in the Prospectus may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction where the extension of availability of the Capital Raise would breach any applicable law (each an "Excluded Territory") absent registration or an applicable exemption from the registration requirements of the relevant laws of any Excluded Territory. There will be no public offer of such Securities in any Excluded Territory. This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the Securities being issued in any jurisdiction in which such offer or solicitation is unlawful.

The distribution or publication of this announcement and/or the Prospectus and/or the Circular and/or the offer, sale and/or issue of New Ordinary Shares in or into jurisdictions other than Ireland and the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Circular comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, the Prospectus and the Circular should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the Securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

J&E Davy ("Davy") is acting as sponsor, bookrunner, broker and partial underwriter to INM in respect of the Capital Raise.

This announcement has been issued by and is the sole responsibility of INM. Apart from the responsibilities and liabilities, if any, which may be imposed on Davy by the Financial Services and Markets Act 2000 (the "FSMA"), the Central Bank or any regulatory regime established thereunder, no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Davy or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed.

Davy, which is authorised and regulated in Ireland by the Central Bank, is acting exclusively for the Company and no one else in connection with the Capital Raise and will not regard any other person as its client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Capital Raise or any other matter referred to in this announcement.

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipates", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding INM's intentions, beliefs or current expectations concerning, amongst other things, INM's results of operations, financial position, liquidity, prospects, growth, strategies and expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of INM's operations, financial position and liquidity, and the development of the markets and the industry in which INM operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. Forward-looking statements may, and often do, differ materially from actual results. In addition, even if the Company's actual results of operations, financial condition and the development of the industries in which the Group operates 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. Any forward-looking statements in this announcement reflect INM's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to INM's operations, results of operations, financial position and growth strategy. The Company and the Directors expressly disclaim any obligations or undertaking to update, review or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law, the prospectus rules published by the Central Bank under section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, the Listing Rules of the Irish Stock Exchange, the UK Listing Authority Listing Rules made by the FCA under part VI of the FSMA, the London Stock Exchange plc Admission and Disclosure Standards, the rules issued by the Central Bank under section 22 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 or the UK Disclosure and Transparency Rules made under part VI of the FSMA (each as amended from time to time).

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The expected timetable of principal events in respect of the Capital Raise and the issue of the Employee Shares and Lender Shares is as follows.

Notes

(i) References to times and dates in this Announcement are to times and dates in Dublin, Ireland.

(ii) The dates set out above and mentioned throughout this Announcement may be adjusted by the Company, in which event details of new dates will be notified via a Regulatory Information Service and to the Irish Stock Exchange, the UK Listing Authority and the London Stock Exchange.

(iii) Shareholders should note that any Existing Ordinary Shares sold prior to the close of business on 20 November, 2013, the last day on which the Existing Ordinary Shares trade with entitlement, will be sold to the purchaser with the right to receive Open Offer Entitlements.

(iv) The time of the Extraordinary General Meeting is 10.00 a.m. on 16 December, 2013. The location of the EGM is the Conrad Hotel, Earlsfort Terrace, Dublin 2,

Firm Placing and Placing and Open Offer of in aggregate 614,285,714 New Ordinary Shares at €0.07 each to raise in aggregate €43 million

1. Introduction

Today, the Company announced a Capital Raise to raise gross proceeds of €43 million (approximately €40 million net of expenses) through the issue of in aggregate 614,285,714 New Ordinary Shares at an issue price of €0.07 per New Ordinary Share. 430,812,954 New Ordinary Shares will be issued through the Firm Placing and 183,472,760 New Ordinary Shares will be issued through the Placing and Open Offer (approximately 70% and 30% respectively). The Issue Price of €0.07 per New Ordinary Share represents a 47.2% discount to the Closing Price of €0.1325 per Ordinary Share on the Irish Stock Exchange and the London Stock Exchange on 19 November, 2013 (the last full trading day prior to the agreement of the terms of the Capital Raise).

The Capital Raise is conditional on, amongst other things, the passing by Shareholders of all of the Resolutions proposed for consideration at the Extraordinary General Meeting on 16 December, 2013, upon the Placing and Open Offer Agreement becoming unconditional in all respects and upon Admission. The Resolutions proposed grant to the Directors share issue authorities necessary for the implementation of the Capital Raise, and, in accordance with the Listing Rules, seek the approval of the Issue Price and the approval, as a related party transaction under the Listing Rules, of the participation by Mr. Denis O'Brien, a substantial shareholder in the Company, in the Firm Placing.

