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Capital Refinancing Plan

9 May 2014 07:00

RNS Number : 6872G

Johnston Press PLC

09 May 2014

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. 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 THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED TODAY IN CONNECTION WITH THE PLACING AND THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE AT THE OFFICES OF ASHURST LLP, BROADWALK HOUSE, 5 APPOLD STREET, LONDON EC2A 2HA AND ON THE WEBSITE OF JOHNSTON PRESS PLC AT WWW.JOHNSTONPRESS.CO.UK.

09 May 2014

Johnston Press PLC

CAPITAL REFINANCING PLAN

Johnston Press PLC ("Johnston Press" or the "Group") today announces a £360.0 million capital refinancing plan, which comprises the following five components (the ''Capital Refinancing Plan''):

· the raising of gross proceeds of approximately £2.3 million through a Placing of 13,676,149 New Placing Shares at a Placing Price of 17.0 pence per New Placing Share;

· the raising of gross proceeds of approximately £137.7 million through the issue of 4,589,637,232 New Ordinary Shares at 3.0 pence per Rights Issue Share by way of a Rights Issue;

· the raising of gross proceeds of approximately £220.0 million through the issue of the New Bonds, comprising senior secured fixed rate bonds to be issued by the New Bonds Issuer, which are expected to mature in 2019;

· entry into a £25 million New Revolving Credit Facility, which is expected to mature in 2018; and

· revisions to the schedule of pension contributions, modifications to the funding arrangements and associated matters pursuant to the Framework Agreement.

The Capital Refinancing Plan will deliver the Group's key objectives of:

· accelerating the deleveraging of the Group's balance sheet; and

· extending the maturity profile of Johnston Press' financing arrangements, by replacing and refinancing the Existing Lending Facilities and Private Placement Notes and weighting the maturity of the Group's financing arrangements to the 2018 financial year and beyond.

As a result of the Capital Refinancing Plan, the Existing Lending Facilities and the Private Placement Notes will be repaid and redeemed (as the case may be) in full and, respectively, cancelled and the Framework Agreement will be entered into with the Plan Trustees.

The Capital Refinancing Plan is subject to the approval by Johnston Press' shareholders at a general meeting to be held at Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at 9.00 a.m. on 27 May 2014.

A Prospectus in connection with the Placing and Rights Issue and the General Meeting is expected to be published on the Company's website today.

Panmure Gordon is acting as sponsor, Panmure Gordon and JP Morgan Cazenove are acting as joint bookrunners and joint underwriters, and Rothschild is acting as financial adviser, in relation to the Capital Refinancing Plan.

Ashley Highfield, Chief Executive Officer, stated:

"Johnston Press has already achieved much in turning around our business performance, with 2013 marking a return to underlying operating profit growth for the first time in seven years. The refinancing of the business is another key milestone for the Company and I am delighted to be announcing this Capital Refinancing Plan.

Investor & analyst call

A conference call for investors and analysts will be held at 8.00 a.m. BST today, Friday 09 May 2014:

Please see the conference call dial in details below:

Number: +44 (0) 20 3427 1903

Participant Pin: 9238905

A replay of the audio cast will be available on the Group website www.johnstonpress.co.uk as soon as possible following the call.

The announcement will be available at www.johnstonpress.co.uk

For further information, please contact:

Johnston Press

Ashley Highfield, Chief Executive Officer

David King, Chief Financial Officer

Jane Muirhead, Group Head of PR

+44 (0) 20 7612 2616

Buchanan

Richard Oldworth/Sophie McNulty/Clare Akhurst

+44 (0) 20 7466 5000

Panmure Gordon

Investment Banking: Dominic Morley/Andrew Potts

Corporate Broking: Adam Pollock/Maisie Atkinson

+44 (0) 20 7886 2500

JPMorgan Cazenove

Nicholas Hall

+44 (0) 20 7742 4000

IMPORTANT NOTICE

The defined terms set out in the Appendix apply in this announcement.

This announcement has been issued by and is the sole responsibility of Johnston Press PLC ("Johnston Press" or the "Company"). A copy of the Prospectus when published will be available at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA and on the Company's website at www.johnstonpress.co.uk provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) in the United States, Canada, Australia, Japan or the Republic of South Africa. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus will give further details of the Placing Shares, New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Placing and Rights Issue.

This announcement is not a prospectus but an advertisement and investors should not acquire any New Bonds, Placing Shares, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus or related offering memorandum in the case of the New Bonds. 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.

Each of Rothschild, Panmure Gordon and JP Morgan Cazenove and their respective nominated affiliates are acting for Johnston Press and no one else in connection with the Placing and the Rights Issue, and will not be responsible to anyone other than Johnston Press for providing the protections afforded to its clients or for providing advice in relation to the Placing and the Rights Issue or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild, Panmure Gordon and JP Morgan Cazenove by the FSMA or the regulatory regime established thereunder, none of Rothschild, Panmure Gordon and JP Morgan Cazenove accepts any responsibility whatsoever and makes no representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters, the Rights Issue or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of Rothschild, Panmure Gordon and JP Morgan Cazenove accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement.

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 the New Bonds, Placing Shares, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights 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 information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, Japan or the Republic of South Africa and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company or the New Bonds Issuer in the United States, Canada, Australia, Japan or the Republic of South Africa. None of the New Bonds, the Placing Shares, Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares have been or will be registered under the US Securities Act of 1933 (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States or the securities legislation of any province or territory of Canada, Australia, Japan or the Republic of South Africa. Accordingly, the New Bonds, Placing Shares, Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States absent registration, or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with state securities laws, or in or into Canada, Australia, Japan or the Republic of South Africa except in accordance with applicable law. There will be no public offer of New Bonds, Placing Shares, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States, Canada, Australia, Japan or the Republic of South Africa.

The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of New Bonds, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter 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 Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States, Canada, Australia, Japan or the Republic of South Africa.

This announcement does not constitute a recommendation concerning the Placing and Rights Issue or the New Bonds. The price and value of 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.

This announcement has been prepared for the purposes of complying with applicable law and regulations in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

No incorporation of website information

The contents of the Company's website or any website mentioned in this announcement or any website directly or indirectly linked to the Company's website have not been verified and do not form part of this announcement and investors should not rely on it.

Information regarding forward-looking statements

This announcement includes forward-looking statements. The words ''believe'', ''anticipate'', ''expect'', ''intend'', ''aim'', ''plan'', ''predict'', ''continue'', ''assume'', ''positioned'', ''may'', ''will'', ''should'', ''shall'', ''risk'' and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts. In particular, any statements regarding the Company's strategy, dividend policy and other future events or prospects are forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's control. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that the Company's actual results of operations, financial condition and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurances as to future results. Save for those forward-looking statements required by the Listing Rules, Disclosure Rules and Transparency Rules and/or the Prospectus Rules, the Company undertakes no obligation to update these forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from events or circumstances arising after the date of this announcement. The Company will comply with its obligations to publish updated information as required by law or by any regulatory authority but assumes no further obligation to publish additional information.

09 May 2014

Johnston Press plc

LETTER FROM THE CHAIRMAN OF JOHNSTON PRESS PLC

1. INTRODUCTION

Your Board has today announced that the Company proposes to raise approximately £140.0 million (before expenses) by way of a Placing and the Rights Issue of which approximately £2.3 million (before expenses) will be raised by way of the Placing, and £137.7 million (before expenses) will be raised by way of the Rights Issue. Your Board also announced the refinancing of the Group's Existing Lending Facilities and Private Placement Notes through the securing of the New Bonds and the New Revolving Credit Facility, totalling £245.0 million, and £140.0 million through the Placing and the Rights Issue.

The Placing comprises in aggregate 13,676,149 New Placing Shares, which are to be conditionally placed at a price of 17.0 pence per New Placing Share (which represents a 27.7 per cent discount to the closing middle-market price per Ordinary Share on 7 May 2014, the latest practicable date prior to publication of the Prospectus). In addition, the Placing comprises in aggregate 83,363,448 Existing Placing Shares, owned by Gromwell and Tindle Press, which are to be conditionally placed at a price of 17.0 pence per Existing Placing Share.

The Rights Issue is to be made as a 6.52 for 1 rights issue of up to 4,589,637,232 New Ordinary Shares at a price of 3.0 pence per New Ordinary Share which represents:

• a 87.2 per cent discount to the closing middle-market price per Ordinary Share on 7 May 2014, the latest practicable date prior to publication of the Prospectus;

• a 47.5 per cent discount to the theoretical ex-rights price of an Ordinary Share, when calculated by reference to the closing middle-market price of 23.5 pence per Ordinary Share on 7 May 2014, the latest practicable date prior to publication of the Prospectus; and

• a discount of 38.3 per cent to the theoretical ex-rights price under the Rights Issue calculated by reference to the Placing Price.

The Placing and the Rights Issue has been fully underwritten by Panmure Gordon and JP Morgan Cazenove. The New Placing Shares to be issued pursuant to the Placing will rank pari passu with the Existing Ordinary Shares, including for the Rights Issue. The New Ordinary Shares to be issued under the Rights Issue, when fully paid, will rank pari passu with the Existing Ordinary Shares. Panmure Gordon is acting as sponsor, and joint underwriter to Johnston Press. JP Morgan is acting as joint bookrunner and joint underwriter to Johnston Press. Rothschild is acting as financial adviser to Johnston Press.

In view of the requirement to seek authority from Shareholders to, inter alia, allot the New Ordinary Shares, to issue the New Placing Shares at the Placing Price, and to implement the Capital Reorganisation, there will be a General Meeting on 27 May 2014. Notice of this meeting is set out at the end of the Prospectus.

The purpose of this letter is to provide you with details of, and the background to, the Placing and the Rights Issue, to explain why the Board strongly believes the Placing and the Rights Issue to be in the best interests of the Company and Shareholders as a whole and to recommend that you vote in favour of the Resolution set out in the notice of the General Meeting at the end of the Prospectus.

2. BACKGROUND TO AND REASONS FOR THE PLACING AND THE RIGHTS ISSUE

Johnston Press is one of the largest local and regional multimedia companies in the UK in terms of the number of titles published and audience reach (Source: Audit Bureau of Circulations) and announced on 1 April 2014 the disposal of its trade and other assets of its Republic of Ireland operations. The Group provides news and information services to local and regional communities through its portfolio of publications and websites, which at the date of the Prospectus, consists of 13 paid-for daily newspapers, 196 paid-for weekly newspapers, 39 free titles, 10 lifestyle magazines and 198 local news and e-commerce websites. Johnston Press operates in eight regions: Scotland, the North East, West Yorkshire, the North West & Isle of Man, South Yorkshire, the South, Midlands and Northern Ireland. The Group delivers extensive coverage of local news, events and people in the markets in which it operates.

Recent years have been challenging for the Group as the UK economy was in recession and its rate of growth has declined. Across the newspaper industry generally there has been a structural decline in print advertising, which has required industry participants to deliver additional revenue streams. In response to this, Johnston Press has embarked on expanding its product offerings over the past couple of years.

Since the appointment of Ashley Highfield as the Company's Chief Executive Officer in November 2011, the Group has focussed on developing a strategy for the future, at the same time as maintaining current business performance in a challenging market and looking for opportunities to drive further operational savings.

Whilst acknowledging that newspapers will remain a primary revenue stream for many years to come, the web and apps, accessed from PCs, tablets and smartphones, are becoming as important, if not more so, as an access method for an increasing percentage of the Group's audience. The Group is aiming to put digital at the heart of its business and therefore digital remains key to the Group's future.

Future Strategy

The Group set out its future strategy in April 2012 (the ''Future Strategy'') which is comprised of the following:

• continue building overall audiences;

• grow digital substantially;

• return to revenue growth;

• maintain cost leadership;

• grow profitability; and

• focus on cash generation.

Operational Performance

The Group has continued to build on the progress in operating performance in the 2013 financial year with the first increase in underlying operating profit for seven years in 2013 of 2.5 per cent.

Operating profit margins increased to 18.7 per cent for 2013 as a result of the continuing focus on costs. The cost base in the 2013 financial year reduced by £33.7 million (12.4 per cent) compared with the 2012 financial year.

