Placing of New Ordinary Shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of its securities in the United States.

 Independent News & Media PLC  

INM ANNOUNCES SUCCESSFUL PLACING OF NEW ORDINARY SHARES TO FURTHER REDUCE DEBT AND ENHANCE EARNINGS

Ticker: (Bloomberg) INM.ID/ INM.LN and (Reuters) INME.I/ INME.L

Dublin/London 3 November 2010: Independent News & Media PLC (the "Company" or the "Group") is pleased to announce that it has raised proceeds of €29.3 million by way of a placing of 50,546,850 new ordinary shares (the "Placing Shares") at a price of €0.58 per share (the "Placing Price") (the "Placing"). J&E Davy acted as sole Bookrunner and Sponsor in connection with the Placing.

The Company will use the proceeds of the Placing to repay approximately €29 million of the principal of Bank Facility C currently outstanding. Facility C is a €36 million Payment in Kind Note ("PIK Note"), which bears interest at a rate of 25 per cent per annum, and arose as part of the Group's refinancing in December 2009. The balance of the PIK Note will remain in place subject to its original terms and conditions.

Due to the significant interest cost savings which will ensue (approximately €7 million in a full year), the redemption of the majority of this PIK Note will be immediately earnings enhancing and will eliminate a future significant dilution for existing shareholders.

In the 12 months to 30 June 2010, the Group had reduced its net debt by €327.5 million,-recourse net debt at 30 June 2010 was €543.2 million. Subsequent to the half year, the Group disposed of its remaining 5.7% stake in Jagran Prakashan Limited for €32.6 million, which together with the redemption of the majority of the PIK Note and the impact of positive cash flows in the period will lead to a further significant reduction in recourse net debt at the end of 2010 and a further demonstration of INM's ongoing commitment to deleveraging.

The allotment of the Placing Shares is conditional on admission of the Placing Shares to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and to trading on the respective regulated markets for listed securities of the Irish Stock Exchange and the London Stock Exchange. No new shareholder approvals are required in connection with the completion of this Placing.

The Placing Price represents a modest discount of 3.8% to €0.603 being the closing market price per ordinary share on the Irish Stock Exchange on 2 November 2010. The Placing Shares represent approximately 9.99% per cent of the Company's issued ordinary share capital (including treasury shares) and will represent approximately 9.09% of the enlarged issued ordinary share capital (including treasury shares), and will, on issue, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares in the Company.

Commenting on the Placing, Gavin O'Reilly, Group Chief Executive Officer of Independent News & Media PLC said:

"INM is pleased to announce the successful completion of the Placing. Proceeds will be applied towards further debt reduction and, in particular, to pay down an expensive component of INM's existing capital structure.

The Placing reduces INM's net debt, improves our capital structure, lowers debt servicing costs and is immediately earnings accretive for all shareholders. The Group is committed to continued debt pay down to create value for shareholders.

 The Board is particularly pleased with the support shown by new institutional investors in this Placing which broadens the Group's shareholder base and underscores its institutional appeal."

For further information, please contact:

Share Admission & Total Voting Rights

Application will be made to the Irish Stock Exchange and the UK Listing Authority for the Placing Shares to be admitted to the Official Lists and application will be made to the Irish Stock Exchange and the London Stock Exchange for such Placing Shares to be admitted to trading on their respective regulated markets for listed securities. It is expected that such admission will become effective and that dealings will commence on 9 November 2010.

Following Admission, the Company's issued share capital will consist of 556,015,358 Ordinary Shares of nominal value €0.35 each of which the Company holds 5,597,076 Ordinary Shares in treasury, which do not carry voting rights. Therefore the total number of shares with voting rights is 550,418,282.

The above figure of 550,418,282 may be used by shareholders as a denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Central Bank of Ireland.

Facility C / PIK Note

Facility C is a term loan facility in an aggregate amount of €36,000,000 which was used to pay accrued but unpaid interest and to discharge costs and expenses relating to the restructuring in 2009.

The rate of interest applicable to the term loan under Facility C is a payment in kind (PIK) rate of 25 per cent per annum, which while the loan remains outstanding will capitalise on an annual basis commencing in December 2010, unless the Company elects to pay accrued interest at the relevant time.

The principal of the term loan under Facility C will be repaid after all other facilities (except that it is subject to mandatory prepayment in priority to all other facilities from the proceeds of any subordinated debt issuance, the terms of which are approved by the banks, or new equity issuance).

Given the very high interest rate attaching to this Facility C, the proposed redemption of a substantial proportion of it will be immediately earnings enhancing.

Additional Information

J&E Davy (trading as Davy), which is authorised and regulated in Ireland by the Central Bank of Ireland is acting as agent of Independent News & Media PLC and no one else in relation to the Placing and will not be responsible to anyone other than Independent News & Media PLC for providing the protections afforded to clients of Davy nor for providing advice in relation to the Placing or any other transaction, arrangement or matter referred to herein.

This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue or subscribe for any securities in the United States, Australia, Canada or Japan or any jurisdiction in which such offer or solicitation is or would be unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company or Davy and should not be relied upon in connection with any decision to acquire ordinary shares or any other securities of the Company.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Davy or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.