The Prospectus which is being issued today will set out the actions to be taken by Qualifying Shareholders in respect of the Open Offer. The Circular including the notice convening the Extraordinary General Meeting, to be held at 10.00 a.m. on 16 December, 2013 at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland is also being issued today and contains the unanimous recommendation of the Board to Shareholders to vote in favour of the Resolutions.

2.. Background to and Reasons for the Capital Raise

Background

On 26 April this year, the Group announced that it had agreed restructuring arrangements ("Restructuring") with its Lenders to facilitate the Group's objective of achieving a significant reduction in the Group's debt burden and the putting in place of a sustainable and appropriate capital structure for the operation of the Group's business.

The Restructuring involved a number of steps, which were formalised principally in an Amendment, Restatement and Equitisation Agreement entered into by the Company and several of its subsidiaries with the Lenders on 10 June, 2013.

The first stage of the Restructuring involved the sale of Independent News & Media South Africa ("INM SA") and the application of the net proceeds to debt reduction. The sale of INM SA was approved by Shareholders at an Extraordinary General Meeting held on 17 June 2013 (the "June EGM"). At the June EGM the Shareholders of the Company also passed share capital and other resolutions to facilitate the implementation of the Restructuring.

The sale of INM SA was successfully completed on 16August 2013. In accordance with the agreement entered into with Lenders, the net disposal proceeds of approximately €134 million were applied to debt reduction and thereupon the amendment and restatement of the Group's remaining core debt facilities (including an extension of the maturity period of the facilities to 1 April, 2016 and amendments to the applicable interest terms) became effective: the Group's existing bank facilities were reorganised into four facilities - Facility A (€150m), Facility B (€50m), Facility C (approximately €128.0m), plus additional facilities and a revolving credit facility (approximately €10m). This represented the completion of the first stage of the Restructuring ("First Stage Restructuring").

A key condition to the second and final stage of the Restructuring was a restructuring of the Group's significant Republic of Ireland defined benefit pension schemes (the "DB Pension Schemes"), involving the reduction of members' accrued benefits. Section 50 proposals to the Irish Pensions Board to effect substantial reductions in members' accrued benefits were made by the Trustees of the DB Pension Schemes and, as announced on 11 September, 2013, those proposals were approved by the Irish Pensions Board and the reductions in benefits became effective on 9 September 2013. This restructuring of the DB Pension Schemes completed the Pension Restructuring as outlined in the Company's circular to shareholders dated 24 May 2013 (the "May Circular") in connection with the June EGM. Based on the estimated deficit on the Group's defined benefit pension schemes at 30 June 2013, the restructuring of the pension schemes would achieve a reduction in the Group's pension deficit of approximately €110 million.

Completion of the Pension Restructuring satisfies one of the key conditions outstanding in respect of implementation of the Final Stage Restructuring agreed with the Lenders under the Amendment, Restatement and Equitisation Agreement. Within the framework agreed by the Company with its Lenders, as set out by the Amendment, Restatement and Equitisation Agreement, the Company has flexibility as to how to implement the Final Stage Restructuring. Under that agreement, the Company has two alternatives:

(i) first, the Capital Raise Option, whereby, in return for the payment to the Lenders of a minimum of €40 million (being the proceeds of a capital raise) and the issue to them of new fully-paid Ordinary Shares representing €10 million in value and constituting not less than 11% of the enlarged issued Ordinary Share capital of the Company, the Company would achieve a debt reduction of approximately €189.5 million and modified terms (including an additional two years to maturity). Of this €189.5 million, €40 million would be repaid from the proceeds of the Capital Raise, €10.7 million would represent the value of the Lender Shares at the Issue Price and the balance of approximately €138.8 million would comprise a debt write-off. In addition €17.6 million of accrued fees and interest as at 30 June, 2013 will be capitalised and then written off, bringing the total debt to be written off to €156.4 million; and

(ii) second, the Non Capital Raise Alternative, whereby, in return for the issue to the Lenders of new fully-paid Ordinary Shares representing 70% of the enlarged issued Ordinary Share capital of the Company, the Company would achieve a debt reduction of approximately €108.5 million and modified terms for the residual debt.