The reduced rate of decline in total revenues is encouraging with revenues for the second half of 2013 down 6.4 per cent year on year. Advertising revenue decline for 2013 reduced to 10.0 per cent year on year compared with a 13.8 per cent decline in advertising revenue reported in the first half of 2013. The Group's key advertising revenue lines have benefited from a number of factors including its continued investment in its digital strategy, an improved sales process and a better economic outlook for the UK.

Following the completion of the re-launch of the Group's titles, print circulation revenue decline was 4.4 per cent in the second half of 2013 (H1 2013: 5.1 per cent).

A key objective during 2013 has been to maintain the accelerating growth of Digital revenues by investing in new digital products such as the SMEs marketing services, Digital Kitbag. In September 2013, the re-launch of the Group's 185 websites was completed and this investment combined with sharing its content online is starting to deliver results in terms of audience growth and site visits. Monthly unique digital users reached 13.1 million in December 2013, up 45 per cent year on year and now over a third of the Group's users are accessing the Group's news websites through mobile devices.

Moreover, digital revenues in 2013 were up by 19.4 per cent compared to 2012 to £24.6 million. This accelerating trend is underpinned by the Group's drive to improve Group digital conversion, which is now at 48 per cent, meaning that almost half of the Group's local display print advertisers are now also advertising with the Group online, and this continues to improve across the business. In many parts of the UK, digital revenues now account for approximately 15 per cent of the Group's overall advertising revenues.

Although the economic outlook is not without challenges, the Group continues to see momentum in the business, underpinned by the re-structuring and re-focusing of the business, an increasingly stable advertising market and growth in circulation and digital revenues.

The Group remains focused on adapting the business to the changing environment in which the Group operates and the Directors believe that the point where digital growth will offset any further decline in print advertising has almost been reached so that the Group can return to overall top line growth. The Directors therefore believe that an equity fundraising as well as a general restructuring of its capital structure will provide the Company with greater financial flexibility and a better platform from which to continue to pursue its Future Strategy.

3. THE CAPITAL REFINANCING PLAN

Capital structure background and review

Over recent years, the Group has continued to pay down its debt, through a strategy of using its strong operating cash flow, non-recurring revenues and sales of non-core assets. It has therefore been able to reduce its net debt by more than 30 per cent from £476.8 million as at 31 December 2008 to £302.0 million as at 28 December 2013 (including PIK interest accrual but excluding term debt issue costs) (£281.7 million excluding PIK interest accrual and term debt costs).

Johnston Press and News International reached an agreement on termination of News International printing contracts, which resulted in Johnston Press receiving termination payments of £30.0 million and £10.0 million in 2012 and 2013, respectively. Whilst these monies were used to repay Group borrowings, the partial termination of the printing contract impacted the Group's profitability by reducing revenues by £10.0 million in the 2012 financial year. The News International contracts contributed £7.0 million to Group operating profits in the 2011 financial year, the last full year of those contracts.

The impact of the loss of profits from the News International contracts has caused the Group to operate closer to its financial covenants than was originally intended by both the Group and its lenders, and this was part of the reason for Johnston Press agreeing with its existing creditors under the Override Agreement to reset its financial covenants, which was announced on 27 December 2013.

The Board believes that additional steps to address the Group's capital structure and significant level of leverage are needed, particularly given the maturities of the Existing Lending Facilities and the Private Placement Notes in September 2015, and the contractual tightening of certain of the Group's covenants in the Existing Lending Facilities and the Private Placement Notes from December 2013, which potentially could act as a significant constraint on the further growth of the Group's business.

The Board has therefore concluded that the Group should seek to implement a capital refinancing plan, including an injection of equity capital, to reduce the overall level of borrowings, extend the term of the borrowings, and to provide the Group with a strengthened capital base and financial position. This is expected to facilitate the continuing implementation of the Future Strategy and improve the credit perception of Johnston Press with customers, suppliers and trading counterparties.

With these objectives in mind, Johnston Press has engaged with its core lending banks and various other stakeholders to develop a capital refinancing plan, as detailed below.

The Capital Refinancing Plan

As a result of discussions with the Group's core lenders and various other stakeholders, Johnston Press is proposing to implement the capital refinancing plan which comprises the following five components (the "Capital Refinancing Plan"):

• the raising of gross proceeds to the Company of approximately £2.3 million through a Placing of 13,676,149 New Placing Shares at a Placing Price of 17.0 pence per Placing Share;

• the raising of gross proceeds of approximately £137.7 million through the issue of 4,589,637,232 New Ordinary Shares at 3.0 pence per Rights Issue Share by way of a Rights Issue;

• the raising of gross proceeds of approximately £220.0 million through the issue of the New Bonds, comprising senior secured fixed rate bonds, which are expected to mature in 2019 with the issue of the New Bonds being backstopped so that, if it is not otherwise possible to procure sufficient investment from high yield bond investors in the market to acquire the New Bonds, the Backstop Banks will acquire the New Bonds themselves;

• the entry into the New Revolving Credit Facility, which is expected to mature in 2018; and

• revisions to the schedule of pension contributions, modifications to the funding arrangements and associated matters pursuant to the Framework Agreement.

Under the terms of the Framework Agreement, the Group will agree to pay fixed contributions to the Johnston Press Pension Plan in accordance with agreed schedules of contributions resulting from the actuarial valuation as at 31 December 2012, although if the Johnston Press Pension Plan's funding position deteriorates, contributions may have to be revisited and additional contributions may be required. Contributions would ordinarily only be revisited in the context of the triennial valuation of the Johnston Press Pension Plan, although the Plan Trustees have power to call a valuation earlier if they resolve to do so.

Assessment of the Capital Refinancing Plan

The Capital Refinancing Plan will deliver the Group's key objectives of:

• accelerating the deleveraging of the Group's balance sheet; and

• extending the maturity profile of Johnston Press' financing arrangements, by replacing and refinancing the Existing Lending Facilities and Private Placement Notes and weighting the maturity of the Group's financing arrangements to the 2018 financial year and beyond.

The Board, having carefully considered the available alternatives, believes that the Capital Refinancing Plan is the best solution available at present to address the Group's objectives.

4. REMUNERATION CONSIDERATIONS

In conjunction with the Capital Refinancing Plan, the remuneration committee of the Company considers it appropriate to introduce the following remuneration arrangements. These arrangements will form part of the Company's remuneration policy which is to be put to the Company's Shareholders for consideration at the Company's next AGM.

Firstly, subject to completion of the Capital Refinancing Plan it is intended to introduce a new employee share plan (the ''Value Creation Plan'') in which the Executive Directors and certain other members of the Company's executive management committee would be granted awards with conditions appropriate to support the Company's Future Strategy and to provide direct Shareholder alignment. This new share plan will be subject to approval by the Company's Shareholders and will be put to them for consideration at the Company's next AGM.

The Remuneration Committee considers that the Value Creation Plan is appropriate in order to refocus existing incentives to ensure the delivery of a strong platform for future growth and to incentivise and align the executive Directors and other selected senior executives with Shareholder returns once that platform has been created.

Subject to approval by Shareholders, it is proposed that the executive Directors and other selected members of the senior management team will receive one-off awards in 2014 under the Value Creation Plan instead of the normal grant under the Johnston Press Performance Share Plan (the ''PSP''). The grant of awards under the Value Creation Plan is subject to completion of the Capital Refinancing Plan. Awards under the Value Creation Plan will take the form of options. The option exercise price for all awards will be equal to 118 per cent of the average middle market quotation of an ordinary share for each of the dealing days during the 30 day period immediately following the date on which the Capital Refinancing Plan completes. Awards will only vest to the extent that on the third anniversary of the date on which the Capital Refinancing Plan completes the option price is less than the lower of (i) the average of the middle market quotation of an ordinary share for each of the dealing days during the 30 days immediately prior to the third anniversary of the date on which the Capital Refinancing Plan completes and (ii) the middle market quotation of an ordinary share on the dealing day immediately prior to the third anniversary of the date on which the Capital Refinancing Plan completes. The vesting of awards will also be subject to the satisfaction of an underpin and the participant's continued employment within the Group. In particular, awards will only vest to the extent the Remuneration Committee is satisfied that there has been a commensurate improvement in the Company's financial position over the three year period from the date on which the Capital Refinancing Plan completes. Following the vesting of awards, the ordinary shares subject to awards will be delivered to participants in two tranches on the third anniversary of the date on which the Capital Refinancing Plan completes and the fourth anniversary of that date. To the extent that the Group's proposed Value Creation Plan is approved, an annual charge will be made by the Group, totalling £8.4 million over four years based on the Black Scholes fair value estimates. This charge will be made regardless of performance.

Further details of the Value Creation Plan will be set out in the notice of AGM, which will be distributed shortly.

Secondly, in addition to the normal annual bonus opportunity, for 2014 only, a further bonus opportunity will be made available to the Executive Directors, payable for achieving significant financial benefits as a result of the Capital Refinancing Plan that provides a strong platform for future growth. Clear success factors will determine the outcome of this additional bonus opportunity, including, among other things, a significant reduction in the Company's cost of capital. In determining any payout, the Remuneration Committee will seek the input of the Company's financial advisers, where necessary and appropriate. Half of the total bonus earned will be deferred for three years (in line with the Company's normal bonus policy), vesting in March 2018.

A separate cash bonus arrangement will also be operated for the retention and incentivisation of current other senior managers. It is expected that the maximum aggregate bonus payments available to be made under this arrangement will be in the region of £4.5 million. Any bonus payment will be determined by the Remuneration Committee based on the satisfaction of financial targets and would only be made in March 2016. Bonus payments will be subject to customary clawback provisions.

It should be noted that, the Group has issued options that have not been accrued as at 31 December 2013, as the criteria for vesting were not met. Recent movements in Johnston Press' share price have resulted in the potential vesting of options for an estimated aggregate amount of £5.4 million, starting in 2014. This will result in additional charges to the income statement.

5. USE OF PROCEEDS

If the Capital Refinancing Plan is implemented, the Existing Lending Facilities and the Private Placement Notes will be cancelled, replaced and, to the extent drawn down, repaid in full. Johnston Press therefore intends to use the net proceeds from the Placing and the Rights Issue and from the issue of the New Bonds to repay in full the outstanding borrowings under the Existing Lending Facilities and to redeem in full the outstanding principal amount of the Private Placement Notes (as at 28 December 2013, £332.8 million was outstanding under the Existing Lending Facilities and the Private Placement Notes, including PIK interest accrual).

In addition, it is intended that, subject to the Company having sufficient distributable reserves, approximately £5.4 million of the proceeds raised from the Capital Refinancing Plan will be used to provide funding to the Company's Employee Share Trust (in accordance with the Company's share sourcing strategy), to enable the Employee Share Plan to acquire such number of Ordinary Shares as are required to settle outstanding awards under the Company's Employee Share Plans.

Following the implementation of the Capital Refinancing Plan, the balance sheet of the Group will be stronger, with a significantly reduced level of net indebtedness by virtue of having raised additional equity and decreased interest payments, as well as an extended maturity profile on its debt and significantly lower overall finance costs.

The Capital Refinancing Plan will also facilitate, and allow the Group to continue to focus its efforts on, the on-going implementation of the Future Strategy. The Board considers that the successful implementation of the Future Strategy, in combination with the implementation of the Capital Refinancing Plan, will provide a platform from which the Group can return to overall revenue growth and generate increased surplus cash flow with a view to further deleveraging the Group and re-investing some of that surplus cash to grow its digital presence further. This should also allow the Board to resume dividend payments in the medium-term future. The Board also believes that the delivery of a strengthened capital base and financial position will improve the credit perception of Johnston Press with customers, suppliers and trading counterparties, and also allow the Board to consider strategic opportunities to complement its existing operations or accelerate growth in digital.

6. INTER-CONDITIONALITY OF THE CAPITAL REFINANCING PLAN

The Placing and Rights Issue are conditional upon (among other things) Placing Admission and Admission becoming effective by not later than 8.00 a.m. on 29 May 2014 (or such later date as the Company and the Underwriters may agree, being not later than 8.00 a.m. on 2 June 2014). In addition, the Placing and Rights Issue are conditional upon (i) the Shareholders passing the Resolution at the General Meeting and (ii) the fulfilment, by Admission, of all conditions precedent in relation to the issue of the New Bonds and release of the proceeds of the issue of the New Bonds from escrow (other than any steps which are purely procedural in nature or which relate specifically to the inter-conditionality of the Capital Refinancing Plan described in this paragraph).

