Proposed GBP49.9 million Righ

4th Jun 2008 07:46



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY UTV MEDIA PLC TODAY IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.

4 June 2008

For Immediate Release

UTV Media plc

(''UTV", the "Company" or "the Group")

Proposed £49.9 million Rights Issue

The Board of UTV announces that it proposes to raise approximately £49.9 million in a rights issue as part of an overall refinancing which will reduce the group's gearing, strengthen the balance sheet and enable the continuation of its strategy of developing a diversified multimedia business. 

The Rights Issue will be undertaken on the basis of 2 Rights Issue Shares for every 3 Existing Ordinary Shares held on 17 June at the Rights Issue Price of 130 pence per Rights Issue Share.  This is subject to shareholder approval.

Highlights

A fully underwritten rights issue to raise approximately £49.9 million on the basis of 2 Rights Issue Shares for every 3 Existing Ordinary Shares at 130 pence per share

The net proceeds of the Rights Issue will be used to reduce the overall gearing, strengthen the balance sheet and enable the continuation of the strategy of developing a diversified multimedia business

The Group has put in place new five year finance facilities to provide debt funding and working capital facilities 

Following completion of the Rights Issue, UTV intends to continue its current dividend policy

Trading continues in line with the Interim Management Statement released on 16 May 2008 

The Rights Issue Price of 130 pence per Rights Issue Share represents a discount of approximately 39.0% to the middle-market closing price per Existing Ordinary Share of 213 pence on 3 June 2008, the last business day before the announcement of the Rights Issue. 

In conjunction with the Rights Issue, the Group has put in place new five year finance facilities. While the Board had originally intended to commence the refinancing of its existing debt facilities during Summer 2008, it has now decided to accelerate the refinancing process given the prevailing and potentially worsening financial market conditions.  

Together with the net proceeds of the Rights Issue, the new finance facilities will be used to reduce the overall gearing level of the Group, thereby strengthening the Group's balance sheet and enabling it to continue its strategy of developing a diversified multimedia business.

Expenses relating to the Rights Issue are expected to be approximately £3.2 million resulting in net proceeds receivable by UTV of approximately £46.7 million.

The Rights Issue has been fully underwritten by the Joint Underwriters, Numis and Goodbody Stockbrokers.

John McCann, Chief Executive of UTV said:

"I am pleased that we are able to maintain our cautiously optimistic outlook for this year and have completed the refinancing of the Group in the context of very challenging credit markets."

"We believe it is important to put in place a balance sheet structure and refinancing package of debt and equity that is both robust and cost effective." 

There will be an analyst conference call at 9.30 am on 4 June 2008

Dial in: +44 (0) 20 7138 0826

Passcode: 6742697

For further information contact:

UTV Media plc:

John McCann 

Group Chief Executive 

Telephone: +44 (0) 28 90 262202

Paul O'Brien

Group Finance Director

Telephone: + 44 (0) 28 90 262098

Maitland:

Anthony Silverman

Rowan Brown

Telephone: +44 (0) 20 7379 5151

Numis Securities Limited:

Jag Mundi

Christopher Wilkinson

Telephone: +44 (0) 20 7260 1000

Goodbody Corporate Finance:

Kevin Keating

Telephone: + 353 (0) 1 667 0420

This summary should be read in conjunction with the detailed announcement which follows.

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY UTV MEDIA PLC TODAY IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.

4 June 2008

For Immediate Release

UTV Media plc

(''UTV", the Company" or "the Group")

Proposed 2 for 3 Rights Issue of 38,361,011 Rights Issue Shares

at 130 pence per Existing Ordinary Share

and

Notice of General Meeting

Introduction

The Board of UTV announces that, subject to the approval of Shareholders, it proposes to raise approximately £49.9 million by the issue of 38,361,011 Rights Issue Shares by way of a Rights Issue. The Rights Issue will be undertaken on the basis of 2 Rights Issue Shares for every 3 Existing Ordinary Shares held on 17 June 2008 at the Rights Issue Price of 130 pence per Rights Issue Share. 

The Rights Issue Price represents a discount of approximately 39.0% to the middle-market price per Existing Ordinary Share of 213 pence on 3 June 2008, the last business day before the announcement of the Rights Issue. 