Reasons for the Capital Raise

In the May Circular, the Directors stated their intention, in the first instance, to pursue the Capital Raise Option in preference to the Non Capital Raise Alternative as, if successfully implemented, it would secure for the Group significantly superior debt terms and a more appropriate capital structure, as well as providing Shareholders with an opportunity to participate in a re-capitalised Company.

The Board continues to believe that implementation of the Final Stage Restructuring through the Capital Raise Option will provide the Group with financial stability and give it a firm platform to implement its business plan and strategic repositioning (as further referred to below). Completion of the Final Stage Restructuring through the Capital Raise Option will result in a material reduction in the Group's core debt to €118m (plus other facilities and credit lines of approximately €10m, in addition to the €10m INM SA Escrow-related Debt), and more favourable terms for the residual debt, plus importantly, a five year maturity profile.

Following completion of the Restructuring, the Group's core strategy will be to maximise revenues from its market leading positions, both in circulation and readership, in its market segments (quality daily, popular daily, Sunday quality and Sunday popular) in Ireland and (quality daily and Sunday popular) in Northern Ireland. Despite the structural changes that the newspaper industry has experienced in recent years, the Directors believe that these market leading positions leave the Group well positioned to benefit from any increase in advertising spend on the Irish economy's return to economic growth. Adaptation to the changing media landscape and media consumption patterns is also a priority, with a merging of print and online operations where appropriate (and driven by consumer and advertiser demands) intended to both strengthen and deepen the Group's relationship with its readers and advertisers and increase the productivity of resources. This will in turn provide a more solid base from which to deliver INM's digital strategy, with the objective of growing the Group's online operations by leveraging the Group's existing core assets (including a substantial existing audience for INM content in both print and online, trusted brands, significant long-standing relationships and industry capability) and building customer engagement on-line. To implement the Group's digital strategy, the Directors envisage an initial investment of approximately €10 million over the next two year period, to be funded out of working capital. The digital strategy involves monetisation of INM's online audience, an increased emphasis on data analysis to enable sub-segmentation of the customer base, and product and service innovation delivered across multiple platforms with a focus on mobile.

Cost discipline will also remain a key focus for the INM Group following the Restructuring. Project Resolute, entailing profit enhancement initiatives of €26 million, is on track to deliver all initiatives by year end. The Group has also stated in the Interim Management Statement, its intention to pursue further cost saving opportunities, through on-going process review and improvement, in order to protect and grow margin. It is expected that these further cost saving initiatives will be implemented in 2014 and 2015.

The Company will continue to hold its strategic shareholding in APN, which it sees as a valuable and currently under-valued asset given its exposure to radio and outdoor advertising, as well as publishing.

Reasons for the Firm Placing and Placing and Open Offer Structure

In structuring the Capital Raise as a Firm Placing and Placing and Open Offer, the Directors have had regard to a number of important factors.

Within the framework agreed by the Company with its Lenders, the Company has flexibility as to how to implement the Final Stage Restructuring, recognising that, if a capital raise to raise €40 million (net of expenses) for payment to the Lenders were not implemented by 23 December, 2013, there would, subject to and in accordance with the terms of the Amendment, Restatement and Equitisation Agreement, be an automatic implementation of the Debt Equitisation.

Given the superior benefits which would be secured on implementation of the Capital Raise Option (in particular, the significantly greater debt reduction and more advantageous terms for the outstanding debt, including a longer period to maturity, and the lower level of Shareholder dilution than would result from a Debt Equitisation), the Board stated in the May Circular that it intended in the first instance to pursue the Capital Raise Option rather than the Non Capital Raise Alternative. The Board had also stated its preference to implement any such capital raise by way of a rights issue and it had therefore sought and received Shareholder approvals to facilitate such a rights issue at the June EGM.

