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 THIS ANNOUNCEMENT.

Independent News & Media PLC

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

Results of Open Offer

Dublin/London- 16 December, 2013: On 21 November, 2013 Independent News & Media PLC ("INM" or "the Company") announced details of a proposed Firm Placing and Placing and Open Offer ("the Capital Raise") to raise approximately €43 million through the issue of in aggregate 614,285,714 New Ordinary Shares at an issue price of €0.07 per New Ordinary Share with 430,812,954  New Ordinary Shares to be issued through the Firm Placing and 183,472,760 New Ordinary Shares to be issued through the Placing and Open Offer.

The Open Offer closed for acceptances at 11.00 a.m. on 13 December, 2013. INM is pleased to announce that it has received valid acceptances under the Open Offer in respect of 158,321,730 Open Offer Shares from Qualifying Shareholders. This represents approximately 86.3 per cent. of the Open Offer Shares offered pursuant to the Open Offer.

Accordingly, the remaining 25,151,030 Open Offer Shares, representing approximately 13.7 per cent. of the New Ordinary Shares to be issued through the Placing and Open Offer, have been allocated to the investors with whom they had been conditionally placed. 

The Capital Raise is conditional upon, amongst other things, the approval by Shareholders of all of the Resolutions at the Extraordinary General Meeting (which is convened to be held in Dublin at 10.00 a.m. today) and upon Admission. 

Following the completion of the Capital Raise (scheduled to occur on 18 December, 2013) and the issue of 69,325,392 New Ordinary Shares to the trustees of the Employee Benefit Trust (which is also scheduled to occur on 18 December, 2013), INM will have a total of 1,234,029,387 Ordinary Shares in issue (excluding treasury shares). An additional 152,517,988 New Ordinary Shares are expected to be issued to Lenders on 23 December, 2013 in accordance with the terms of the Restructuring of which the Capital Raise forms part. Following the issue of the Lender Shares INM will have a total of 1,386,547,375 Ordinary Shares in issue (excluding treasury shares).

Set out below is an expected timetable of principal events in relation to the completion of the Capital Raise. 

Notes:

(1) The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the Irish Stock Exchange, the UK Listing Authority, the London Stock Exchange plc, and, where appropriate, Qualifying Shareholders by means of an announcement through a Regulatory Information Service.

(2) References to times in the timetable are to Dublin times unless otherwise stated.

This announcement should be read in conjunction with the full text of the prospectus relating to the Capital Raise published by the Company on 21 November 2013 ("the Prospectus"). All capitalised/defined terms in this announcement have the same meaning as those contained in the Prospectus.

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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. Copies of the Prospectus and the Circular are 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 "expects" 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. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect INM's current view with respect to future events. 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).