In conjunction with the Rights Issue, the Group has put in place the New Five Year Facilities which, together with the net proceeds of the Rights Issue receivable by the Company, will be used to refinance the Group, thereby strengthening its balance sheet and enabling it to continue its strategy of developing a diversified multimedia business.

Other than in relation to an aggregate of 662,237 Rights Issue Shares in respect of which all of the Directors have irrevocably undertaken to take up their rights pursuant to the Rights Issue, the Rights Issue has been fully underwritten by the Joint Underwriters, Numis and Goodbody Stockbrokers.

Background to and reasons for the Rights Issue and use of net proceeds

UTV has grown significantly in recent years from a standalone television company to a multimedia business providing television, radio and internet services in both the UK and the Republic of Ireland. This diversification has been achieved both through organic growth as well as through a number of acquisitions, including the acquisition in 2005 of TWG (comprising the national talkSPORT licence, 17 ILRs and broadcasting facilities) and of the Independent Broadcasting Corporation (trading as LMFM), and, more recently, the acquisitions in 2008 of Tibus (a leading all Ireland web development company) and FM104 (the leading commercial radio station in Dublin). These acquisitions have been funded primarily through debt facilities made available from the Group's principal banks, which throughout this time have been, and continue to be, strongly supportive of the Group.

While the Board continues to be confident about the prospects for long term growth of the Group, it is mindful of the need to balance risk with prudence in the context of uncertain financial market conditions. Since the date the FM104 Circular was issued, financial market conditions have become considerably more uncertain due to the continuing tightening of global credit markets. While the Board had originally intended to commence the refinancing of its existing debt facilities during Summer 2008, it has now decided to accelerate the refinancing process given the prevailing and potentially worsening financial market conditions. It is in this context that the Directors have reviewed the balance sheet structure of the Group, and taking into account the significantly increased cost of debt available in current markets, the Directors have concluded that it is in the best interests of the Group and of Shareholders as a whole to include an equity issue as part of this refinancing in order to reduce the overall gearing level of the Group. The Group has also put in place New Five Year Facilities which together with the net proceeds of the Rights Issue receivable by the Company, will strengthen the Group's balance sheet and enable it to continue its strategy of developing a diversified multimedia business. 

The net proceeds of the Rights Issue receivable by the Company (expected to be approximately £46.7 million) will be used to reduce the Group's debt and consequently improve its overall gearing.

New Five Year Facilities Agreement

In conjunction with the Rights Issue, the Group has put in place new banking facilities by way of the New Five Year Facilities Agreement which comprises a five year, £95 million and €50 million debt facility with the Bank of Ireland as arranger, facility agent and lender. This revised facility has been syndicated to a group of three banks comprising Barclays Bank, Allied Irish Bank and Ulster Bank. Subject to Admission, the New Five Year Facilities will provide debt funding and working capital facilities following the date of drawdown and, together with the net proceeds of the Rights Issue receivable by the Company, will be used to refinance the Group's existing facilities.

Dividend policy

The Directors recommended a final dividend for the year to 31 December 2007 of 8.30p (2006: 8.00p) which represented a 4% increase over the prior year's final dividend, making a total dividend for 2007 of 13.50p (2006: 13.00p), an increase of 4% over the same period. The final dividend will be paid on 11 June 2008 to all Shareholders who were on the register of members of the Company at the close of business on 25 March 2008. 

The Rights Issue Shares will rank pari passu in all respects with the Existing Ordinary Shares, save that they will not participate in the final dividend for the year to 31 December 2007 referred to above. Following completion of the Rights Issue, UTV intends to continue its current dividend policy.

Current trading

On 16 May 2008, UTV announced its first Interim Management Statement covering the period from the beginning of the Group's financial year, 1 January 2008, to 16 May 2008 and incorporating the Group's first four month trading period ending 30 April 2008.  Since the date of the announcement of the Interim Management Statement, trading has been in line with the Directors' expectations.