However the Board also stated in the May Circular that its objective in implementing a Capital Raise was to achieve the best available terms for the issue of New Ordinary Shares in the interests of the Company and its Shareholders as a whole. On 18 November, 2013 the Company announced that, following consultation with existing and prospective investors, it expected that the Capital Raise would in fact be conducted by way of a firm placing and placing and open offer structure and not a rights issue. This structure  enables the achievement of a number of objectives for the Board in implementing the Capital Raise, including (i) securing confidence that (subject to conditionality around, inter alia, shareholder approvals) the required net proceeds to achieve the Restructuring will be available within the required timeframe; (ii) affording Qualifying Shareholders the opportunity to participate in the Capital Raise (via the Open Offer) on the same terms as those available to the participants in the Firm Placing and Placing; and (iii) the attraction of a level of new investment into the Company as it seeks to re-build the business following a long period of addressing significant challenges;

In addition, the Firm Placing and Placing and Open Offer structure provides greater transparency and certainty to Shareholders and potential investors by allowing substantial shareholders in the Group, whose support for the investment is considered a key validation of the Company's strategy and critical to a successful Capital Raise, the ability to participate in the Firm Placing and Open Offer on a committed basis.

After considering all of these factors, the Directors have concluded that the Firm Placing and Placing and Open Offer structure is the most suitable option available to the Company and its Shareholders, notwithstanding the attendant requirement for a further extraordinary general meeting. The Directors have also concluded that the pricing of the Capital Raise at the Issue Price, which is the price at which it was possible to procure the requisite level of firm commitments from participants in the Capital Raise, notwithstanding that it represents a discount of more than 10 per cent. to the closing price of the existing Ordinary Shares on 19 November, 2013 (being the last full trading day prior to the agreement of the terms of the Capital Raise) and therefore requires Shareholder approval, is appropriate in the circumstances and in the best interests of the Company and its Shareholders as a whole.

3. Use of Proceeds

The completion of the Capital Raise will secure the net proceeds of €40 million which the Company has agreed will be applied in the repayment of the Group's core debt. Under the terms of the Amendment, Restatement and Equitisation Agreement, completion of the Capital Raise and application of the net proceeds towards repayment of the Group's core debt will (subject to satisfaction of the conditions specified in that agreement including the allotment to the Lenders of the Lender Shares) reduce the Group's core debt to €118 million (with other facilities and credit lines of approximately €10 million in addition to the €10 million INM SA Escrow Related Debt).

4. Principal Terms of the Capital Raise

The Company intends to raise €43 million (gross) or approximately €40 million (net of expenses) through the issue of 614,285,714 New Ordinary Shares by way of a Firm Placing and Placing and Open Offer at €0.07 per New Ordinary Share. The Firm Placing and Placing and Open Offer is conditional, amongst other things, on Shareholder approval of the Resolutions (in the case of Resolution 2 (see 'Related Party Transaction' below), the approval of the Independent Shareholders), which will be sought at the Extraordinary General Meeting.

Funds to be raised under the Capital Raise are committed and/or underwritten through a combination of the Placing Commitments, including the Related Party Placing Commitment (in respect of in aggregate €25.0 million), the Irrevocable Undertakings, including the Related Party Irrevocable Undertaking (in respect of in aggregate €4.6 million) and an underwriting commitment from Davy (€13.4 million, of which €5.2 million is the subject of the Firm Placing (other than the Placing Commitments) and €8.2 million is the subject of the Placing which is subject to clawback under the Open Offer (that is, to the extent that New Ordinary Shares are subscribed for under the Open Offer, the allocation to participants in the Placing will be reduced accordingly)).

The Placing Commitments and the Irrevocable Undertakings have been provided by current shareholders, Mr. Denis O'Brien (further detail in relation to which commitments are set out under the section entitled 'Related Party Transaction' below), and Mr. Dermot Desmond, who is interested in 34,999,875 Ordinary Shares representing approximately 6.4% of the Existing Issued Share Capital of the Company. Mr. Dermot Desmond is not a related party of the Company for the purposes of the Listing Rules and accordingly his participation in the Firm Placing does not require independent Shareholder approval.

Firm Placing

The Company intends to raise approximately €30.2 million through a Firm Placing, at the Issue Price, of 430,812,954 New Ordinary Shares to Mr. Denis O'Brien (see 'Related Party Transaction' below), Mr. Dermot Desmond and certain institutional investors. The Firm Placing is not subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer.