The release of proceeds from the issue of the New Bonds from escrow, the availability of the New Revolving Credit Facility, and the revised schedules of pension contributions, modified funding arrangements and associated matters in relation to the Johnston Press Pension Plan pursuant to the Framework Agreement are conditional, amongst other things, on the completion of the Placing and Rights Issue.

The New Revolving Credit Facility will be available following (among other things) receipt by the facility agent of evidence that (i) the Company has received not less than £140.0 million in gross proceeds from the Placing and the Rights Issue and the issue of the New Bonds (including where the New Bonds have been acquired by the Backstop Banks pursuant to the backstop commitment) such that, together with the New Revolving Facility, there will be an aggregate amount of £360.0 million in gross proceeds from these various elements of the Capital Refinancing Plan available to the Group; (ii) the amount of these proceeds will be utilised in prepayment and cancellation of the Existing Lending Facilities and the redemption and cancellation of the Private Placement Notes respectively in full; and (iii) the security interests granted to the Plan Trustees under the Johnston Press Pension Plan will be released.

Further details of the principal terms of the Placing and the Rights Issue, and the conditionality of the Capital Refinancing Plan, are set out in paragraph 7 of Part II (Information about the Capital Refinancing Plan) and Part IV (Terms and Conditions of the Rights Issue) of the Prospectus.

7. STRUCTURE OF PLACING AND RIGHTS ISSUE AND THE CAPITAL REORGANISATION

7.1 Structure of the Placing and the Rights Issue

The Company proposes to raise £140.0 million (before expenses) by way of the Placing and the Rights Issue. The Board has considered the best way to structure the proposed equity capital raising in light of the Capital Refinancing Plan. The decision to structure the equity capital raising by way of a combination of a Placing and a Rights Issue takes into account a number of factors, including the total net proceeds to be raised. The Board believes that the Placing as part of the Capital Refinancing Plan enables the Company to satisfy demand from both new investors and current shareholders wishing to increase their percentage shareholding. While recognising the importance of pre-emption rights, the Board is also cognisant that there is a limit to the amount of additional capital that can be sought from existing Shareholders. The Board therefore believes that it will be beneficial to the Company as a whole to attract new investors and therefore intends to invite such investors to participate in the Placing. The Board has sought to balance considerations relating to the dilution to existing Shareholders' proportionate holdings which will result from the Placing (to the extent that existing Shareholders do not participate in the Placing themselves), with those relating to the benefits of the additional capital that will result therefrom and is seeking the approval of Shareholders to the proposed equity capital raising structure, including this non-pre-emptive element, by way of a special resolution.

The Placing and the Rights Issue will involve the following:

• Placing: subject to the conditions to the Placing being satisfied, the subscription by the Placees for an aggregate of 13,676,149 New Placing Shares and 83,363,448 Existing Placing Shares at 17.0 pence per Placing Share (with the proceeds of the placing of New Placing Shares going to the Company); and

• Rights Issue: subject to the conditions to the Rights Issue being satisfied, Qualifying Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) and Placees will be offered Rights Issue Shares by way of rights at a price of 3.0 pence per New Ordinary Share on the basis of 6.52 Rights Issue Shares for every 1 Ordinary Share held.

Further details on each of the Placing and the Rights Issue are set out below.

7.2 Details of the Capital Reorganisation

Each of the Placing and Rights Issue constitutes an Adjustment Event, as a result of which the number of Warrants will be adjusted pursuant to adjustment provisions described in paragraph 14.4 of Part X (Additional Information) of the Prospectus. In accordance with the terms of the Warrants, the Adjustment Event will result in a further 202,470,546 Warrants being issued to existing holders of Warrants (assuming no further exercise of Warrants prior to the Record Date) and an adjustment to the exercise price of the Warrants from 10.0 pence to 3.9 pence.

As at the latest practicable date prior to publication of the Prospectus, an aggregate of 49,262,044 Warrants have been exercised by holders of Warrants into 49,262,044 Ordinary Shares in accordance with the terms of the Warrants.

Over the period from 23 January 2013 to 14 March 2014, as a result of the exercise of 49,262,044 Warrants, 49,262,044 Ordinary Shares have been admitted to the ''premium listing'' segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. The Prospectus sets out information relating to the 49,262,044 Ordinary Shares that have been issued following exercise of 49,262,044 Warrants.

As the proposed Issue Price per Ordinary Share will be below the current nominal value of the Ordinary Shares, and section 580 of the 2006 Act prohibits the allotment of shares at a discount to their nominal value, the Company is further proposing to implement the Capital Reorganisation so as to reduce the nominal value of the Ordinary Shares. The Capital Reorganisation will take place before Placing Admission and Admission and is expected to be implemented after the General Meeting. Under the Capital Reorganisation, each Existing Ordinary Share of 10 pence nominal value will be subdivided into one Ordinary Share of 1 penny nominal value and one Deferred Share of 9 pence nominal value, with very limited rights. Each of the Placing and the Rights Issue is conditional upon (among other things) the completion of the Capital Reorganisation.

The proportion of the issued share capital of the Company held by each Shareholder immediately following the Capital Reorganisation will remain unchanged. In addition, apart from having a different nominal value, each Ordinary Share of 1 penny nominal value will carry the same rights as set out in the Articles that currently apply to the Existing Ordinary Shares.

All uncertificated Ordinary Shares held in Shareholders' stock accounts in CREST will be amended as soon as possible after 8.00 a.m. on 27 May 2014 to confirm the new nominal value of 1 penny. No new share certificates will be issued in respect of Ordinary Shares in certificated form in connection with the Capital Reorganisation and no action will, or needs to, be taken in respect of such Ordinary Shares.

The Deferred Shares created on the Capital Reorganisation becoming effective will have no voting or dividend rights and, on a return of capital on a winding up, will have no valuable economic rights. No share certificates will be issued in respect of the Deferred Shares, nor will stock accounts in CREST be credited with any entitlement to Deferred Shares, nor will they be listed on the Official List or admitted to trading on the London Stock Exchange or any other investment exchange.

A request will be made to the UK Listing Authority and the London Stock Exchange to reflect, on the Official List and the London Stock Exchange's main market for listed securities, respectively, the subdivision of the Existing Ordinary Shares.

8. DETAILS OF THE PLACING

The Placees will subscribe for or purchase the Placing Shares at a Placing Price of 17.0 pence per Placing Share. The Placing comprises in aggregate 13,676,149 New Placing Shares (which represents approximately 2.0 per cent of Johnston Press' existing issued ordinary share capital) and will therefore raise gross proceeds of £2.3 million. The New Placing Shares will represent approximately 0.3 per cent of the Company's issued Ordinary Share capital immediately following completion of the Placing and the Rights Issue. In addition the Placing comprises: (i) the placing of 58,837,748 Existing Ordinary Shares on behalf of Gromwell pursuant to the PanOcean Placing Agreement; and (ii) the placing of 24,525,700 Existing Ordinary Shares on behalf of Tindle Press pursuant to the Tindle Placing Agreement.

The Placing Price represents a 27.7 per cent discount to the closing middle-market price of 23.5 pence per Ordinary Share on 7 May 2014 (being the last Business Day prior to the publication of this announcement). The Placing Price including the size of the placing discount, was determined, following discussions with both existing shareholders and potential new investors (some of whom will be Placees) taking into account the aggregate proceeds to be raised. The Board believes that the Placing Price and the discount which it represents is appropriate. The price per Placing Share is not directly connected to the Issue Price.

The Placing is conditional upon, amongst other things, the following conditions:

• the passing without amendment of the Resolution at the General Meeting;

• the Underwriting Agreement not having been terminated in accordance with its terms prior to Placing Admission; and

• Placing Admission becoming effective.

Applications have been made to the FCA and to the London Stock Exchange for the New Placing Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market. It is expected that Placing Admission will become effective and dealings in the New Placing Shares will commence at 8.00 a.m. on 29 May 2014, being the first business day following the passing of the Resolution.

The New Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid by Johnston Press after the date of issue of the New Placing Shares. All Placees will be able to participate in the Rights Issue in respect of their Placing Shares in the same manner as Qualifying Shareholders.

As a result of the issue of the New Placing Shares the effect of the Placing will be to reduce the proportionate ownership and voting interests in the Ordinary Shares of holders of Existing Ordinary Shares by 2.0 per cent.

Sky has conditionally agreed with the Company to subscribe for 13,676,149 New Placing Shares as part of the Placing at the Placing Price and to take up its subsequent entitlement under the Rights Issue in full. The total investment to be made by Sky under the Placing and Rights Issue will be approximately £5 million. The Sky Subscription Agreement is subject to certain conditions including, inter alia, Admission.

The Underwriters have agreed that they shall use reasonable endeavours to procure Placees to subscribe for or purchase Placing Shares at the Placing Price pursuant to the Placing and, failing which, the Underwriters agreed to subscribe themselves for or purchase the Placing Shares at the Placing Price. Accordingly, the Placing is fully underwritten by the Underwriters, pursuant to, and subject to, the terms of the Underwriting Agreement, the PanOcean Placing Agreement and the Tindle Placing Agreement. The principal terms of the Underwriting Agreement are summarised in paragraph 12 of Part X (Additional Information) of the Prospectus.

9. PRINCIPAL TERMS AND CONDITIONS OF THE RIGHTS ISSUE

The Company is proposing to raise gross proceeds of approximately £137.7 million, by way of the Rights Issue. The Issue Price of 3.0 pence per Rights Issue Share, which is payable in full on acceptance by not later than 11.00 a.m. on 12 June 2014 represents a 87.2 per cent discount to the closing middle market price of Johnston Press' Ordinary Shares on 7 May 2014, the latest practicable date before the announcement of the Rights Issue.

Subject to the fulfilment of, amongst others, the conditions set out below, the Company will offer New Ordinary Shares by way of the Rights Issue to Qualifying Shareholders at 3.0 pence per New Ordinary Share payable in full on acceptance. The New Ordinary Shares will be offered by way of rights to both Qualifying Shareholders and to the Placees on the basis of:

6.52 New Ordinary Shares for every 1 Ordinary Share held by them

(i) in the case of Qualifying Shareholders, on the Record Date; and

(ii) in the case of the Placees, on Placing Admission,

in each case, and so in proportion to any other number of Existing Ordinary Shares or Placing Shares (as applicable) then held.

Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractional entitlements to New Ordinary

Shares will not be allotted and, where necessary, entitlements will be rounded down to the nearest whole number of New Ordinary Shares (nil paid) and aggregated and issued into the market for the benefit of the Company.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares including the right to all future dividends and other distributions declared, made or paid.

The Placing and Rights Issue is conditional, amongst other things, upon:

(a) the passing of the Resolution at the General Meeting without material amendment;

(b) the Company having applied to Euroclear UK & Ireland for admission of the Nil Paid Rights to CREST as participating securities and no notification having been received from Euroclear UK & Ireland on or before Admission that such admission or facility for holding and settlement has been or is to be refused;

(c) Admission becoming effective by not later than 8.00 a.m. on 29 May 2014 (or such later time and/or date as the Underwriters and the Company may agree, being not later than 8.00 a.m. on 2 June 2014); and

(d) the Underwriting Agreement becoming unconditional in all respects and not having been rescinded or terminated in accordance with its terms prior to Admission.

Applications have been made to the FCA and to the London Stock Exchange for the Rights Issue Shares (nil paid and fully paid) to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and dealings in the Rights Issue Shares will commence, nil paid, at 8.00 a.m. on 29 May 2014.

The Underwriters have agreed to procure subscribers or, failing which, themselves to subscribe as principal for the Rights Issue Shares not taken up in the Rights Issue at a price of 3.0 pence per share.