Principal terms and timing of the Rights Issue

The Company proposes to raise approximately £49.9 million by way of the Rights Issue of 38,361,011 Rights Issue Shares. The Rights Issue Shares will be offered by way of rights to all Qualifying Shareholders (other than certain Overseas Shareholders) on the following basis:

2 Rights Issue Shares at 130 pence per Rights Issue Share for every 3 Existing Ordinary Shares

held and registered in their name at the close of business on 17 June 2008 and so in proportion for any other number of Existing Ordinary Shares held. Fractions of Rights Issue Shares will be aggregated by the Company and sold in the market.

The Rights Issue is conditional on, amongst other things, the passing without amendment of the Resolutions at the General Meeting, certain conditions in the Underwriting Agreement being fulfilled before Admission and the Underwriting Agreement not being terminated prior to Admission.

The Rights Issue Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive in full all dividends and other distributions declared on the Ordinary Shares after their date of issue but, for the avoidance of doubt, will have no right to the final dividend declared relating to the financial year ended 31 December 2007.

Expenses relating to the Rights Issue and the refinancing of the Group's debt facilities are expected to be approximately £3.2 million resulting in net proceeds receivable by UTV of approximately £46.7 million.

Directors' interests and irrevocable undertakings

The Directors have each irrevocably undertaken to vote in favour of the Resolutions to approve the Rights Issue which are due to be proposed at the General Meeting referred to below and to take up their respective entitlements to their Rights Issue Shares in full in respect of the 993,360 Existing Ordinary Shares held by them at 3 June 2008, being the latest practicable date prior to the publication of this announcement.

Following the Rights Issue, the Directors and their respective connected persons will beneficially own, in aggregate, approximately 1.7% of the ordinary issued share capital of the Company, as enlarged by the Rights Issue.

Recommendation

The Board considers that the Rights Issue and the Resolutions to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do in respect of their own beneficial holdings amounting in aggregate to 993,360 Existing Ordinary Shares representing approximately 1.7% of the Existing Ordinary Shares.

General Meeting

A General Meeting is to be held at the offices of Travers Smith at 10 Snow Hill, London EC1A 2AL at 12.00 noon on 20 June 2008.  At the General Meeting, the Resolutions will be proposed to:

 

(i) increase the authorised share capital of the Company to allow for the issue of the Rights Issue Shares and to provide appropriate headroom following completion of the Rights Issue;

 

(ii) grant the Directors authority to allot relevant securities up to a maximum aggregate nominal amount equal to £3,614,700 in connection with the Rights Issue and to provide the Directors with customary authority to allot additional Ordinary Shares following the Rights Issue; and

(iii) disapply the statutory pre-emption procedure set out in Article 99 of the Order.

The directors have no current plans to allow shares pursuant to such authority other than in connection with the Rights Issue. The Resolutions are required in order to effect the Rights Issue and the Rights Issue is conditional upon them being passed at the General Meeting.

Expected timetable of principal events (all dates 2008)

Publication of prospectus and Forms of Proxy	4 June
Expected date for payment of proposed UTV final dividend for financial year ended 31 December 2007	11 June
Record Date for entitlement to the Rights Issue	Close of business on  17 June
Latest time and date for receipt of Forms of Proxy	12.00 pm on 18 June
General Meeting	12.00 pm on 20 June
Despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only)	20 June
Dealings in Rights Issue Shares, nil paid, commence on the London Stock Exchange and the Irish Stock Exchange	8.00 am on 23 June
Existing Ordinary Shares marked ''ex-rights'' by the London Stock Exchange and the Irish Stock Exchange	8.00 am on 23 June
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)	as soon as practicable after 8.00 am on 23 June
Nil Paid Rights and Fully Paid Rights enabled in CREST	as soon as practicable after 8.00 am on 23 June
Recommended latest time for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them to certificated form)	4.30 pm on 7 July
Latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights into a CREST stock account	3.00 pm on 8 July
Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid	3.00 pm on 9 July
Latest time and date for acceptance of payment in full for and registration of renounced Provisional Allotment Letters	11.00 am on 14 July
Dealings to commence in Rights Issue Shares, fully paid, on the London Stock Exchange and the Irish Stock Exchange	8.00 am on 15 July
Rights Issue Shares credited to CREST stock accounts (uncertificated Shareholders only)	8.00 am on 15 July
Despatch of definitive share certificates for Rights Issue Shares (certificated Shareholders only)	22 July

References to times are to London time unless otherwise stated.

The dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company (in consultation with the Joint Sponsors), in which event details of the new dates will be notified to the UKLA, the London Stock Exchange, the Irish Stock Exchange and, where appropriate, to Shareholders. 

Other

It is anticipated that a Prospectus providing further details of the Rights Issue and convening the General Meeting will be published today and posted to Shareholders.  Copies of the Prospectus will be available from the Registered office of UTV at Ormeau Road, Belfast BT7 1EB. The Prospectus will also be available during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excepted) from the date of its publication until Admission at the offices of Travers Smith at 10 Snow Hill, London EC1A 2AL. 

Definitions

‘‘Admission’’	the admission of the Rights Issue Shares to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange’s market for listed securities and to the Irish Official List and to the regulated market of the Irish Stock Exchange
‘‘Board’’ or ‘‘Directors’’	the directors of the Company as at the date of this document
‘‘Company’’ or ‘‘UTV Media’’	UTV Media plc
‘‘CREST’’	the relevant system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
‘‘Existing Ordinary Shares’’	the 57,541,517 Ordinary Shares in issue at the date of this announcement
‘‘FM104 Circular’’	the circular and notice of extraordinary general meeting dated 20 March 2008 in relation to the acquisition by UTV of Capital Radio Productions plc and Babstova plc (together, FM104)
‘‘Fully Paid Rights’’	rights to acquire Rights Issue Shares, fully paid
‘‘GB’’ or ‘‘Great Britain’’	England, Scotland and Wales
‘‘General Meeting’’	the General Meeting of the Company convened at the offices of Travers Smith at 10 Snow Hill, London EC1A 2AL at 12.00 noon on 20 June 2008
‘‘Group’’ or ‘‘UTV’’	the Company and its subsidiary undertakings
‘‘ILRs’	independent local radio stations
‘‘Ireland’’	the Republic of Ireland and Northern Ireland
‘‘Irish Official List’’	the official list of the Irish Stock Exchange
‘‘Irish Stock Exchange’’	the Irish Stock Exchange Limited
‘‘Joint Sponsors’’	Goodbody Corporate Finance and Numis
‘‘Joint Underwriters’’	Goodbody Stockbrokers and Numis
‘‘London Stock Exchange’’ or ‘‘LSE’’	the London Stock Exchange plc
‘‘New Five Year Facilities’’	the £95 million and €50 million loans made available to UTV Media plc, UTV Limited and UTV Radio (ROI) Limited pursuant to the New Five Year Facilities Agreement
‘‘New Five Year Facilities Agreement’’	the facilities agreement originally dated 6 May 2005, as amended and restated pursuant to amendment and restatement deeds/ agreements dated 28 November 2006, 15 October 2007, 10 April 2008 and 3 June 2008, and made between, amongst others The Governor and Company of the Bank of Ireland, UTV Media plc, UTV Limited and UTV Radio (ROI) Limited
‘‘Nil Paid Rights’’	Rights Issue Shares, in nil paid form, to be provisionally allotted to Qualifying Shareholders (other than certain overseas shareholders) pursuant to the Rights Issue
‘‘Northern Ireland’’	the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland
‘‘Numis’’	Numis Securities Limited
‘‘Official List’’	the official list of the UKLA
‘‘Ordinary Shares’’	the ordinary shares of 5 pence each in the Company
‘‘Provisional Allotment Letter’’ or ‘‘PAL’’	the renounceable provisional letter of allotment sent to Qualifying Shareholders (other than certain Overseas Shareholders) pursuant to the Rights Issue
‘‘Qualifying CREST Shareholders’’	Qualifying Shareholders holding Ordinary Shares in uncertificated form
‘‘Qualifying non-CREST Shareholders’’	Qualifying Shareholders holding Ordinary Shares in certificated Form
‘‘Qualifying Shareholders’’	holders of Ordinary Shares on the register of members of the Company on the Record Date
‘‘Record Date’’	the record date for the Rights Issue, being the close of business on 17 June 2008
‘‘Resolutions’’	the resolutions set out in the notice of General Meeting at the end of the prospectus document
‘‘Rights Issue’’	the issue by way of rights to Qualifying Shareholders (other than certain Overseas Shareholders) of up to 38,361,011 new Ordinary Shares on the basis of 2 Rights Issue Shares for every 3 Existing Ordinary Shares held at 130 per share on the terms described in this document
‘‘Rights Issue Price’’	130 pence per Rights Issue Share
‘‘Rights Issue Shares’’	38,361,011 New Ordinary Shares proposed to be allotted and issued by the Company pursuant to the Rights Issue
‘‘Shareholder’’	a holder of an Ordinary Share
‘‘UK Listing Authority’’ or ‘‘UKLA’’	the FSA acting in its capacity as the competent authority to the purposes of Part VI of FSMA
‘‘UK’’ or ‘‘United Kingdom’’	the United Kingdom of Great Britain and Northern Ireland, its territories and dependencies
‘‘Underwritten Shares’’	the Rights Issue Shares excluding Rights Issue Shares in respect of which certain Shareholders have irrevocably undertaken to subscribe
‘‘Underwriting Agreement’’	the conditional agreement dated 4 June 2008 between the Company, the Joint Sponsors and the Joint Underwriters described in paragraph 18 of Part 10 of this document
‘‘US’’ or ‘‘United States’’	the United States of America, its territories and possessions, any state of the United States and the District of Columbia