The Firm Placing has been partially underwritten by Davy (€5.2 million, being the €30.2 million to be raised under the Firm Placing less the amount of the Firm Placing which is the subject of the Placing Commitments).

Application will be made to the Irish Stock Exchange and to the UK Listing Authority for the New Ordinary Shares to be issued under the Firm Placing to be admitted to listing on the Official Lists and application will be made to the Irish Stock Exchange and the London Stock Exchange for admission of these New Ordinary Shares to trading on their respective main markets for listed securities. It is expected that Admission will become effective on 18 December, 2013 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

The New Ordinary Shares issued under the Firm Placing, when issued and fully paid, will be identical to, and rank pari passu with, the Existing Ordinary Shares for all dividends or other distributions declared, made or paid after Admission.

Placing and Open Offer

The Company intends to raise approximately €12.8 million through a Placing and Open Offer of 183,472,760 New Ordinary Shares at the Issue Price.

Subject to the fulfillment of the terms and conditions of the Capital Raise, Qualifying Shareholders are being given the opportunity to subscribe for New Ordinary Shares pro rata to their existing shareholdings at the Offer Price on the basis of:

1 New Ordinary Share for every 3 Existing Ordinary Shares

held by Qualifying Shareholders and registered in their name at the Record Date.

Fractions of Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Fractional entitlements will be aggregated and will be placed pursuant to the Firm Placing for the benefit of the Company. Accordingly, Qualifying Shareholders with fewer than 3 Existing Ordinary Shares will not have the opportunity to participate in the Open Offer.

The Placing and Open Offer has been partially underwritten by Davy (€8.2 million, being the €12.8 million to be raised under the Open Offer less the amount of the Open Offer which is the subject of the Irrevocable Undertakings) subject to the terms and conditions set out in the Placing and Open Offer Agreement.

The New Ordinary Shares issued under the Placing and Open Offer, when issued and fully paid, will be identical to and rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after Admission.

Qualifying Shareholders may apply for any whole number of New Ordinary Shares up to their maximum entitlement which, in the case of Qualifying non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Open Offer Entitlements.

No application in excess of a Qualifying Shareholder's Open Offer Entitlement will be met, and any Qualifying Shareholder so applying will be deemed to have applied for his Open Offer Entitlement only.

Application will be made to the Irish Stock Exchange and to the UK Listing Authority for the New Ordinary Shares to be issued under the Placing and Open Offer to be admitted to listing on the Official Lists and application has been made to the Irish Stock Exchange and the London Stock Exchange for admission of the New Ordinary Shares to trading on their respective main markets for listed securities. Subject to the conditions below being satisfied, it is expected that Admission will become effective on 18 December, 2013 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

Application will be made for the Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 22 November, 2013. The Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 22 November, 2013. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be subscribed for under the Placing for the benefit of the Company. The Company is proposing to issue 183,472,760 New Ordinary Shares pursuant to the Placing at the Issue Price conditionally to institutional investors procured by Davy. The commitments of these placees are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the placees and/or other subscribers procured by Davy (failing which, to Davy as the underwriter subject to the terms and conditions of the Placing and Open Offer Agreement), with the net proceeds retained for the benefit of the Company. Neither of the Shareholders from whom Irrevocable Undertakings have been procured will be participating in the Placing.

Further information on the Firm Placing and on the Placing and Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in the Prospectus and, where relevant, in the Application Form.

The Firm Placing and the Placing and Open Offer are conditional, inter alia, upon:

(i) the passing of all of the Resolutions;

(ii) Admission becoming effective by not later than 8.00 a.m. on 18 December, 2013 (or such later time and/or date as the Company and Davy may agree); and

(iii) the Placing and Open Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms.