The 4,589,637,232 New Ordinary Shares to be issued pursuant to the Rights Issue represent 652.0 per cent of the issued ordinary share capital of Johnston Press following the Placing and 86.5 per cent of the Enlarged Share Capital. Qualifying Shareholders (who are not also Placees) who take up their pro rata entitlement in full will suffer an immediate dilution of 2.0 per cent to their interests in the Company as a result of the Placing but will suffer no further dilution, subject to fractions, to their interests in the Company as a result of the Rights Issue. Qualifying Shareholders who do not take up any of their rights to subscribe for the New Ordinary Shares will suffer a dilution of 87.0 per cent to their interests in the Company as a result of the Placing and Rights Issue.

10. CURRENT TRADING AND PROSPECTS

First quarter of the 2014 financial year

Based on the Group's unaudited management accounts for the first three months of 2014, there has been continued strong growth in digital revenues, as well as a slowing decline in print advertising revenues compared to the first three months of 2013. As a result, adjusted Group revenue for the first three months of 2014 recorded a mid-single digit rate of decline over the same period last year, in contrast to an 11 per cent decrease in adjusted Group revenue for the 2013 financial year. The planned staff cost initiatives have largely been implemented in the first quarter of 2014 which, together with a lower level of depreciation, resulted in a growth in adjusted Group operating profit for the first three months of 2014 compared to the same period last year. EBITDA for the first three months of 2014 was broadly flat year-on-year. During the first three months of 2014, local display print advertising revenues outperformed national display and circulation revenue declined broadly in line with 2013. Following a major restructuring programme, including a voluntary redundancy programme in the fourth quarter of 2013 which will see over 650 employees leave the business, cash outflows in respect of restructuring and other exceptional costs in the first three months of 2014 were approximately £11 million. This includes approximately £6 million in respect of the reductions of employees.

The unaudited management accounts on which the above is based have not been audited, reviewed or compiled by the Group's independent auditor and may not comply with IFRS in all respects. These three month results may not be indicative of the remainder of the financial half-year or any other period. See ''Information regarding forward-looking statements'' in the section entitled "General Information" of the Prospectus.

Irish Business Disposal

On 1 April 2014, the Group entered into an agreement for the sale of Formpress, which holds the trade and assets of its Republic of Ireland operations, to Iconic Newspapers Limited for £7.2 million in cash.

This disposal occurred on 1 April 2014 and the Group no longer has ongoing trading operations in the Republic of Ireland, other than the retention of certain leasehold and freehold property interests. The Group will continue to provide printing facilities to Iconic Newspapers Limited for a certain period post disposal. It also intends to sub-lease certain leasehold properties to Formpress after the disposal. The Group has retained its Northern Irish titles including The Newsletter and Derry Journal (which are also sold in the Republic of Ireland).

For the 2013 financial year, the operating profit before exceptional items for the assets subject to the disposal amounted to £1.1 million.

Sky Strategic Agreement

In addition, the Company has entered into an agreement with Sky (a wholly owned subsidiary of British Sky Broadcasting Group plc) pursuant to which the company has been appointed as Sky's sole advertising sales representative to promote and sell Sky AdSmart local targeted television advertising service, aimed at SMEs, in certain UK regions, including Sheffield, Derby and Nottingham. Sky AdSmart local represents an expansion of the Company's portfolio of advertising offerings and is at the top end of that portfolio.

Other

The annualised pro forma profit and loss interest expense for the 2014 financial year is expected to be in the range of £21 million to £24 million (this range assumes (i) completion of the Capital Refinancing Plan; (ii) the profit and loss expense in respect of the New Bonds and (iii) excludes amortisation of arrangement fees of approximately £2.2 million per annum).

11. DIVIDENDS AND DIVIDEND POLICY

The Board has not declared a dividend to Ordinary Shareholders since the results for the year ended 31 December 2007. The Board continues to believe that the most important use of available cash in the current environment is to reduce the Group's indebtedness and this is also in line with the Override Agreement which precludes the payment of dividends until the ratio of net debt to EBITDA falls below 2.5 times and only permits the payment of dividends in respect of Preference Shares up to an aggregate amount of £200,000 in any financial year.

When the Capital Refinancing Plan is implemented, the New Revolving Credit Facility and the New Bonds will increase financial flexibility to the Group to continue to execute its Future Strategy as well as a stronger platform from which the Group can (i) accelerate investment in digital growth; (ii) continue to extract cost savings; (iii) continue to dispose of non-core assets from a position of strength; and (iv) grow profit, make long-term strategic decisions and invest, hire and reward staff appropriately. Under the indenture for the New Bonds, the Company will be restricted from making ''restricted payments'' which include dividend payments, investments and certain other distributions, subject to certain exceptions. Further details on the restrictions in relation to the payment of dividends by the Company are set out in paragraph 14.8 of Part X (Additional Information) of the Prospectus. The New Revolving Credit Facility will also contain the same restrictions on the payment of dividends as contained in the indenture for the New Bonds.

The Board, however, understands the importance of delivering value for Shareholders and believes that the proceeds of the Capital Refinancing Plan together with a successful implementation of the Future Strategy will provide a platform from which the Group can return to overall revenue growth and generate increased surplus cash-flow with a view to further deleveraging the Group and re-investing some of that surplus cash to grow its digital presence further. This should allow the Board to resume payment of dividends in the medium-term future. Although the Placing and the Rights Issue will result in a material reduction in leverage, the Company intends, in accordance with its financial strategy, to prioritise cash generation and further net leverage reduction. Nevertheless, the Board is conscious that Shareholders have not received a dividend for a number of years and wishes to resume the payment of dividends to holders of Ordinary Shares when it is prudent to do so, and at a level commensurate with a continued de-leveraging profile. The Board currently intends to consider the resumption of dividend payments for holders of Ordinary Shares in the medium-term future, although achieving this will be subject to a number of risks, many of which are outside the control of the Company. Any decision to resume the declaration of dividends on the Ordinary Shares will be made at the discretion of the Board and subject to the availability of distributable profits and the covenants in the New Bonds indenture. The Group has also entered into the Framework Agreement with the Plan Trustees which, whilst not restricting the payment of dividends to Shareholders, does require the Company to consult with the Plan Trustees and to give due consideration to making additional contributions to the Johnston Press Pension Plan.

The Board has recently become aware of a technical issue in respect of the payment of dividends to holders of the 13.75 per cent Cumulative Preference Shares and 13.75 per cent ''A'' Cumulative Preference Shares (together, the ''Preference Shares'') which are normally payable in June and December in each financial year. In December in the 2011 financial year and in June and December in the 2012 financial year, the Company did not have sufficient distributable profits to pay dividends to holders of the Preference Shares at the relevant times (amounting to £76,010 of payments in each instance) and interim accounts showing the requisite level of distributable profits were prepared, but not filed at Companies House in accordance with the 2006 Act.

In order to remedy this matter, the Company intends to seek shareholder approval for the Reduction of the Company's share premium account by an amount sufficient to eliminate the accumulated deficit (which was £133 million as at 28 December 2013) on the Company's profit and loss account and create distributable reserves for the Company going forward (the ''Reduction Resolution''). The Reduction will also need to be approved by the Court of Session in Scotland and by the holders of Preference Shares.

Creating distributable reserves in this way will give the Company greater flexibility going forward and will allow it, subject to the obligations of its financing documentation, to pay dividends to its shareholders lawfully going forward, including to holders of the Preference Shares (which it is required to do in June and December every year under its Articles, subject to the availability of distributable reserves). It will also enable the Company to be able to purchase shares for the Company's Employee Share Trust to settle outstanding awards under the Company's Employee Share Plans.

If the Reduction Resolution is not passed at the AGM and at separate meetings of holders of Preference Shares, the Company will not be allowed, amongst other things, to pay dividends to its Shareholders lawfully going forward, or to holders of Preference Shares until such time as distributable reserves are available. The Company will also be unable to purchase shares for the Company's Employee Share Trust to settle outstanding awards under the Company's Employee Share Plans.

Where the Company is unable to pay the biannual dividends to holders of the Preference Shares, such dividends will be deemed to be in arrears. This would give holders of Preference Shares a right to attend and vote at general meetings of the Company pursuant to the terms of the Company's Articles, until such time as the dividends are paid in full.

As a consequence of the payment of the dividends referred to above the Company may, under the 2006 Act, have claims against past and present holders of the Preference Shares who were recipients of these dividends and against persons who were Directors of the Company at the time of payment of the dividends or who have subsequently become Directors of the Company.

It is not the intention of the Company that any claims should be made by the Company against either past and/or present holders of Preference Shares who received the dividends or against past and/or present Directors in respect of the dividend payments. Therefore, it is intended that a special resolution also be proposed at the AGM, to ratify and confirm the appropriation of profits to the payments concerned; to release claims which the Company may have either against such holders of Preference Shares who received the dividends or against any such Directors of the Company in respect of the dividends; and generally to approve the Company entering into deeds of release in favour of such holders of Preference Shares and Directors in relation to the same. The Directors who are also holders of Ordinary Shares in the Company would not be entitled, and do not intend, to vote on this special resolution, which would also be subject to confirmation of the Reduction by the Court of Session in Scotland.

The Company intends to seek confirmation from HMRC that the dividends will continue to be treated as a distribution for UK tax purposes and that the proposed waiver and release will have no tax implications for UK tax resident holders of the Preference Shares. Any non-UK tax resident holder of Preference Shares who is in any doubt about their non-UK tax position should consult their own professional adviser.

Further details of this course of action will be put to Shareholders in the notice of AGM, which will be distributed shortly.

12. DIRECTORS' INTENTIONS

Each of Ralph Marshall, Camilla Rhodes and Mark Pain intends to sell a sufficient number of their respective rights under the Rights Issue to enable each of them to use the proceeds of such sale to take up the remainder of their respective rights.

Each of Ashley Highfield and Stephen van Rooyen intends to take up their respective rights under the Rights Issue in full.

Each of Ian Russell and Kjell Aamot intends to subscribe for 3,333,333 and 1,666,666 Rights Issue Shares respectively, under the Rights Issue, representing an initial investment of £100,000 and £50,000 respectively. Each of Ian Russell and Kjell Aamot also intends to sell a sufficient number of their respective rights under the Rights Issue to enable each of them to use the proceeds of such sale to take up the balance of the remainder of their respective rights.

None of the Directors intend to subscribe for or purchase any Placing Shares pursuant to the Placing.

13. EMPLOYEE SHARE PLANS

The Board will consider appropriate adjustments to options and awards to compensate for the effect of the Placing and the Rights Issue in accordance with the rules of the Johnston Press Employee Share Plans. Any adjustments will not be made until after the Rights Issue and will be subject to the approval of HMRC where required. Where options and/or awards are subject to performance conditions, adjustments may, if appropriate, be made to these conditions. Shareholder approval is not required for any adjustment.

Participants will be contacted separately with further information on how their options and/or awards will be affected by the Placing and the Rights Issue.

In respect of those Employee Share Plans in which participants are beneficially entitled to Ordinary Shares, they will be entitled to participate in the Placing and the Rights Issue and will be contacted separately with further information on what actions (if any) they may need to take.

14. UNDERTAKING BY EXISTING SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

PanOcean is a related party of the Company for the purposes of the Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, 19.37 per cent or more of the votes able to be cast at general meetings of the Company. Gromwell is in the same group of companies as PanOcean and Usaha Tegas. Gromwell has irrevocably undertaken to sell or procure the sale of, as part of the Placing, 58,837,748 PanOcean Ordinary Shares. Gromwell has irrevocably committed that it, together with EFL Limited (being an affiliate of Gromwell), will use the proceeds of such sale of Existing Ordinary Shares (after deduction of costs and expenses) to subscribe for at least 487,913,379 Rights Issue Shares under the Rights Issue, subject to having received aggregate net proceeds at least equal to £9,937,401. As consideration for this commitment the Company has agreed to pay Gromwell a commission of 1.25 per cent on the aggregate value at the Issue Price of the PanOcean Committed Shares subscribed for by Gromwell or EFL Limited (as the case may be). In addition, Gromwell has irrevocably undertaken to vote (and to procure that EFL Limited shall vote) in favour of the Resolution at the General Meeting in respect of the PanOcean Ordinary Shares.