 

 

Numis, which is regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis or for providing advice in relation to the Rights Issue and/or the contents of this announcement.

Goodbody Corporate Finance, which is regulated in the Republic of Ireland by the Financial Regulator, is acting for the Company and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goodbody Corporate Finance or for providing advice in relation to the Rights Issue and/or the contents of this announcement.

Goodbody Stockbrokers, which is regulated in the Republic of Ireland by the Financial Regulator, is acting for the Company and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goodbody Stockbrokers or for providing advice in relation to the Rights Issue and/or the contents of this announcement.

It is anticipated that a Prospectus providing further details of the Rights Issue and convening the General Meeting will be published today and posted to Shareholders. Copies of the Prospectus will be available from the Registered office of UTV at Ormeau Road, Belfast BT7 1EB. The Prospectus will also be available during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excepted) from the date of its publication until Admission at the offices of Travers Smith at 10 Snow Hill, London EC1A 2AL.

This announcement does not constitute an offer to sell or the solicitation of an offer to acquire the Rights Issue Shares or to take up entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. None of the Existing Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares or the Provisional Allotment Letters have been or will be registered under the United States Securities Act of 1933 (as amended) or under the applicable securities laws of any state or other jurisdiction of the United States and will not qualify for distribution under any of the relevant securities laws of any of the Excluded Jurisdictions. Accordingly, unless a relevant exemption from such requirements is available, none of the Existing Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares or the Provisional Allotment Letters may, subject to certain exceptions, be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly, in or into the United States or any Excluded Jurisdiction or in any country, territory or possession where to do so may contravene local securities laws or regulations. Shareholders who believe that they, or persons on whose behalf they hold Existing Ordinary Shares, are eligible for an exemption from such requirements should refer to the Prospectus to be sent to Shareholders to determine whether and, if so, how they may participate in the Rights Issue. Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this announcement or the Provisional Allotment Letter in or into a jurisdiction outside the United Kingdom or the Republic of Ireland should read refer to the Prospectus to be sent to Shareholders.

The contents of the Company's website or any website directly or indirectly linked to the Company's website do not form part of this document.

This announcement contains information that will be updated by the Company as required by the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules. It includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''anticipates'', ''targets'', ''aims'', ''continues'', ''projects'', ''assumes'', ''expects'', ''intends'', ''may'', ''will'', ''would'' or ''should'', or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Group's and the Directors' intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, liquidity, prospects, growth strategies and the industries in which the Group operates. By their nature, forwardlooking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position of the Company, earnings, financial position, cash flows, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. None of these statements made in this statement in any way obviates the requirements of the Company to comply with the Prospectus Rules, the Disclosure and Transparency Rules, the Listing Rules or FSMA.

ENDIOEFIMFTMMIMMBP

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