Accordingly, if any such conditions are not satisfied the Firm Placing and the Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

Related Party Transaction

Mr. Denis O'Brien is a related party of the Company for the purposes of the Listing Rules because he is a substantial shareholder in the Company (being a party which holds in excess of 10% of the currently issued share capital of the Company). Mr. O'Brien, as at the Latest Practicable Date, is interested in 164,473,651 Ordinary Shares, representing approximately 29.9% of the Existing Issued Share Capital of the Company. As Mr. O'Brien is participating in the Firm Placing in respect of in aggregate 195,023,991 New Ordinary Shares, this transaction is required to be classified under the Listing Rules. This investment by Mr. O'Brien under the Firm Placing is classified as a related party transaction of a magnitude requiring the approval of Independent Shareholders by way of a simple majority in general meeting. This approval is sought in Resolution 2 to be considered at the EGM. Mr. O'Brien has undertaken to take all reasonable steps to ensure that his associates (as defined in the Listing Rules) do not vote on Resolution 2. As stated in the Circular, the Independent Directors believe that the participation by Mr. O'Brien in the Firm Placing in respect of 195,023,991 New Ordinary Shares, which will be on the same terms and other than the approval of Resolution 2, subject to the same conditions as the participation of all other participants, is fair and reasonable and in the best interests of Shareholders as a whole and the Independent Directors have been so advised by Davy, as sponsor to the Company.

Mr. O'Brien is not participating in the Placing as he has also irrevocably committed to subscribe for his pro rata Open Offer Entitlements in full. Following the Completion of the Firm Placing and Placing and Open Offer, and the issue of the Employee Shares and the Lender Shares, Mr. O'Brien will be interested in 414,322,192 Ordinary Shares representing approximately 29.9% of the Enlarged Issued Share Capital of the Company (the same percentage interest in the Existing Issued Share Capital which he currently holds). For the period between the completion of the Capital Raise and the coincident issue of the Employee Shares, and until the issue of the Lender Shares, which under the agreements in place with the Lenders, will only occur on the Capital Raise Effective Date (no later than 23 December, 2013) the interests of Mr. O'Brien will represent 33.6% of the then issued share capital of the Company. The consent of the Irish Takeover Panel has been sought and received so as to permit this temporary breach of the 30% threshold (the level at which a mandatory offer obligation arises under Rule 9 of the Irish Takeover Rules) without Mr. O'Brien being required to make a mandatory offer. Further information in relation to this waiver is contained in the Circular.

Participation by Mr. Dermot Desmond

Mr. Dermot Desmond, the other Shareholder who has also provided an Irrevocable Undertaking and a Placing Commitment, has committed to participating in the Firm Placing in respect of 37.4 per cent. thereof (being such proportion of the Firm Placing as will, together with Mr. Desmond's Open Offer Entitlements, result in his holding 207,982,106 Ordinary Shares, representing 15 per cent. of the Enlarged Issued Share Capital of the Company). Mr. Desmond is not participating in the Placing as he has also irrevocably committed to subscribe for his pro rata Open Offer Entitlements in full. Accordingly following the completion of the Capital Raise, the issue of the Lender Shares and the issue of the Employee Shares, his interest in the Company will be 207,982,106 Ordinary Shares representing 15 per cent. of the Enlarged Issued Share Capital of the Company.

5. Lender Shares and Employee Shares

Under the Amendment, Restatement and Equitisation Agreeement, the Company has agreed, on implementation of the Capital Raise Option, to issue new Ordinary Shares to the Lenders representing €10 million and in aggregate not less than 11% of the Enlarged Issued Share Capital. The Company will, accordingly, issue to the Lenders 152,517,988 NewOrdinary Shares following completion of the Capital Raise (the "Lender Shares").

At the Annual General Meeting held on 5 September, 2013, shareholders approved the establishment of a new employee share scheme, as well as a new employee benefit trust (the "EBT"), to be operated on a "once off" basis with a view to partially compensating employees and former employees of the Group (including executive directors) who are active or deferred members of certain of the DB Pension Schemes and whose pension entitlements have been significantly reduced as a result of the restructuring of the DB Pension Schemes. It is anticipated that in the event that the Capital Raise completes, the Company will issue to the trustees of the EBT, for allocation to such employees and former employees, 69,325,392 New Ordinary Shares representing 5% of the Enlarged Issued Share Capital of the Company. In the event that the Capital Raise does not complete and the Debt Equitisation occurs, the Company will issue to the trustees of the EBT, for allocation to such employees and former employees,  such number of new Ordinary Shares as would represent 5% of the then enlarged issued share capital of the Company.

