19 Nov 2018 07:00
Johnston Press PLC (the "Company")
Johnston Press PLC announces the end of the Formal Sale Process, an intention to file for administration and effect a sale to its bondholders.
· Following considerable interest in the Formal Sale Process, the Board has concluded that none of the offers the Company has received deliver sufficient value and has ended the Formal Sale Process.
· As a result, the Board has concluded that there is no value in the ordinary shares of the Company.
· The Board has resolved that the best remaining option is for the Company and its principal subsidiaries to be placed into administration.
· It is envisaged that, subject to administration orders being made, the Group's businesses and assets will then be sold to a newly-incorporated group of companies controlled by the holders of the Bonds.
· The defined benefit pension scheme will not transfer. The Pension Protection Fund will be notified and the PPF, with the assistance of the Trustees of the Scheme, will then assess whether the scheme needs to enter the PPF.
On 11 October 2018, the Company announced that its board of directors (the "Board") had decided to seek offers for the Company pursuant to a Formal Sale Process (the "FSP") in accordance with the City Code on Takeovers and Mergers (the "Code"). The FSP has attracted considerable interest, including several indicative offers from interested parties.
However, after careful consideration of those indicative offers with assistance from the advisers to the Company's group (the "Group"), the Board has concluded that none of those offers would result in net proceeds sufficient to enable the Group to repay the amounts owed by it in respect of its senior secured notes (the "Bonds"). Based on the valuation of the Group implied by those offers and given the level of liabilities in the Group, the Board has concluded that there is no longer any value in the ordinary shares of the Company.
As announced previously, the Company has conducted since March 2017 a thorough Strategic Review of financing options in relation to a refinancing or restructuring of the Bonds. During this time, the Company explored with its key stakeholders all the potential options available to it. This included the FSP, a third-party debt refinancing, a Regulated Apportionment Arrangement ("RAA") in respect of the Group's defined benefit pension scheme, and a consensual debt-for-equity swap. However, the value of the Group against the size of its liabilities has meant that it has not been possible to find a solution acceptable to our financial stakeholders.
Therefore, the Board has concluded that it is necessary for the Company and its principal subsidiaries to be placed into administration. Accordingly, the boards of directors of the Company and each of those principal subsidiaries will be applying immediately and on an urgent basis to the courts in Scotland, England, and Northern Ireland (as applicable) for administration orders in respect of those companies.
It is envisaged that, subject to the orders being made, all of the Group's businesses and substantially all of the Group's assets will then be sold to a newly-incorporated group of companies controlled by the holders of the Bonds. Holders representing the required majority of the Bonds have contractually agreed to support this transaction. The Group believes this is the best remaining option available as it will preserve the jobs of the Group's employees and ensure that the Group's businesses will be carried on as normal. The Group hopes that this transfer will be completed within the next 24 hours.
The Group operates a defined benefit pension scheme (the "Scheme") and, following formal notification by the Administrators to the Pension Protection Fund (the "PPF"), the PPF, with the assistance of the Trustees of the Scheme, will then assess whether the Scheme should enter the PPF. If the scheme enters the PPF, the PPF will provide members with pension benefits from retirement based on the PPF compensation rules. Any defined contribution pension schemes in which the Group participates, which cover the majority of the Group's current employees, should not be affected.
As a result of the above, the Board has concluded the FSP and the Company confirms that it is no longer in an offer period under the Code. In addition, the Company has requested the suspension and subsequent cancellation of the Company's ordinary shares from listing on the premium segment of the Official List of the UK Listing Authority and from trading on the Main Market for listed securities maintained by the London Stock Exchange plc. The suspension is expected to take place with immediate effect with cancellation expected to follow on Tuesday, 20 November 2018, at 8:00 a.m. (London time).
This announcement contains information that is inside information for the purposes of Article 7 of Regulation 596/2014. Upon the publication of this announcement, the inside information contained in this announcement will no longer be considered inside information.
ENDS
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