Tindle Press has irrevocably undertaken to sell or procure the sale of, as part of the Placing, 24,525,700 Tindle Ordinary Shares. Tindle Press has irrevocably committed that it, together with Sir Raymond Tindle will use the proceeds of such sale (after deduction of costs and expenses) sufficient to allow each of Tindle Press and Sir Raymond Tindle to subscribe in full for their respective entitlements to Rights Issue Shares pursuant to the Rights Issue on the balance of the Tindle Ordinary Shares, totalling 173,784,066 Rights Issue Shares. Each of Tindle Press and Sir Raymond Tindle has further irrevocably committed to vote in favour of the Resolution at the General Meeting.

15. IMPORTANCE OF THE VOTE

On 23 December 2013, the Group reset the financial covenants pursuant to the Override Agreement for the Existing Lending Facilities and the Private Placement Notes to 30 September 2015. The Placing and the Rights Issue are key components of the proposed Capital Refinancing Plan, which is a significant part of the Board's plans to improve the Group's capital structure, and to reduce the level, and associated cost, of its existing net debt.

The Company is of the opinion that, after taking into account the net proceeds of the Capital Refinancing Plan, the Group has sufficient working capital for its present requirements, that is, for at least 12 months from the date of the Prospectus.

The Resolution must be passed by Shareholders at the GM in order for the Placing and the Rights Issue to proceed. If the Resolution is not passed at the GM, then the Capital Refinancing Plan will not proceed. In addition, if the Capital Refinancing Plan does not proceed, the Group will incur fees of approximately £5.6 million which would impact on the Group's cash flow position.

In such circumstances, only if the Group continues to perform in line with its current internal budgets, will it be able to operate within its Existing Lending Facilities and Private Placement Notes and associated covenants. It should be noted that the audit report issued by the Group's statutory auditors on its audited consolidated financial statements for the 2013 financial year, which was issued on 28 March 2014, contained an emphasis of matter paragraph regarding the Group's ability to continue as a going concern under its present financing agreements. The audit report by the Group's statutory auditors and note 3 to the financial statements, which are incorporated by reference in the Prospectus, contain additional information on this matter.

The Company considers that there are risks that there might be: (i) a deterioration in the Group's print advertising revenues; (ii) a slow-down in the Group's digital revenue growth or (iii) a general deterioration in economic conditions at a national or local level, (any of which if significant or prolonged, would constitute a ''downside scenario'') and would lead to a breach of the Consolidated Net Cash Flow to Total Debt Service covenant and the net debt/EBITDA covenant test in its Existing Lending Facilities and the Private Placement Notes. The incurrence of the £5.6 million of fees as described above and a reduction in revenues of approximately £6 million in the second quarter of the 2014 financial year compared to current internal budgets, would likely result in a breach of both the June 2014 Consolidated Net Cash Flow to Total Debt Service covenant test and the net debt/EBITDA covenant test.

Accordingly, if the Capital Refinancing Plan does not proceed, the Company is of the opinion that, in a downside scenario, there is a risk that it would not have sufficient working capital for its present requirements, that is, for at least 12 months from the date of the Prospectus.

If the Capital Refinancing Plan does not proceed then the Company would in the first instance seek to manage the Group's ongoing working capital requirements and trading activities (including through the possible disposal of assets) and cut costs, in order to remain in compliance with existing financial covenants. Alternative scenarios that the Group may seek to explore would include entering into negotiations to amend and/or extend its Existing Lending Facilities and the Private Placement Notes. While the Group has not, as at the date of the Prospectus, discussed any alternatives to the Capital Refinancing Plan with the existing creditors under the Override Agreement, it has agreed to enter into good faith negotiations with them regarding the implementation of alternative refinancing options and/or to secure appropriate alternative financing in the event that the Capital Refinancing Plan is not implemented, which in each case, may be at a higher cost than the financing arrangements currently inplace.

The actual amount of PIK margin and PIK coupon payable depends on the outstanding amount of the Existing Lending Facilities and the Private Placement Notes, the date of repayment and the Net Borrowings to EBITDA leverage ratio, and there is an incentive for repayment of the Existing Lending Facilities and the Private Placement Notes on 31 December 2014 through a reduced PIK margin and PIK coupon.

Under the Capital Refinancing Plan, the Existing Lending Facilities and the Private Placement Notes are repaid in full on 23 June 2013 the Company estimates that the amount payable by way of PIK margin and PIK coupon will be approximately £6.5 million on 23 June 2014. If the Capital Refinancing Plan does not proceed on 23 June 2014, the estimated accrued PIK margin and PIK coupon in June 2014 would be £25.9 million.

The Company would still benefit from a reduced PIK rate if the Existing Lending Facilities and the Private Placement Notes were repaid on 31 December 2014, and the Company estimates that the aggregate amount payable by way of PIK margin and PIK coupon would be approximately £8.1 million, and if not repaid, the estimated accrued PIK margin and PIK coupon would be £32.2 million. The PIK margin and PIK coupon increase if the Existing Lending Facilities and Private Placement Notes are not repaid by 31 December 2014.

Accordingly, the Directors recommend that Shareholders vote in favour of the Resolution in order that the Capital Refinancing Plan can proceed. If the Resolution is not passed and the Capital Refinancing Plan does not proceed then there is, in a downside scenario, a risk of the Group breaching the Consolidated Net Cash Flow to Total Debt Service covenant and the net debt/EBITDA covenant test, which the Directors consider would be detrimental to the condition and prospects of the Group and therefore also to the interests of Shareholders.

16. FINANCIAL ADVICE

The Directors have received financial advice from NM Rothschild & Sons Limited in relation to the Capital Refinancing Plan. In providing advice to the Directors, NM Rothschild & Sons Limited has relied upon the Directors' commercial assessments of the Capital Refinancing Plan.

INFORMATION ABOUT THE CAPITAL REFINANCING PLAN

1. INTRODUCTION

The Group has continued to pay down its debt, through a strategy of using its strong operating cash flow, exceptional income and sales of non-core assets. It has therefore been able to reduce its net debt by more than 30 per cent from £476.8 million as at 31 December 2008 to £302.0 million as at 28 December 2013 (including PIK interest accrual but excluding term debt issue costs).

The Board considers that the successful delivery of the Future Strategy will improve the Group's financial condition in the medium to longer term. However, the Board believes that the Group should take additional steps to address the Group's capital structure and significant level of leverage, particularly given the maturity of the Existing Lending Facilities and the Private Placement Notes on 30 September 2015 and the contractual tightening of certain of the Group's covenants in the Existing Lending Facilities and the Private Placement Notes from December 2013, which potentially could act as a restraint on the further growth of the Group's business.

The terms of the Override Agreement provide an incentive to repay the Existing Lending Facilities and the Private Placement Notes by the end of 2014, principally through the reduction on the PIK margin in relation to Facility B of the Existing Lending Facilities and the PIK coupon in relation to the Private Placement Notes although there is a make-whole obligation in relation to early repayment of the Private Placement Notes. The Board believes that the Group's current level of leverage, and the terms and maturity profile of the Group's existing financing arrangements, would otherwise act as a significant constraint on Johnston Press.

The Board has therefore concluded that the Group should seek to implement the Capital Refinancing Plan, to reduce the overall level of borrowings, extend the term of the borrowings, and to provide the Group with a strengthened capital base and financial position. This is expected to facilitate the continuing implementation of the Future Strategy and improve the credit perception of Johnston Press with customers, suppliers and trading counterparties.

With these objectives in mind, Johnston Press has engaged with its core lending banks and various other stakeholders to develop the Capital Refinancing Plan. The Group obtained the support of its core lenders, as well as others, to the Future Strategy and the Capital Refinancing Plan. As part of this, the Board also believes that the Group should also access the equity capital markets to provide more of Johnston Press' capital requirements. On 27 December 2013, the Company announced an agreement with its financial creditors under the Override Agreement to reset its financial covenants through to the maturity of its Existing Lending Facilities and the Private Placement Notes on 30 September 2015, providing the Company with a stable financial platform from which to pursue a full refinancing of its Existing Lending Facilities and the Private Placement Notes in 2014.

2. EXISTING FINANCING ARRANGEMENTS

Override Agreement

The Override Agreement is the Group's principal existing financing agreement and was originally entered into on 28 August 2009. It was amended and restated on 24 April 2012 and further amended on 23 December 2013. As at 1 May 2014, being the latest practicable date prior to the publication of this announcement, the Group's unaudited net debt was £311.9 million (including PIK interest accrual but excluding term debt issue costs).

The Override Agreement amends, varies overrides or supplements certain terms of the Existing Revolving Credit Facilities (as defined below), the Private Placement Notes and certain hedging agreements by, among other things, aligning the representations, undertakings, events of default and repayment and prepayment terms thereof. The Override Agreement also provides for the re-designation of, among other liabilities, the Existing Revolving Credit Facilities and certain hedging arrangements into two separate tranches, the terms of which are summarised as follows:

• "Facility A": Facility A is a revolving credit facility of £55.0 million, available to be drawn down up to 31 August 2015. Facility A includes a bank overdraft facility of £10.0 million provided by The Royal Bank of Scotland PLC. Interest is payable quarterly at LIBOR plus a cash margin of up to 5.00 per cent, subject to ratchet depending on certain covenants as set out in the Override Agreement.

• "Facility B": Facility B is a term loan facility of £170.2 million. Interest is payable quarterly at LIBOR plus a cash margin of up to 5.00 per cent, subject to ratchet depending on certain covenants as set out in the Override Agreement. Facility B can be drawn in pound sterling or euro.

As at 28 December 2013, £225.2 million was available for drawing under the Override Agreement, with £24.4 million unutilised.

Repayments under the Override Agreement are payable in 6-monthly instalments and on a pay-if-you-can basis. The repayment terms under the Override Agreement are described further in paragraph 14.1 of Part X (Additional Information) of the Prospectus.

The Existing Revolving Credit Facilities

The Existing Lending Facilities governed by the Override Agreement comprise a re-designation of various bilateral revolving multi-currency credit facility agreements entered into by members of the Group originally with The Royal Bank of Scotland PLC, Lloyds TSB Scotland PLC, Barclays Bank PLC, National Australia Bank Limited, The Governor and Company of the Bank of Ireland, Allied Irish Banks PLC, Scotiabank (Ireland) Limited, Sumitomo Mitsui Banking Corporation Europe Limited and KBC Bank N.V. (the ''Existing Revolving Credit Facilities''). The Existing Revolving Credit Facilities are repayable in full on 30 September 2015.

Private Placement Notes

The Group currently has two series of Private Placement Notes outstanding, as further described below. As at 28 December 2013, the total outstanding Private Placement Notes were an aggregate principal amount of £32.3 million and $130.7 million, respectively, and as at 7 May 2014 (being the latest practicable date prior to the publication of this announcement), the total outstanding Private Placement Notes were an aggregate principal amount of £31.1 million and $125.9 million, respectively. The Private Placement Notes are repayable in full on 30 September 2015. Interest is payable quarterly at fixed coupon rates which can be adjusted depending on covenants.

2003 Private placement loan notes

Two series of the Private Placement Notes were issued in 2003 comprising:

• £32.3 million of Private Placement Notes issued at a coupon rate of up to 10.30 per cent; and

• $55.7 million of Private Placement Notes issued at a coupon rate of up to 9.75 per cent.

2006 Private placement loan notes

Two series of the Private Placement Notes were issued in 2006, comprising:

• $26.6 million at a coupon rate of up to 10.18 per cent; and

• $48.4 million at a coupon rate of up to 10.28 per cent.

If the Private Placement Notes are voluntarily prepaid prior to their scheduled redemption date, the Group is required to pay a make-whole premium that is calculated as the net present value of (i) all scheduled future payments on the Private Placement Notes being prepaid less (ii) the principal amount of the Private Placement Notes being prepaid. The discount factor applied in the net present value calculation is (i) the quoted yield of US treasuries of equivalent maturity (or UK gilts of equivalent maturity for sterling-denominated notes) plus (ii) 50 basis points (or 100 basis points with respect to some Private Placement Notes, pursuant to the Override Agreement).

Further information on the terms of the Private Placement Notes are set out in paragraph 14 of Part X (Additional Information) of the Prospectus.

