Independent News & Media Regulatory News (INM)

2 Oct 2007 17:31

Independent News & Media PLC02 October 2007 NZ$250M CONVERTIBLE NOTE ISSUE Ticker: (Reuters) INWS.I / INWS.L and (Bloomberg) INWS ID / INWS LN Dublin/ London - 2nd October 2007: Independent News & Media PLC ('INM' or the'Group'), a leading international media and communications group, todayannounced that its wholly owned subsidiary, INM New Zealand Securities Limited('INMNZS'), has entered into a subscription agreement with Equity Partners Media& Communications Limited ('EPM&C') under which EPM&C agreed to subscribe for,and INMZS agreed to issue, 250 million 10 year NZ$1.00 convertible notes('Notes'). In accordance with the terms of the subscription agreement, theNotes have been issued to EPM&C, partly paid as to NZ$2.5 million, with thebalance of NZ$247.5 million expected to be paid pre year-end, subject inter aliato market conditions and such agreement not being terminated by either party inaccordance with its terms. Fully paid Notes will mature on 30th September 2017 and will be redeemed at facevalue by INMNZS on that date. Alternatively, at the option of the holder, theNotes may be converted, once fully paid, at any time prior to maturity intoPreference Shares in INMNZS, on the basis of 1 Preference Share for each Noteheld. Preference Shares in INMNZS may be exchanged for INM Ordinary Shares ofnominal value €0.30 each, at the option of the holder, at any time up to 30thSeptember 2017. Subject to a cap and collar, the exchange price for INMOrdinary Shares will be calculated based on the 10 trading day volume weightedaverage price up to and including 22nd October 2007, plus a premium of 27.5%(using the average rate of exchange for buying New Zealand Dollars with Euroover the same period). Interest will accrue on the fully paid Notes on a quarterly basis in arrears ata rate of 8.95% per annum. However, INM intends to swap this fixed New Zealandrate into a lower fixed Euro rate. The Notes are guaranteed by INM on asubordinated basis but rank ahead of INM's equity. The net proceeds from the issue are expected to be used, subject, inter alia, tothen prevailing market conditions and the capital requirements of INM, to redeemin full the €125 million 8% Guaranteed Subordinated Notes due 2008 issued byIndependent News & Media Finance (Ireland) plc, a wholly owned subsidiary ofINM, and for general corporate purposes. The use of the net proceeds in thismanner will extend part of INM's debt maturity profile to 2017. Commenting on the issue of the Notes, Sir Anthony O'Reilly, Chief ExecutiveOfficer of INM said: "This issue of Notes continues INM's efficient capital management policy byreplacing the maturing NZ$225 million Cumulative Exchangeable Preference Sharesin the New Zealand market; providing funds to repay the 8% GuaranteedSubordinated Notes prior to their maturity, thereby extending the Group's debtmaturity profile at a reduced cost; introducing a new investor class to theGroup; and increasing the Group's financial flexibility, thus enhancing itsability to capitalise upon opportunities in targeted strategic growth areas." The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absentregistration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes have been issued to a New Zealand investment fund. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security. Ends. 2nd October 2007 For further information, please contact: Donal Buggy Chief Financial Officer +353 1 466 3200 +------------------------------------------------------------------------------+|Media |+--------------------------+------------------------+--------------------------+|Pat Walsh |Rory Godson |Paul Keary |+--------------------------+------------------------+--------------------------+|Murray Consultants |Powerscourt Media |Financial Dynamics (New ||(Dublin) |(London) |York) |+--------------------------+------------------------+--------------------------+|Tel: +353 1 498 0300 |Tel: +44 207 236 5619 |Tel: +1 212 850 5600 |+--------------------------+------------------------+--------------------------+|Investors and Analysts | | |+--------------------------+------------------------+--------------------------+| | | |+--------------------------+------------------------+--------------------------+|Mark Kenny/ Jonathan | | ||Neilan | | |+--------------------------+------------------------+--------------------------+|K Capital Source (Dublin) | | || | | |+--------------------------+------------------------+--------------------------+|Tel: +353 1 631 5500 | | |+--------------------------+------------------------+--------------------------+|Email: | | ||INM@kcapitalsource.com | | |+--------------------------+------------------------+--------------------------+ About Equity Partners Media & Communications Fund Equity Partners Media & Communications Fund ('EPM&C') is from the stable ofEquity Partners Asset Management. EPM&C is a newly established fund for thepurpose of investing in quality media and communications assets. Equity Partners Asset Management group is a privately owned New Zealandintegrated asset management firm which gives New Zealanders the opportunity toinvest in high quality, high-yielding global assets. Through global relationships, Equity Partners identifies, secures and structuresattractive assets for investment access locally through unique New Zealand-basedvehicles. As an integrated asset manager, Equity Partners is a cornerstone investor in thefunds alongside other investors. This means Equity Partner's interests arealigned with those of other investors. Equity Partners senior personnel have investment expertise and affiliationsacross the infrastructure, real estate, industrial, media and financial sectors. For more about EPM&C or Equity Partners Asset Management go to www.epam.co.nz orcontact CEO, Jason Dale (+64 21 359 017). Independent News & Media PLC ('INM') is a leading international newspaper andcommunications group, with its main interests in Australia, India, Ireland, NewZealand, South Africa and the United Kingdom. Spanning four continents, 10 majormarkets and 21 individual countries, INM has market-leading newspaper positionsin Australia (regional), India, Ireland, New Zealand and South Africa. In theUnited Kingdom, it publishes the flagship national title, The Independent, aswell as being the largest newspaper group in Northern Ireland. Across these regions, the Group publishes over 180 newspaper and magazinetitles, delivering a combined weekly circulation of over 31 million copies witha weekly audience of over 100 million consumers and includes the world's largestread newspaper, Dainik Jagran, in India. The Group has established a strong andgrowing online presence, with over 100 editorial and classified sites. INM is the largest radio operator - over 130 stations and an audience of almostsix million people - and outdoor advertising operator in Australasia and alsohas leading outdoor advertising positions in Hong Kong, Malaysia, India,Indonesia and across Africa. The Group has grown consistently over the last 15 years by building ageographically unique and diverse portfolio of market leading brands, and todaymanages gross assets of €4.1 billion, revenue of €1.8 billion and employsapproximately 9,600 people worldwide. Further information is available on theGroup's website www.inmplc.com. This information is provided by RNS The company news service from the London Stock Exchange