DISCLOSURE UNDER RULE 2.10(C) OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE")
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR
IMMEDIATE RELEASE
10
December 2024
FINAL* POSSIBLE
OFFER
for
National World
plc
by
Media Concierge (Holdings)
Limited
Irrevocable undertaking given by Harwood Capital LLP
("Harwood")
On 6 December 2024 the boards of
Media Concierge (Holdings) Limited ("Media Concierge") and National World
plc ("National World") made
an announcement regarding a Final* Possible Offer (the
"Final* Possible Offer
Announcement") for the entire issued and to be issued share
capital of National World. The announcement stated that the Board
of National World had concluded, after consulting with the
Company's advisers and counsel, that it would be minded to
recommend the Final* Improved Proposal if a firm offer was made to
the Company's shareholders on these terms. It is proposed that any
such offer would be made by Neo Media Publishing Limited
("Bidco"), a newly
incorporated company wholly-owned by Media Concierge.
On 9 December 2024, Harwood Capital
LLP entered into a signed irrevocable undertaking to vote in favour
of any possible Scheme in relation to the Final* Improved Proposal
(being at a price of 23 pence per National World share in cash),
relating to 14,100,000 shares, representing approximately 5.3% of
the issued ordinary share capital of National World as at 6
December 2024 (the "Harwood
Irrevocable Undertaking").
The Harwood Irrevocable Undertaking
will cease to be binding if:
(a) an announcement (a
"Rule 2.7 Announcement") of
a firm intention to make an offer for the Company under Rule 2.7 of
the Code is not released on or before 8 a.m. on 23 December 2024
(or such later date as Bidco and National World may
agree);
(b) on the earlier of (a) the
Long-stop Date (as may be defined in a Rule 2.7 Announcement); or
(b) the date on which such offer is withdrawn or lapses in
accordance with its terms, save where Bidco exercise its right to
switch to a takeover offer from a scheme of arrangement (or vice
versa), or Bidco does not announce a new or revised scheme of
arrangement within 10 business days; or
(c) the Panel requires or agrees that Bidco need not make an
offer.
Capitalised terms used in this
announcement have the meaning given to them in the announcement
made by Media Concierge in respect of the Possible Offer pursuant
to Rule 2.4 of the Code on 22 November 2024 and the Final* Possible
Offer Announcement, unless the context requires
otherwise.
*The financial terms of the Final*
Improved Proposal are final and will not be increased, save that,
in accordance with Rule 2.5(a)(ii) of the Code, Media Concierge
reserves the right to revise and increase the financial terms of
the Final* Improved Proposal where a third party announces a
possible offer or firm intention to make an offer for National
World on better terms than the Final* Improved Proposal.
Enquiries:
Europa Partners Limited (Joint Financial Advisor to Media
Concierge)
Jan Skarbek, Dominic King, David
Fudge
+44 20 7451
4500
Panmure Liberum Limited (Joint Financial Advisor to Media
Concierge)
Stephen Jones, Amrit Mahbubani, Mark
Harrison, Tim Medak
+44 20 3100 2000
Garfield Advisory Limited (PR advisor to Media
Concierge)
Andrew
Garfield
+44 7974 982 337
CMS Cameron McKenna Nabarro Olswang
LLP are retained as legal adviser to Media Concierge.
Disclaimer
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise. This announcement does
not constitute an announcement of a firm intention to make an offer
under Rule 2.7 of the Code.
The release, publication or
distribution of this announcement in jurisdictions outside the
United Kingdom 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
such restrictions may constitute a violation of the securities law
of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of: (i) the offeree company and (ii)
any securities exchange offeror(s). An Opening Position Disclosure
by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 pm on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm on
the 10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm on the
Business Day following the date of the relevant
dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Publication on a website
In
accordance with Rule 26.1 of the Code, a copy of this announcement
will be made available (subject to certain restrictions relating to
persons resident in restricted jurisdictions) on Media Concierge's
website at www.mediaconcierge.co.uk
by no later than
12 noon (London time) on the business day following the date of
this announcement. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Forward-looking statements
This announcement and any statements made regarding the
Possible Offer and other information published by Media Concierge
containing statements about Media Concierge, National World and/or
the combined group are or may be deemed to be forward-looking
statements. All statements other than statements of historical
facts included in this announcement, may be forward-looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "hopes", "continues", "would",
"could", "should", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; and (ii) business and management
strategies and the expansion and growth of Media Concierge,
National World or the combined group's operations and potential
cost and operating synergies resulting from the Possible Offer.
These forward-looking statements are not based on historical fact
and are not guarantees of future performance. By their nature, such
forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include,
but are not limited to, changes in political and economic
conditions, changes in levels of capital investment, success of
business and operating initiatives, the impact of any acquisitions
or similar transactions, changes in tenants' strategies and
stability, changes in the regulatory environment and fluctuations
of rates, and changes in tax rates. Except as expressly provided in
this announcement, they have not been reviewed by the auditors of
Media Concierge or National World. Neither Media Concierge, nor any
of its respective members, associates or directors, officers,
employees or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. Neither Media Concierge, nor any of its respective members,
associates or directors, officers, employees or advisers assumes
any obligation to update or correct the information contained in
this announcement except as required by applicable law. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. Media Concierge disclaims any
obligation to correct or update any forward-looking or other
statements contained in this announcement, except as required by
applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
Further information
Europa Partners Limited ("Europa"), which is regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Media Concierge and for no one else in connection
with the Acquisition and will not be responsible to anyone other
than Media Concierge for providing the protections afforded to its
clients or for providing advice in connection with the Acquisition.
Neither Europa, 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 Europa in connection with the
Acquisition, this announcement, any statement contained herein or
otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Media Concierge and for no one
else in connection with the matters set out in this announcement
and will not be responsible to anyone other than Media Concierge
for providing the protections afforded to its clients or for
providing advice in relation to any matter referred to herein.
Neither Panmure Liberum, 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 Panmure Liberum in connection
with the Acquisition, this announcement, any statement contained
herein or otherwise.