Hedging

The Group hedges a portion of the Existing Lending Facilities via interest rate swaps, exchanging floating rate interest for fixed rate interest. As at 28 December 2013, borrowings of £nil were arranged at fixed rates while a further £180.0 million of borrowings were hedged through interest rate caps.

PIK interest

Under the Override Agreement, in addition to the cash interest margin payable on the Existing Lending Facilities and Private Placement Notes, a payment-in-kind (''PIK'') margin (in relation to Facility B of the Existing Lending Facilities) of a maximum rate of 4.0 per cent and a PIK coupon (in relation to the Private Placement Notes) of a maximum rate of 3.48 per cent for the Private Placement Notes, respectively, accumulates and is payable at the maturity date on 30 September 2015. The PIK margin and PIK coupon are capitalised and added to the principal amount of Facility B of the Existing Lending Facilities and the Private Placement Notes, respectively.

The PIK margin rate is back-dated as payable from 24 April 2012 and is based on the absolute amount of total debt outstanding under the Override Agreement and leverage multiples, and reduces based on ratchets set forth in the Override Agreement. Further, if the Existing Lending Facilities and Private Placement Notes are fully repaid prior to 31 December 2014, the rate at which the PIK margin and PIK coupon accrued throughout the period of the Override Agreement will be recalculated at a substantially reduced rate.

Further details of the PIK margin (for Facility B) and PIK coupon (for the Private Placement Notes) are set out in paragraph 14 of Part X (Additional Information) of the Prospectus.

Repayment

There is an agreed repayment schedule of £70.0 million over the three year period from 2012 to 2015 under the Existing Lending Facilities and the Private Placement Notes. Repayments are due every six months and the first repayment was payable on 30 June 2012. Following the receipt from News International of £30 million received in July 2012 in relation to the partial termination of long term printing contracts at Johnston Press' Dinnington (near Sheffield) and Portsmouth facilities, £20.0 million of the scheduled repayments were repaid early. As at 28 December 2013, £30 million remained payable under the agreed repayment schedule with a further £5.0 million paid on 31 December 2013.

In addition, a pay-if-you-can (''PIYC'') repayment schedule was agreed totalling £60.0 million over the two years, beginning 30 June 2013. As at 28 December 2013 £52.5 million remained payable, with £7.5 million paid on 31 December 2013.

Make-Whole Payment

Under the Override Agreement there is an obligation for a make-whole payment (the ''Make-Whole Payment'') on repayment of the outstanding balance of the Private Placement Notes prior to 30 September 2015. Whilst the amount of the Make-Whole Payment is principally dependent upon the date of repayment of the Private Placement Notes and the outstanding balance on that repayment date, based on quoted yields of US Treasuries and UK gilts on 8 April 2014, the amount of the Make-Whole Payment that is payable in accordance with the Capital Refinancing Plan is approximately £10.5 million. If the Capital Refinancing Plan does not proceed, the Make-Whole Payment would not be incurred unless the Private Placement Notes were repaid prior to 30 September 2015.

Further details of the Make-Whole Payment are set out in paragraph 14.1 of Part X (Additional Information) of the Prospectus.

Financial Covenants

As part of the amendments to the Override Agreement made on 23 December 2013, the Company and its lenders agreed to reset the financial covenants through to the maturity date on 30 September 2015. The amended Override Agreement requires the testing of five financial covenants: (i) an ''interest coverage covenant'' (ratio of EBITDA to Cash Interest) tested on a quarterly basis; (ii) a ''leverage covenant'' (ratio of Net Borrowings to EBITDA) tested on a quarterly basis; (iii) a ''cash flow coverage'' covenant (ratio of Cash Flow to Debt Service) tested on a quarterly basis; (iv) a ''net worth'' covenant tested on a six monthly basis; and (v) a ''capital expenditure'' covenant tested on an annual basis. The financial ratios required to table below:

Period:	"Interest Coverage Covenant":	"Leverage Covenant":	"Cash Flow Coverage Covenant":
12 months ended:	EBITDA to Net Cash Interest-must not be less than	Net Borrowings to EBITDA-must not exceed	Cash Flow to Debt Service-must not be less than
31 March 2014	2.4x	4.70x	1.0x
30 June 2014	2.25x	4.85x	1.0x
30 September 2014	2.2x	4.95x	1.0x
31 December 2014	2.2x	4.70x	1.0x
31 March 2015	2.3x	4.60x	1.0x
30 June 2015	2.4x	4.35x	1.0x

The ''Net Worth'' covenant is tested every six months, and requires Johnston Press' net worth to be no less than £1,098,252,000 on each testing date.

The ''Capital Expenditure'' covenant requires the level of capital expenditure to be no more than (i) £7.9 million for the year ended 31 December 2012 and (ii) £10 million for each of the financial years ended 31 December 2013, 2014 and 2015, respectively, with shortfall catch up provisions.

Further details of the financial covenants contained in the Override Agreement and the capitalised terms used in the above description are set out in paragraph 14.1 of Part X (Additional Information) of the Prospectus.

Warrants

Warrants over the Company's share capital were issued to certain of the Group's existing creditors under the Override Agreement. Warrants for (i) 5.0 per cent of the Company's issued share capital were issued on 28 August 2009, (ii) 2.5 per cent of the Company's issued share capital were issued on 24 April 2012 and (iii) 5.0 per cent of the Company's issued share capital were issued on 25 September 2012.

Warrants equivalent to a total of 12.5 per cent of the Company's issued ordinary share capital have been issued totalling 79,622,023 Warrants. Each of the Warrants are exercisable at 10 pence each at any time on or prior to the Warranty Expiry Date, being 30 September 2017. As at 7 May 2014, being the latest practicable date prior to the publication of the Prospectus, the holders of Warrants are: AIB Venture Capital Limited, Continental Casualty Company, CRT Capital Group LLC, New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance - Separate Account (BOLI 3), New York Life Insurance and Annuity Corporation, New York Life Insurance Company, Pacific Life Insurance Company, Pica Hartford Life Insurance Comfort Trust, Primerica Life Insurance Company, Principal Life Insurance Company, Prudential Retirement Guaranteed Cost Business Trust, Prudential Retirement Insurance and Annuity Company, Scotiabank (Ireland) Limited, Seaport Group LLC Profit Sharing Plan, The Northwestern Mutual Life Insurance Company, The Prudential Insurance Company of America, The Variable Annuity Life Insurance Company, Marathon Asset Management, BBHISL Nominees Limited, American General Life Insurance Company and Jefferies International Limited London.

As at 7 May 2014, being the latest practicable date prior to publication of this announcement, a total of 49,262,044 Warrants have been exercised, and 30,359,979 Warrants are outstanding.

As at 7 May 2014, being the latest practicable date before publication of this announcement, an aggregate of 49,262,044 Warrants have been exercised by holders of Warrants into 49,262,044 Ordinary Shares in accordance with the terms of the Warrants and 30,759,979 Warrants are outstanding prior to the additional Warrants that will be issued as a result of the Adjustment Event.

3. THE CAPITAL REFINANCING PLAN

As a result of discussions with the Group's core lenders and various other stakeholders, Johnston Press is proposing to implement the Capital Refinancing Plan which comprises the following five components:

• the raising of gross proceeds to the Company of approximately £2.3 million through a Placing of 13,676,149 New Placing Shares at a Placing Price of 17.0 pence per Placing Share;

• the raising of gross proceeds of approximately £137.7 million through the issue of 4,589,637,232 New Ordinary Shares at 3.0 pence per Rights Issue Share by way of a Rights Issue (such number of New Ordinary Shares being subject to adjustment to take account of any Ordinary Shares which may be issued on or before the Record Date as a result of the exercise of options under the Employee Share Plans or the exercise of subscription rights under the Warrants);

• the raising of gross proceeds of approximately £220.0 through the issue of the New Bonds, comprising senior secured fixed rate bonds expected to mature in 2019 (£208.0 million after deduction of estimated expenses, including certain fees (including commitment fees in respect of the New Bonds and the provision of the Backstop Agreement) but excluding VAT, of £12.0 million), with the issue of the New Bonds being backstopped so that, if it is not otherwise possible to procure sufficient investment from investors in respect of the issue of the New Bonds, the Backstop Banks will acquire the New Bonds;

• the entry into the £25 million New Revolving Credit Facility, maturing in 2018; and

• revisions to the schedule of pension contributions, modifications to the funding arrangements and associated matters pursuant to the Framework Agreement.

In aggregate, the estimated expenses of the Capital Refinancing Plan (including underwriting commissions, arrangement and commitment fees in respect of the New Bonds and the New Revolving Credit Facility, and professional adviser costs, but excluding VAT) are £19.3 million.

Assessment of the Capital Refinancing Plan

The Capital Refinancing Plan will deliver the Group's key objectives of:

• accelerating the deleveraging of the Group's balance sheet (the Group's pro forma net debt immediately following the Capital Refinancing Plan is expected to be approximately £197.0 million) (the unaudited net debt of the Group was £311.9 million as at 1 May 2014 including PIK interest accrual); and

• extending the maturity profile of Johnston Press' financing arrangements, by replacing and refinancing the Existing Lending Facilities and the Private Placement Notes and weighting the maturity of the Group's financing arrangements to the 2018 financial year and beyond.

The Capital Refinancing Plan will also facilitate, and allow the Group to continue to focus its efforts on the ongoing implementation of the Future Strategy. The Board considers that the successful implementation of the Future Strategy, in combination with the implementation of the Capital Refinancing Plan, will provide a platform from which the Group can return to overall revenue growth and generate increased surplus cash flow with a view to further deleveraging the Group and re-investing some of that surplus cash to grow its digital presence further. This should also allow the Board to resume dividend payments in the medium-term future. The Board also believes that the delivery of a strengthened capital base and financial position will improve the credit perception of Johnston Press with customers, suppliers and trading counterparties, and also allow the Board to consider strategic opportunities to complement its existing operations or accelerate growth in digital.

The Board, having carefully considered the available alternatives, believes that the Capital Refinancing Plan is the optimal solution available at present to address the Group's objectives.

4. NEW BONDS

As part of the Capital Refinancing Plan, the Company has entered into the Backstop Agreement with a syndicate of lenders (the ''Backstop Banks''). The Group will seek to raise £220.0 million through the offer and issue of the New Bonds by the New Bonds Issuer. The New Bonds will be backstopped so that, if it is not otherwise possible to procure sufficient investment from the relevant high yield bond markets in respect of the issue of the New Bonds, the Backstop Banks will acquire the New Bonds.

The New Bonds will be guaranteed by the Company and certain subsidiaries of the Company, including all of the Company's material subsidiaries from the date on which the proceeds of the New Bonds are released from escrow to the New Bonds Issuer. The New Bonds will be secured by first ranking fixed and floating charges over all or substantially all of the assets of certain members of the Group and security over the shares of certain members of the Group (collectively the ''New Bonds Collateral''). For the avoidance of doubt, the security interests in relation to the New Bonds will not be granted until the date on which the proceeds of the New Bonds are released from escrow to the New Bonds Issuer.

Further details of the New Bonds are set out in paragraph 14.10 of Part X (Additional Information) of the Prospectus.

5. NEW REVOLVING CREDIT FACILITY

The New Revolving Credit Facility will become effective subject to, inter alia, completion of the Placing and the Rights Issue. The New Revolving Credit Facility will be used, among other things for the general corporate purposes of the Group and will replace the working capital facilities made available under the Existing Lending Facilities. The New Revolving Credit Facility will comprise committed secured facilities of £25 million. It is not intended that the Group will initially draw down on the New Revolving Credit Facility upon the consummation of the Capital Refinancing Plan.

The New Revolving Credit Facility will contain one financial covenant only which will test consolidated net debt to consolidated EBITDA (as defined in the New Revolving Credit Facility Agreement and which will include a limit of 10 per cent on cost saving or cost reduction synergies that can be applied in respect of any disposal of any assets constituting an operating unit of a business or any acquisition) with the first test date falling on 31 December 2014. The financial covenant ratios are set out in the table in paragraph 14.5 of Part X (Additional Information) of the Prospectus.

With effect from the release of proceeds from the issue of the New Bond (i) the New Revolving Credit Facility will be initially guaranteed by the New Bonds Issuer as well as the same members of the Group which will provide a guarantee in respect of the New Bonds and (ii) the New Revolving Credit Facility will also be secured on a first ranking basis by the same property and assets which will secure the New Bonds.

