National World. Regulatory News (NWOR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UNITED KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

FOR IMMEDIATE RELEASE

23 November 2022

National World plc

("National World" or the "Company")

Proposed Combination of National World with Reach - No Intention to Make a Firm Offer

On 3 November 2022, following press speculation regarding a potential transaction involving Reach plc ("Reach"), the Company announced that it was at the early stages of exploring a possible offer for the entire issued and to be issued share capital of Reach ("Possible Offer") and that it had not approached the board of directors of Reach (the "Reach Board") with regard to the Possible Offer.

Following further work with its advisers, National World has concluded that while there are considerable industrial and financial advantages to combining the newspaper portfolios of the two companies the circumstances are not aligned to proceed any further with the Possible Offer. This is despite National World having received in principle financial support from within the investment community to fund a potential deal.

The board of directors of National World (the "NW Board") remains confident in the Company's strategic direction and positioning as a proactive consolidator in the sector and a content driven business in its own right.

The NW Board is continuing to pursue other paths to deliver its goals, with the objective of enhancing shareholder value and driving scale and consolidation, as it has successfully done since National World's inception in 2019.

David Montgomery, Executive Chairman commented:

"National World has ambitious and fully fledged plans to grow our business, creatively and through acquisitions and partnerships. Our key goal is to continue to build a vibrant content business and we will do that.

"A combination with Reach could unlock very significant operational value for both companies, but not all the elements required to ensure a successful transaction were present.

"Rather than create unwanted management distractions for both companies and our respective shareholders, we have decided not to proceed with any discussions at this stage.

"We will focus on pursuing initiatives where we see clear value creation opportunities, primarily relating to content and technology-driven customer initiatives, facing the challenges with which all in the sector must contend."

Important Takeover Code notes

This is a statement to which Rule 2.8 of the Takeover Code applies.

As is customary under Rule 2.8 of the Takeover Code, National World reserves the right to make or participate in an offer for Reach (and/or take any other actions which would otherwise be restricted under Rule 2.8 of the Takeover Code) within the next six months following the date of this announcement:

i) with the agreement of the Reach Board;

ii) following the announcement of a firm intention to make an offer for Reach by or on behalf of a third party;

iii) following the announcement by Reach of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover Code) or a reverse takeover (as defined in the Takeover Code); or

iv) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

National World confirms that this announcement is not being made with the consent of Reach.

Other information

For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of National World is David Montgomery, Executive Chairman.

Enquiries

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to National World.

Important information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Stanhope Capital LLP ("Stanhope"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the UK, is acting as financial adviser exclusively for National World and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than National World for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Stanhope, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stanhope in connection with this announcement, any statement contained herein or otherwise.

Alvarium MB (UK) Limited ("Alvarium"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser exclusively for National World and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than National World for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Alvarium, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Alvarium in connection with this announcement, any statement contained herein or otherwise.

Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser exclusively for National World and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than National World for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Cairn, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cairn in connection with this announcement, any statement contained herein or otherwise.

Dowgate Capital Limited ("Dowgate"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser and broker exclusively for National World and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than National World for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Dowgate, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Dowgate in connection with this announcement, any statement contained herein or otherwise.

About National World

National World plc is one of the largest national, regional and local multimedia organisations in the UK. National World provides news and information services to our communities through its portfolio of hundreds of publications and websites. Its titles span the UK, Scotland, North East, West Yorkshire, North West, South Yorkshire, South, Midlands and Northern Ireland, delivering trusted coverage of news, sport, events and information.