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 AT THE END OF THE ANNOUNCEMENT.

UPDATE ON CAPITAL RAISE

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

18 November, 2013 Dublin/London: The Board of Independent News & Media PLC ("INM" and/or the "Company" and together with its subsidiaries, the "INM Group" or the "Group") is pleased to provide the following update in relation to its proposed capital raise ("Capital Raise").

The proposed Capital Raise, intended to raise €40 million net of expenses, represents the final stage of the restructuring agreed by the Company with its lenders earlier this year (the "Restructuring"). Completion of the Capital Raise and further debt paydown of €40 million, together with the issue of new ordinary shares representing €10 million in value and constituting not less than 11% of the Enlarged Issued Share Capital of the Company(1) to the Group's lenders (the "Lender Shares") will result in a material reduction in the Group's core debt to €118 million plus other facilities and credit lines of approximately €10 million(2). The completion of this final stage will provide INM with financial stability and give it a firm platform to implement its business plan and strategic repositioning and will also significantly lower the Group's annual interest costs and extend INM's debt maturity profile.

Structure of the Capital Raise

The Board had previously stated its preference to conduct the Capital Raise by way of a rights issue, and sought and received shareholder approval to do so on 17 June, 2013. Following consultation with existing and prospective investors it is expected that the Capital Raise will be conducted, subject, inter alia, to shareholder approval, through a firm placing and placing and open offer (the "Firm Placing and Placing and Open Offer"). Under the Firm Placing and Placing and Open Offer, a portion of the new ordinary shares to be issued under the Capital Raise will be placed firm with existing and new individual and institutional shareholders, and a portion will be conditionally placed subject to clawback by existing shareholders under the Open Offer. Davy is acting for the Company in respect of the Capital Raise.

Reasons for the Structure of the Capital Raise

The Firm Placing and Placing and Open Offer will enable 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 existing 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. The Firm Placing is expected to represent approximately 70% of the Capital Raise and the Open Offer approximately 30%.

Participation of Key Shareholders

A number of key shareholders in the Company, whose shareholdings represent in aggregate 36.3% of the existing issued share capital of the Company, have indicated their intentions to participate in the Firm Placing and Open Offer. In the case of the largest shareholder, Mr. Denis O'Brien, this indicated participation will result in the maintenance, but not an increase, in the percentage interest held by Mr. O'Brien in the Enlarged Issued Share Capital of the Company(1) (that is, approximately 29.9%), and, in the case of Mr. Dermot Desmond, will result in his percentage interest increasing from approximately 6.4% to 15% of the Enlarged Issued Share Capital of the Company(1).

Further Announcements

Further announcements in relation to the Firm Placing and Placing and Open Offer, including the issue price and the timetable for implementation of the Capital Raise, will be made in due course.

- ENDS -

Notes:

(1) The Enlarged Issued Capital of the Company will include the existing issued share capital together with the new ordinary shares to be issued pursuant to the Capital Raise, the Lender Shares and the shares to be issued to INM employees under the INM PLC Employee Benefit Trust approved by shareholders at the Company's annual general meeting in September 2013.

(2) The Group has an additional €10 million of escrow-related debt, offset by €10 million cash placed in escrow, to cover future potential warranty claims relating to the sale of Independent News & Media (South Africa) Limited.

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.

It is proposed that J&E Davy ("Davy") will act as, inter alia, sponsor, bookrunner and broker 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).