Further information on the New Revolving Credit Facility is set out in paragraph 14.5 of Part X (Additional Information) of the Prospectus.

6. PENSIONS

As part of the Capital Refinancing Plan, Johnston Press is also proposing to implement the revised schedules of pension contributions, associated funding arrangements and other matters in respect of the Johnston Press Pension Plan pursuant to the Framework Agreement. Under the terms of the Framework Agreement, the Group will agree to pay fixed contributions to the Johnston Press Pension Plan in accordance with a schedule of contributions and recovery plan resulting from the actuarial valuation as at 31 December 2012.

Conditional on the Capital Refinancing Plan the Plan Trustrees and the Company have entered in to the Framework Agreement agreeing inter alia, to the following:

• On implementation of the Capital Refinancing Plan, removal of the existing secured guarantee (with security up to £170 million) provided in favour of the Plan Trustees by the Company and certain subsidiaries in relation to any default on a payment obligation under the Johnston Press Pension Plan. This was agreed in relation to the refinancing of the Existing Lending Facilities and Private Placement Notes in 2009. In return for the removal of this security and the aforementioned guarantee, an unsecured cross-guarantee will be provided on implementation of the Capital Refinancing Plan by the Company and certain subsidiaries in favour of the Plan Trustees in relation to any default on a payment obligation under the Johnston Press Pension Plan. Each claim made under the guarantee is capped at an amount equal to the aggregate S75 Debt of the Johnston Press Pension Plan at the date any claim made by the Plan Trustees falls due.

• The deficit as at the 31 December 2012 valuation date will be sought to be addressed over an 11 year period by entry into a recovery plan providing for contributions starting at £6.3 million in 2014, £6.5 million in 2015 and £10.0 million in 2016 increasing by three per cent per annum with a final payment of £12.7 million in 2024.

• Settlement of unpaid PPF levies and S75 Debts.

• The Johnston Press Pension Plan will be entitled to receive 25 per cent of net proceeds from business or asset disposals up to and including 31 August 2015 exceeding £1 million in a single transaction or £2.5 million over the course of a 12 month period, subject to certain permitted disposals, conditions in relation to financial leverage and other exceptions set out in the Framework Agreement.

• The Company will also pay additional contributions to the Johnston Press Pension Plan in the event that the 2014/2015 PPF levy or the 2015/2016 PPF levy is less than £3.2 million.

• Additional contributions will also be payable to the Johnston Press Pension Plan in the event that the Group satisfies certain conditions in relation to financial leverage.

Any funding agreement needs to be reflected in the valuation documentation of the Johnston Press Pension Plan, which must be submitted to the Pensions Regulator who may exercise certain powers if it is not compliant with the relevant legislation.

If the Johnston Press Pension Plan's funding position deteriorates after successful implementation of the Capital Refinancing Plan then the contributions may have to be revisited and additional contributions to the Johnston Press Pension Plan may be required. Contributions would ordinarily only be revisited in the context of the triennial valuation of the Johnston Press Pension Plan, although the Plan Trustees have power to call a valuation earlier if they resolve to do so.

7. INTER-CONDITIONALITY

The Placing and Rights Issue are conditional upon Placing Admission and Admission becoming effective by not later than 8.00 a.m. on 29 May 2014 (or such later date as the Company and the Underwriters may agree, being not later than 8.00 a.m. on 2 June 2014). In addition, the Placing and Rights Issue are conditional upon (i) the Shareholders passing the Resolution at the General Meeting and (ii) the issue of the New Bonds prior to Admission and payment of the proceeds of such issue into escrow; and (iii) the fulfilment, by Admission, of all conditions precedent in relation to the issue of the New Bonds and release of the proceeds of the issue of the New Bonds from escrow (other than any steps which are purely procedural in nature or which relate specifically to the inter-conditionality of the Capital Refinancing Plan described in this Part II of the Prospectus. Further details on the New Bonds and escrow arrangements are set out in paragraph 14.8 of Part X (Additional Information) of the Prospectus.

The release of proceeds from the issue of the New Bonds from escrow (the issue of which will be backstopped so that, if it is not otherwise possible to procure sufficient investment from high yield bond investors in respect of the issue of the New Bonds, the Backstop Banks will acquire the New Bonds), the availability of the New Revolving Credit Facility, and the new schedule of pension contributions, modified funding arrangements and associated matters in relation to the Johnston Press Pension Plan pursuant to the Framework Agreement are conditional on the completion of the Placing and the Rights Issue. It is a condition precedent to the entry into the underwriting, placement or purchase agreement pursuant to which the Backstop Banks will purchase the New Bonds from the New Bonds Issuer, that no payment default with respect of any debt of, nor any insolvency related event in relation to, the New Bonds Issuer, Johnston Press or any of Johnston Press' subsidiaries, has occurred and is continuing. In addition, it is a condition precedent to the release of the escrowed proceeds of the issue of the New Bonds to the New Bonds Issuer, that no default or event of default has occurred and is continuing as set out in the indenture to be entered into on the issue date of the New Bonds. Events of default under the New Bonds include defaults in the payment of interest or principal, covenant defaults and the failure of the guarantees or security interests for the New Bonds to be enforceable and in full force and effect. In addition, certain defaults under other indebtedness and the failure to pay judgements rendered against the Group, in each case, in amounts exceeding £20 million, as well as certain events of bankruptcy or insolvency with respect to members of the Group are also events of default under the indenture governing the New Bonds.

The New Revolving Credit Facility will be available following (among other things) receipt by the facility agent of evidence that: (i) the Company has received proceeds from the Placing and the Rights Issue and the issue of the New Bonds (including where the New Bonds have been acquired by the Backstop Banks pursuant to the Backstop Agreement) such that there will be an aggregate amount of £140.0 million in proceeds from these elements of the Capital Refinancing Plan available to the Group; (ii) and that the amount of those proceeds will be utilised in prepayment and cancellation of the Existing Lending Facilities and the redemption and cancellation of the Private Placement Notes, respectively, in full; and (iii) the security interests granted to the Plan Trustees under the Johnston Press Pension Plan will be released.

The revised funding arrangements with the Plan Trustees in respect of the Johnston Press Pension Plan pursuant to the terms of the Framework Agreement are conditional upon successful implementation of the Capital Refinancing Plan.

APPENDIX I: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes for this timetable set out below.

	2014
Announcement of the Placing and Rights Issue	7:00 a.m. on 9 May
Publication and despatch of the Prospectus and Forms of Proxy	9 May
Latest time and date for receipt of Forms of Proxy	9.00 a.m. on 22 May
General Meeting	9.00 a.m. on 27 May
Capital Reorganisation	5.30 p.m. on 27 May
Conditional allotment of New Placing Shares	after the Capital Reorganisation 27 May
Record Date for entitlements under the Rights Issue for Qualifying Shareholders and Placees	after the conditional allotment of the New Placing Shares on 27 May

Despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only)	28 May
Allotment of New Placing Shares becomes unconditional and issue and settlement of New Placing Shares	29 May
Placing Admission and dealings in the Placing Shares, fully paid, commence on the London Stock Exchange	8.00 a.m. on 29 May
Stock accounts credited with Nil Paid Rights (for Qualifying CREST Shareholders and Placees)	8.00 a.m. on 29 May
Admission/commencement of dealings in Nil Paid Rights on the London Stock Exchange	8.00 a.m. on 29 May
Nil Paid Rights and Fully Paid Rights enabled in CREST	8.00 a.m. on 29 May
Recommended latest time and date for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form)	4.30 p.m. on 6 June
Latest time and date for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account	3.00 p.m. on 9 June
Latest time and date for splitting Provisional Allotment Letters, nil or fully paid	3.00 p.m. on 10 June
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11.00 a.m. on 12 June
Announcement of the results of the Rights Issue through a Regulatory Information Service	7.00 a.m. on 13 June
Commencement of dealing in New Ordinary Shares fully paid	8.00 a.m. on 13 June
New Ordinary Shares credited to CREST stock accounts	13 June
Despatch of definitive share certificates for New Ordinary Shares in certificated form	20 June
Expected completion date of the Capital Refinancing Plan	23 June

