Independent News & Media Regulatory News (INM)

15 Sep 2009 16:55



Independent News & Media PLC

Requisition of Further Extraordinary General Meeting

Dublin/London - 15th September 2009: Independent News & Media PLC ("INM" or "the Company") confirms that it has received a letter on behalf of Mr. Denis O'Brien seeking the convening of another extraordinary general meeting of INM. The request follows Mr. O'Brien's requisition notice of 3rd September 2009 dealing with, inter alia, his proposal to remove the chairman off the Board and the replacement of the senior independent director. 

Mr. O'Brien's latest requisition notice proposes a resolution to revoke the Director's authority to allot and issue relevant securities for the purposes of Section 20 of the Companies (Amendment) Act 1983. This authority was previously proposed unanimously by the Directors, including Mr. O'Brien's three representatives on the Board, in advance of the annual general meeting in June 2009, and was approved by shareholders at that meeting, receiving votes in favour representing 99.83% of the shares voted. 

Revocation of this existing valid authority, during this difficult and rapidly developing period as the Company pursues its restructuring discussions, would undermine the Board's efforts to find the optimal solution for the Company (and its shareholders, creditors and other stakeholders) and consequently risks damaging all such interests. The Company has previously noted that it is difficult to see how Mr. O'Brien's unilateral actions heretofore assist in the positive resolution of the Company's financial restructuring.

The Company notes that Mr O'Brien has been specifically requested to let the Company have details of any credible restructuring proposal that he may wish to put forward and that he has to date failed to do so. This is despite the fact that his representatives have been closely involved in the restructuring discussions from the outset. INM again invites Mr. O'Brien to put forward a restructuring proposal, capable of winning support of all key stakeholders. His apparent personal antagonism towards the Board and management and his very public campaign in that regard only serves to damage the trading prospects, staff morale and reputation of INM, and ultimately destroys value in the Group and hinders a consensual refinancing solution, outside a court administered process, being achieved. 

The Board will make a further announcement in due course.

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