30th May 2008 09:46
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.
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 PUBLISHED BY JOHNSTON PRESS PLC ON 14 MAY 2008 IN CONNECTION WITH THE PROPOSED SUBSCRIPTION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AT 53 MANOR PLACE, EDINBURGH EH3 7EG AND WILL BE AVAILABLE FOR INSPECTION BY THE PUBLIC DURING NORMAL BUSINESS HOURS ON ANY DAY (EXCEPT SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS) AT THE FINANCIAL SERVICES AUTHORITY'S DOCUMENT VIEWING FACILITY.
Johnston Press plc
30 May 2008
Johnston Press plc ("Johnston Press" or the "Company")
Results of Extraordinary General Meeting and despatch of Provisional Allotment Letters
Johnston Press plc announces that at the Extraordinary General Meeting held today for the purposes of passing certain resolutions relating to the proposed Subscription and Rights Issue announced on 14 May 2008, the Resolutions put to the meeting were duly passed without amendment.
Under the terms of the Rights Issue, the Company intends to raise an aggregate amount of approximately GBP162.0 million (net of expenses) by way of a 1 for 1 rights issue of 319,869,883 New Ordinary Shares at a price of 53 pence per share. Under the terms of the Subscription, the Company intends to raise approximately GBP42.3 million (net of expenses) through the subscription by Gromwell Limited (a wholly-owned subsidiary of Usaha Tegas Sdn Bhd) of 31,486,988 New Ordinary Shares at a price of 135.75 pence per share. Save for the Subscription and the irrevocable undertakings of the Johnston family and Usaha Tegas to take up their rights in respect of their shareholdings pursuant to the Rights Issue, the Rights Issue has been fully underwritten by Deutsche Bank.
Provisional Allotment Letters will be posted to Qualifying Non-CREST Shareholders on 31 May 2008, save as stated in the Prospectus. It is expected that the Nil Paid Rights will be enabled for settlement in CREST by 8.00 am on 2 June 2008. It is expected that Admission to the Official List will become effective and that dealings in the New Ordinary Shares will commence on the London Stock Exchange, nil paid, at 8.00 am on 2 June 2008. The latest time and date for acceptance and payment in full is 11.00 am on 23 June 2008.
Definitions used in the prospectus dated 14 May 2008 apply to this announcement unless the context otherwise requires.
Details of proxy voting instructions, lodged prior to the Meetings, are set out below:
|
Resolution |
For |
Against |
Discretion |
Withheld |
|
1. THAT the ordinary share capital of the Company be and it is hereby increased from £39,000,000 to £86,000,000, by the creation of 470,000,000 ordinary shares of 10p each identical to and ranking pari passu with the existing authorised but unissued ordinary shares of 10p each in the capital of the Company; |
226,706,352 |
742,551 |
59,706 |
190,811 |
|
2. THAT, subject to and conditional upon the passing of resolution 1 above and resolution 3 below: (a) the Directors be and they are hereby generally unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (the "Act") (and in substitution for all existing authority to allot relevant securities) to exercise all the powers of the Company to allot relevant securities (within the meaning of section 80(2) of the said Act) in connection with the subscription for such securities by Usaha Tegas Sdn Bhd or one of its wholly owned subsidiaries up to an aggregate nominal amount of £3,148,698.80, representing approximately 10.9 per cent. of the existing issued share capital of the Company; and (b) the Directors be empowered to allot equity securities (as defined in section 94(2) of the Act) of the Company pursuant to the authority conferred by part (a) of this resolution for cash as if section 89(1) of said Act did not apply to any such allotment; |
226,402,833 |
284,267 |
67,939 |
944,381 |
|
3. THAT, subject to and conditional upon the passing of resolutions 1 and 2 above and upon the Underwriting Agreement having become unconditional in all respects, save for any condition relating to Admission having occurred, (as such terms are defined in the prospectus of the Company dated 14 May 2008, a copy of which has been produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification only (the "Prospectus")): (a) The Directors be and they are hereby generally unconditionally authorised for the purposes of section 80 of the Act (and in addition to the authority to allot relevant securities set out in resolution 2 above) to exercise all the powers of the Company to allot relevant securities (within the meaning of section 80(2) of the said Act) up to an aggregate nominal amount of £31,986,988.30 in connection with the Rights Issue (as defined in the Prospectus) and otherwise up to an additional £21,324,658.80, such authority to expire on 25 April 2013 (save that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if such authority had not expired); and (b) The Directors be empowered to allot equity securities (as defined in section 94(2) of the Act) of the Company pursuant to the authority conferred by part (a) of this resolution for cash as if section 89(1) of said Act did not apply to any such allotment provided that this power shall be limited to: (i) the allotment of 319,869,883 ordinary shares of 10p each pursuant to the Rights Issue; (ii) the allotment of such equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised body in, any territory; and (iii) the allotment (otherwise than pursuant to sub-paragraphs (i) and (ii) of equity securities up to an aggregate nominal value of £3,198,698, provided that this power shall expire immediately prior to the Company's annual general meeting in 2009 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power hereby conferred had not expired. |
226,528,243 |
350,749 |
66,904 |
753,524 |
Resolution 1 was proposed as an ordinary resolution and Resolutions 2 and 3 were proposed as special resolutions.
An abstention is not a vote in law and is not counted in the calculation of proportion of votes "For" or "Against" a resolution.
The total number of ordinary shares of 10p in issue as at 30 May 2008 was 288,382,895.
Enquiries:
Johnston Press
Tim Bowdler
Stuart Paterson
+44(0)131 225 3361
Buchanan
Richard Oldworth
Suzanne Brocks
+44(0)20 7466 5000
Deutsche Bank AG, London Branch ("Deutsche Bank") is regulated for the conduct of UK business by the FSA. Deutsche Bank is acting for the Company and no-one else in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protections afforded to customers of Deutsche Bank, or for advising any such person on the contents of the Prospectus or any transaction referred to therein.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any securities under the US Securities Act, and does not intend to offer the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy New Ordinary Shares or to take up entitlements to Nil Paid Rights in any jurisdiction in which such offer or solicitation is unlawful. Neither this announcement, nor the Prospectus, nor the Provisional Allotment Letter will be distributed in or into the Australia, Canada, Japan or the Republic of South Africa.
The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the relevant laws of any state, province or territory of Australia, Canada or Japan and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within Australia, Canada or Japan except pursuant to an applicable exemption.
The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been or will not be registered under the relevant laws of any state, province or territory of Australia, Canada or Japan and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within Australia, Canada or Japan except pursuant to an applicable exemption.
Related Shares:
Johnston Press PLC