3rd Jul 2007 10:04
Independent News & Media PLC03 July 2007 APN News & Media Annual General Meeting Sydney, 3 July 2007 Chairman's Address to Shareholders: Sydney (3rd July 2007), the Chairman of APN News and Media LTD ("APN") in whichIndependent News and Media PLC ("INM") (Ticker: INWS.I; INWS.L) holds a 38.5%shareholding, made the following address at the APN Annual General Meeting heldon 3rd July 2007; As you know, this meeting was initially due to be held in April but was delayeddue to the offer for the Company by a consortium comprising Independent News &Media, the Carlyle Group and Providence Equity Partners, which was finally votedon by all shareholders on Tuesday 25th May. Scheme of Arrangement Before I move on to give you a general summary of 2006, I want to make somecomments regarding the Scheme of Arrangement put to shareholders on 25th May. As soon as APN received the unsolicited approach back in October last year, anIndependent Committee comprising Directors not affiliated with INM wasestablished by your Board to handle all aspects of the approach. ThatCommittee's primary objective was to negotiate with the Consortium to extractthe best possible price for all shareholders, and then let you decide the futureof the Company. It is important to note that the Committee's decision to recommend the proposalwas supported by the Independent Expert Deloitte, who concluded that the Schemewas in the best interest of shareholders. While the vote at the Scheme Meeting did not achieve the 75% majority requiredto enable the proposal to proceed, I would like to make two observations onbehalf of the Board. First, we are very pleased with the number of shareholders, both small andlarge, who decided to vote. It showed your active ongoing interest in followingthe Company. In our view, it was an unprecedented voter turn-out, with about80% of those shareholders who were eligible to vote, voting in favour of theproposed Scheme of Arrangement. Second, the majority of institutions voted in favour of the Scheme, and in totalmore than 50% of all votes cast were in favour of the Scheme. I want to again thank all those shareholders who cast their votes at thatmeeting, with the outcome clearly supporting the Board's decision to put thevote to shareholders. I would like to thank the Independent Committee, under the Chairmanship of TedHarris, for their work which was carried out over a prolonged period of time inwhat was a volatile and challenging environment. Following the outcome of the Scheme Meeting, the APN Board announced the paymentof a 20 cent unfranked Final Dividend for 2006, which you have already received.This took the total 2006 dividend to 29.7 cents per share. The increaserecognised some special factors, including the delay in receipt of the paymentand the unfranked value of the dividend. 2006 Results I would normally provide you with a detailed overview of the 2006 results, butas these have already been comprehensively dealt with in the Scheme Booklet andAnnual Report, I would just like to touch on a few areas that will be ofinterest to you. APN has produced another record profit result with net profit after tax for 2006increasing by 7% to $159.5 million. After a number of years of record results, to grow profits again in what was avery competitive market is a commendable achievement. It is five years since the acquisition of Wilson and Horton in New Zealand,which was a transformative event for your company. In that time, net profitafter tax as reported has returned a compound annual growth rate of more than15%, with EPS growth of more than 13% on the same basis. The result highlights APN's enviable position as a truly diverse multimediaCompany with exposure to a range of different media sectors across the spread ofeconomic conditions in a variety of geographic locations. The benefit of this portfolio strategy was again shown this past year wheretight market conditions in Auckland, New South Wales and Victoria were offset byongoing good growth in regional Queensland. Our balance of media assets across Publishing, Radio, Online and Outdoorcontinues to provide the Company with a strong foundation for ongoing growth. APN Operations While the proposed offer for APN may have captured most of the headlines, yourmanagement team has been very active in both corporate development and therestructure of our businesses, including: • the completion of a number of strategic bolt-on acquisitions; • the continued development of online activities; • significant progress with our capital expenditure programme, particularly in relation to our press facilities; • continuing the brand extension programme across New Zealand radio, and • an ongoing programme of restructuring business practices across the organisation. Indeed just this morning it has been announced that we have completed theacquisition of the 50% interest in Toowoomba Newspapers that we did not alreadyown. This sizeable acquisition follows on from a highly successful partnershipspanning several decades with our joint venture partner. The Chief Executive Brendan Hopkins will provide further details of theseactivities in his presentation to you shortly. Capital Management The Company remains committed to maximising returns to shareholders througheffective management of its capital. Two years ago the Company commenced ashare buy back programme in anticipation of the conversion over time of the 63million convertible notes on issue at that time. The Notes have now all beenconverted or redeemed. Naturally the buy back was suspended whilst the consortium proposal was beingconsidered and accordingly the Company has not bought back as many shares asoriginally intended. Having regard to the above, the Company has today lodged an announcement withthe ASX advising that the buy back will be reinstated for a further twelve-monthperiod. Outlook The Scheme Booklet outlined the Company's expectations for 2007 EBITDA growth of8.7% from the $349 million recorded in 2006 underpinned by strong contributionsfrom Outdoor, a significant programme of business restructuring, as well as somerecovery in our key markets in the second half. For the 2007 year to date, trading is in line with expectations and with lastyear's first half, which was the slightly stronger of the two halves. Outdoor and the business restructure are on target and apart from the impact ofany incremental development initiatives, provided our markets perform, the Boardexpects that our earnings growth targets for the second half of the year shouldbe achieved. Finally, on behalf of the Board, I would like to extend my thanks to the ChiefExecutive, Brendan Hopkins, and his senior management team and to all APNemployees for another year of achievement. In addition, I would like to record my appreciation for the continuing supportof all APN shareholders. -- ENDS -- -------------------------------------------------------------------------------- About APN APN News & Media Limited (ASX, NZX:APN) is the largest media company in NewZealand, where it owns The New Zealand Herald, the country's largest newspaper.APN is the largest radio and outdoor advertising operator in Australasia as wellas Australia's leading regional publisher. APN is a leader in online in both NewZealand and in Queensland and has been listed on the Australian Stock Exchangesince 1992, and on the New Zealand Stock Exchange sine June 2004. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Independent News & Media