APPENDIX II: DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

"2006 Act"	the Companies Act 2006, as amended;
"2011 financial year"	the 52 week period ended 31 December 2011;
"2012 financial year"	the 52 week period ended 29 December 2012;
"2013 financial year"	the 52 week period ended 28 December 2013;
" "A" Cumulative Preference Shares"	13.75 per cent "A" Cumulative Preference Shares of £1.00 each in the Company;
"Adjustment Event"	an event resulting in the number of Warrants being adjusted pursuant to adjustment provisions under the Warrant Instruments;
"Admission"	the admission of the New Ordinary Shares (nil paid or fully paid, as the case may be) to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance, respectively, with the Listing Rules and the Admission and Disclosure Standards;
"Admission and Disclosure Standards"	and Disclosure Standards" containing, inter alia, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities;
"AGM"	the Company's annual general meeting to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at on 27 June 2014;
"Articles"	the articles of association of the Company;
"Australia"	the Commonwealth of Australia, its territories and possessions;
"Backstop Banks"	JP Morgan, Credit Suisse and Lloyds;
"Board"	the Board of Directors of the Company;
"Business Day"	any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business;
"Capital Reorganisation"	the proposed subdivision of the Existing Ordinary Shares into Ordinary Shares of 1 penny nominal value each and Deferred Shares of 9 pence nominal value each, further details of which are set out in paragraph 7.2 of Part I (Letter from the Chairman of Johnston Press PLC) in the Prospectus;
"CCSS"	the CREST Courier and Sorting Office established by Euroclear UK & Ireland to facilitate, amongst other things, the deposit and withdrawal of securities;
"certificated" or "certificated form"	not in uncertificated form;
"Company" or "Johnston Press"	Johnston Press PLC;
"Computershare"	the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE;
"Credit Suisse"	Credit Suisse Securities (Europe) Limited;
"CREST"	the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear UK & Ireland is the operator (as defined in the CREST Regulations);
"CREST Manual"	the rules governing the operation of CREST consisting of the CREST Reference Manual, the CREST International Manual, the CREST Central Counterparty Service Manual, the CREST Rules, Registrars Service Standards, Settlement Discipline Rules, the CCSS Operations Manual, Daily Timetable, CREST Application Procedure and the CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear UK and Ireland on 15 July 1996, as amended);
"CREST member"	a person who has been admitted to CREST as a system member (as defined in the CREST Manual);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended;
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member;
"Cumulative Preference Shares"	13.75 per cent cumulative preference shares of £1.00 each in the Company;
"dealing day"	any day on which the London Stock Exchange is open for business in the trading of securities admitted to the Official List;
"Deferred Shares"	the deferred shares of nine pence in the share capital of the Company which will be created as a result of the Capital Reorganisation;
"Directors" or the "Board"	the current directors of the Company whose names are set out on in paragraph 8 of Part X (Additional Information) of the Prospectus;
"Disclosure Rules and Transparency Rules"	the rules made by the FCA under Part VI of FSMA relating to the disclosure of information (as amended from time to time);
"Employee Share Trust"	the Johnston Press PLC Employee Share Trust established by a trust deed dated 19 November 1993;
"Enlarged Share Capital"	the issued share capital of the Company following the Capital Reorganisation, the Placing and the Rights Issue, as the case may be;
"Euroclear UK & Ireland"	Euroclear UK & Ireland Limited, the operator of CREST;
"Existing Lending Facilities"	Facilities A and B provided to Johnston Press by various lenders under the terms of the Override Agreement summarised in paragraph 14.1 of Part X (Additional Information) of the Prospectus;
"Existing Ordinary Shares"	the fully paid Ordinary Shares in issue at the Record Date;
"Existing Placing Shares"	the Existing Ordinary Shares to be sold by certain Shareholders pursuant to the Placing;
"FCA"	the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA;
"Form of Proxy"	the enclosed form of proxy for use in connection with the General Meeting;
"Formpress"	Formpress Publishing Limited;
"Framework Agreement"	the pensions framework agreement entered into by, among others, Johnston Press and the Plan Trustees in relation to the modified funding arrangements and associated matters in respect of the Johnston Press Pension Plan, further details of which are set out in paragraph 13 of Part X (Additional Information) of the Prospectus;
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time;
"Fully Paid Rights"	rights to acquire New Ordinary Shares, fully paid;
"General Meeting" or "GM"	the General Meeting of the Company to be held at Ashurst LLP's offices at Broadwalk House, 5 Appold Street, London EC2A 2HA at 9.00 a.m. on 27 May 2014, notice of which is set out at the end of the Prospectus;
"Gromwell"	Gromwell Limited;
"Group"	the Company and its subsidiary undertakings from time to time;
"HMRC"	Her Majesty's Revenue and Customs;
"IFRS"	International Financial Reporting Standards as adopted for use in the European Union;
"Issue Price"	3.0 pence per New Ordinary Share;
"Japan"	Japan, its territories and possessions and any areas subject to its jurisdiction;
"Johnston Press Pension Plan"	the Pension Plan, details of which are set out in paragraph 6 of Part V (Information on the Group) of the Prospectus;
"JP Morgan" or "JP Morgan Cazenove"	J.P. Morgan Securities Plc, which conducts its UK investment banking business as J.P. Morgan Cazenove;
"LIBOR"	the London Interbank Offered Rate;
"Listing Rules"	the listing rules made by the FCA under Part VI of FSMA (as amended from time to time);
"Lloyds"	Lloyds TSB Bank PLC;
"London Stock Exchange"	London Stock Exchange PLC;
"New Bonds"	the senior secured bonds to be issued by Johnston Press Bonds PLC pursuant to an indenture as more fully summarised in paragraph 14 of Part X (Additional Information) of the Prospectus;
"New Bonds Issuer"	Johnston Press Bonds PLC, the proposed issuer of the New Bonds;
"New Ordinary Shares"	New Ordinary Shares to be issued by the Company pursuant to the Placing and the Rights Issue;
"New Placing Shares"	the New Ordinary Shares to be conditionally allocated to Placees on or before the Record Date and issued by the Company pursuant to the Placing;
"New Revolving Credit Facility"	the super senior revolving credit facility to be provided to Johnston Press by various lenders as summarised more fully in paragraph 14 of Part X (Additional Information) of the Prospectus;
"Nil Paid Rights"	Rights to subscribe for New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue;
"Notice of General Meeting"	the notice of General Meeting set out at the end of the Prospectus;
"Official List"	the Official List of the FCA;
"Orbis"	Orbis Investment Management Limited, a company that exercises the voting rights of the Ordinary Shares of the Company held by various Orbis collective investment schemes, a significant Shareholder in the Company;
"Ordinary Shares"	the ordinary shares of 10 pence each in the capital of the Company or, following completion of the Capital Reorganisation, the ordinary shares of 1 penny each in the share capital of the Company, as the case may be;
"Override Agreement"	means the override agreement originally dated 28 August 2009 (as amended and restated on 24 April 2012 and 23 December 2013) between, amongst others Johnston Press as borrower and Barclays Bank PLC as agent, which agreement amends, varies, overrides or supplements the Existing Lending Facilities and the Private Placement Notes;
"Panmure Gordon"	Panmure Gordon (UK) Limited;
"PanOcean"	PanOcean Management Limited, a company incorporated in Jersey, Channel Islands and the ultimate holding company of Usaha Tegas;
"PanOcean Ordinary Shares"	such Existing Ordinary Shares as are held or controlled by Gromwell and its affiliates;
"PanOcean Placing Agreement"	the placing deed between Gromwell Limited, Panmure Gordon and JP Morgan Cazenove in relation to the placing of 58,837,748 Existing Ordinary Shares;
"Pensions Regulator"	the UK governmental body regulating work-based pension schemes in the UK, established by the Pensions Act 2004;
"Placees"	those persons with whom Placing Shares are placed;
"Placing"	the placing of 97,039,597 Placing Shares as described in the Prospectus;
"Placing Admission"	admission of the New Placing Shares to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange
"Placing Price"	17.0 pence per Placing Share;
"Placing Shares"	the New Placing Shares and the Existing Placing Shares;
"Plan Trustees"	each of the trustees of the Johnston Press Pension Plan;
"PPF"	the Pension Protection Fund, established by the Pension Act 2004;
"Preference Shares"	the "A" Cumulative Preference Shares and the Cumulative Preference Shares;
"Private Placement Notes"	the loan notes issued by the Company pursuant to the note purchase agreements summarised in paragraph 14.1 of Part X (Additional Information) of the Prospectus;
"Prospectus"	the prospectus dated the same date as this document relating to Johnston Press for the purpose of the Placing and the Rights Issue (together with any supplements or amendments thereto);
"Prospectus Rules"	the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market;
"Provisional Allotment Letter"	the renounceable provisional allotment letter to be issued to Qualifying non-CREST Shareholders by the Company in respect of the Nil Paid Rights pursuant to the Rights Issue;
"Qualifying CREST Shareholders"	Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in uncertificated form;
"Qualifying non-CREST Shareholders"	Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in certificated form;
"Qualifying Shareholders"	Holders of Ordinary Shares on the register of members of the Company at the close of business on the Record Date;
"Record Date"	close of business on 7 May 2014;
"Reduction"	the reduction of the Company's share premium account to create distributable reserves;
"Reduction Resolution"	the resolution to be put to Shareholders at the next AGM to approve the Reduction;
"Registrars"	Computershare Investor Services PLC;
"Regulations"	the Uncertificated Securities Regulations 2001, as amended from time to time;
"Regulatory Information Service"	a regulatory information service that is approved by the FCA and that is on the list of regulatory information service providers maintained by the FCA;
"Resolution"	the Resolution set out in the Notice of General Meeting;
"Restricted Jurisdictions"	Australia, Canada, Japan and the Republic of South Africa and any other jurisdiction outside the UK in which it would be unlawful or in contravention of certain regulations to offer the Nil Paid Rights or New Ordinary Shares under the Rights Issue;
"Rights"	the Nil Paid Rights and the Fully Paid Rights;
"Rights Issue"	New Ordinary Shares to be issued pursuant to the Rights Issue;
"S75 Debt"	any debt payable under section 75 of the Pensions Act 1995;
"Securities Act"	the United States Securities Act of 1933, as amended;
"Shareholders"	holders of Ordinary Shares;
"Sky"	British Sky Broadcasting Limited, a wholly owned subsidiary of British Sky Broadcasting Group plc;
"Tindle Ordinary Shares"	such Existing Ordinary Shares as are held or controlled by Tindle Press;
"Tindle Placing Agreement"	the placing deed between Charles Stanley & Co. Limited on behalf of Tindle Press, Panmure Gordon and JP Morgan Cazenove in relation to the placing of 24,525,700 Existing Ordinary Shares;
"uncertificated" or "in certificated form"	Recorded in the register of members as being held in uncertificated form in CREST and title to which by virtue of the CREST Regulations, may be transferred by means of CREST;
"Underwriters"	Panmure Gordon and JP Morgan Cazenove acting as underwriters to the Placing and the Rights Issue;
"Underwriting Agreement"	the agreement between the Company, Panmure Gordon and JP Morgan Cazenove dated 9 May 2014, the principal terms of which are summarised in paragraph 12 of Part X (Additional Information) of the Prospectus;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
"Usaha Tegas"	Usaha Tegas Sdn Bhd, a private limited company incorporated in Malaysia, or any of its subsidiaries as the context may require;
"Value Creation Plan"	the proposed new employee share option plan for the benefit of the members of the Company's executive committee as further detailed in paragraph 4 of Part I (Letter from the Chairman of Johnston Press PLC) of the Prospectus;
"Warrant Instruments"	the Warrant instruments, the principal terms of which are summarised in paragraph 14.4 of Part X (Additional Information) of the Prospectus;
"Warrants"	the Warrants issued by the Company and governed by the Warrant Instruments;
"£", "pence" or "pounds sterling"	the lawful currency of the UK;
"€" or "Euros"	the currency introduced at the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended; and
"US$" or "US dollar"	the lawful currency of the US.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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Date		Source	Headline
20th Nov 2018	6:30 pm	RNS	Johnston Press
19th Nov 2018	8:49 am	RNS	Form 8.5 (EPT/RI)
19th Nov 2018	7:00 am	RNS	Appointment of Administrators
19th Nov 2018	7:00 am	RNS	Strategic Review Update - End of FSP
16th Nov 2018	9:49 am	RNS	Form 8.5 (EPT/RI)
16th Nov 2018	9:43 am	RNS	Form 8.5 (EPT/RI)
14th Nov 2018	9:26 am	RNS	Form 8.5 (EPT/RI)
13th Nov 2018	8:33 am	RNS	Form 8.5 (EPT/RI)
12th Nov 2018	4:40 pm	RNS	Second Price Monitoring Extn
12th Nov 2018	4:35 pm	RNS	Price Monitoring Extension
12th Nov 2018	9:05 am	RNS	Form 8.5 (EPT/RI)
6th Nov 2018	10:28 am	RNS	Form 8.3 - Johnston Press plc
2nd Nov 2018	8:45 am	RNS	Form 8.5 (EPT/RI)
1st Nov 2018	12:27 pm	RNS	Total Voting Rights
31st Oct 2018	10:07 am	RNS	Form 8.5 (EPT/RI)
26th Oct 2018	8:55 am	RNS	Form 8.5 (EPT/RI)
25th Oct 2018	4:38 pm	RNS	Form 8.3 - Johnston Press PLC
25th Oct 2018	9:13 am	RNS	Form 8.5 (EPT/RI)
24th Oct 2018	1:50 pm	RNS	Form 8 (OPD) - Johnston Press plc
24th Oct 2018	9:33 am	RNS	Form 8.5 (EPT/RI)
24th Oct 2018	8:44 am	RNS	Form 8.5 (EPT/RI) - Johnston Press PLC
23rd Oct 2018	9:07 am	RNS	Form 8.5 (EPT/RI)
22nd Oct 2018	4:43 pm	RNS	Holding(s) in Company
22nd Oct 2018	8:55 am	RNS	Form 8.5 (EPT/RI)
19th Oct 2018	6:16 pm	RNS	Holding(s) in Company
19th Oct 2018	4:54 pm	PRN	Form 8.3 - Johnston Press plc
19th Oct 2018	3:46 pm	RNS	Form 8.3 - Johnston Press plc
19th Oct 2018	3:20 pm	GNW	Majedie Asset Management Ltd: Form 8.3 -- Johnston Press PLC
19th Oct 2018	3:10 pm	RNS	Form 8.3 - Johnston Press Plc
19th Oct 2018	3:10 pm	RNS	Form 8.3 - Johnston Press Plc
19th Oct 2018	9:24 am	RNS	Form 8.5 (EPT/RI)
12th Oct 2018	12:56 pm	RNS	Form 8.3 - Johnston Press plc
11th Oct 2018	7:00 am	RNS	Strategic review update - Formal sale process
1st Oct 2018	12:18 pm	RNS	Total Voting Rights
4th Sep 2018	9:07 am	RNS	Half-year Report
3rd Sep 2018	12:27 pm	RNS	Total Voting Rights
29th Aug 2018	7:00 am	RNS	Half-year Report
23rd Aug 2018	12:32 pm	RNS	Notice of Results
23rd Aug 2018	12:08 pm	RNS	Second Price Monitoring Extn
23rd Aug 2018	12:02 pm	RNS	Price Monitoring Extension
10th Aug 2018	11:19 am	RNS	Holding(s) in Company
1st Aug 2018	10:28 am	RNS	Total Voting Rights
27th Jul 2018	4:41 pm	RNS	Second Price Monitoring Extn
27th Jul 2018	4:35 pm	RNS	Price Monitoring Extension
26th Jul 2018	12:52 pm	RNS	Statement re Share Price Movement
25th Jul 2018	4:35 pm	RNS	Price Monitoring Extension
2nd Jul 2018	11:46 am	RNS	Block listing Interim Review
2nd Jul 2018	9:43 am	RNS	Total Voting Rights
28th Jun 2018	12:55 pm	RNS	Director Declaration
5th Jun 2018	5:20 pm	RNS	AGM Statement

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