6. Current Trading and Prospects

On 15 October, 2013 the Company released its Interim Management Statement (''IMS'') in respect of the period since 1 July, 2013. At that time the Company advised of a noticeable improvement in advertising revenue performance in the period since the beginning of June. The rate of decline in newspaper advertising revenues slowed to 8.1 per cent. year on year in the period (since 1 July, 2013), compared to a decline of 14.6 per cent. in the first six months. Online revenues increased by 18.2 per cent. in the period since 1 July, 2013 compared to 8.2 per cent. in the first 6 months, resulting in 11.9 per cent. growth in the year to 11 October, 2013. Circulation revenues were broadly unchanged with revenue reducing 5.1 per cent. in the period since 1 July, 2013 compared to a reduction of 4.4 per cent. in the first six months. Cost reduction in the year to 11 October, 2013 was 8.3 per cent., helping to deliver a 3.8 per cent. increase in operating profits to 11 October, 2013. Trading in the four week period year on year from 11 October, 2013 to 8 November, 2013 has been broadly in line with the performance seen since 1 July, 2013 and as reported in the IMS on 15 October, 2013, with both newspaper advertising revenue (-5.8 per cent.) and circulation revenue (-3.2 per cent.) showing an improvement on their performance compared with the period from 1 July, 2013 to 11 October, 2013 and online revenues (+10.4 per cent.) showing a slightly reduced rate of growth. Costs continue to show savings versus the prior year, albeit the level of year on year savings has reduced to 5.6 per cent. (in the four weeks) given the impact of Project Resolute savings in the prior year, together with the impact of the Group's digital investment in the current year.

Prospects

While the Irish economy still has challenges ahead, there has been some stabilisation in property prices, consumer sentiment has improved and consensus forecasts indicate Irish economic growth in 2014 and 2015. INM has market leading newspaper positions, an evolving digital strategy, an increasingly efficient cost base, strong operating leverage, and in the event of the completion of the Capital Raise, a stable financial platform. Accordingly, the Board believes the INM Group is well positioned to convert any improvement in advertising revenues into improved bottom line performance.

7. Importance of approval of the Resolutions

In the event that the Shareholders do not approve the Resolutions, the Firm Placing and the Placing and Open Offer will not complete. The committed funds available to the Group under the Placing Commitments, the Irrevocable Undertakings and the Placing and Open Offer Agreement will not then be available to the Group and it is expected that there will be insufficient time remaining before 23 December, 2013 for the Company to successfully execute a Capital Raise by way of any alternative structure not requiring new shareholder approvals (such as a rights issue). Due to the rules relating to the trading of nil paid rights, it would be necessary that any rights issue conducted by the Company is the subject of underwriting and/or irrevocable participation commitments in respect of the full amount necessary to achieve the debt repayment agreed under the Amendment, Restatement and Equitisation Agreement (that is, €40 million net proceeds). There can be no certainty that such firm commitments would be available, or if available would be available on terms which could be secured by the Company. On that basis, the Firm Placing and Placing and Open Offer structure has been pursued because it has facilitated (through the attraction of participants in the Firm Placing) essential certainty as to the availability of funds, and the Board does not believe the same level of support would be available for a rights issue structure.

In this circumstance, it is likely that the Non Capital Raise Alternative would be implemented or, by default in the absence of the Company actively seeking to implement the Non Capital Raise Alternative, the Debt Equitisation would occur. All of the Shareholder approvals are in place to facilitate the Debt Equitisation. The impact for the Company and for Shareholders of the Debt Equitisation occurring rather than a Capital Raise include very significant dilution by way of the Debt Equitisation, the Lenders in aggregate holding 70% of the Enlarged Issued Share Capital of the Company, higher debt levels on less preferable terms (including higher interest costs) subsisting in the Group and the likelihood of a sale of the shareholding in APN. The Circular contains further risk factors in relation to this circumstance.

8. Extraordinary General Meeting

A notice convening the Extraordinary General Meeting will be set out in the Circular. The Extraordinary General Meeting will be held on 16 December, 2013 at 10.00 a.m. at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland. A Form of Proxy will be enclosed with the Circular.

The Extraordinary General Meeting is being held for the purpose of considering and, if thought fit, passing the resolutions that will be set out in the Circular.

DEFINITIONS

In this Announcement, the following expressions have the following meaning unless the context otherwise requires:

ENDS