13 Jun 2014 07:00
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER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.
13 June 2014
Johnston Press PLC
RESULT OF RIGHTS ISSUE
Johnston Press PLC announces 92.25 per cent. acceptances
Johnston Press PLC (the "Company") announces that the 6.52 for 1 Rights Issue of 4,589,889,334 New Ordinary Shares at 3 pence per New Ordinary Share announced on 9 May 2014 closed for acceptances at 11.00 a.m. (London time) on 12 June 2014. The Company received valid acceptances in respect of 4,234,141,261 New Ordinary Shares, representing approximately 92.25 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the fully underwritten Rights Issue.
It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST stock accounts on 13 June 2014 and that definitive share certificates in respect of New Ordinary Shares in certificated form will be despatched to shareholders by no later than 20 June 2014.
It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities on 13 June 2014.
In accordance with their obligations under the Underwriting Agreement in respect of the Rights Issue as set out in the Prospectus dated 9 May 2014, Panmure Gordon and JP Morgan Cazenove will use reasonable endeavours to procure subscribers for the remaining 355,748,073 New Ordinary Shares not validly taken up in the Rights Issue, failing which Panmure Gordon and JP Morgan Cazenove, acting as Underwriters, have agreed severally to themselves subscribe for those New Ordinary Shares. A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Rights Issue Price of 3 pence per New Ordinary Share and the expenses of procuring subscribers) will be paid to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be paid to the Company.
END
Enquiries
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
JP Morgan Cazenove
Nicholas Hall
+44 (0) 20 7742 4000
IMPORTANT NOTICE
The defined terms set out in the prospectus of the Company published on 9 May 2014 (the "Prospectus") apply in this announcement. This announcement has been issued by and is the sole responsibility of Johnston Press PLC ("Johnston Press" or the "Company").
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.