14th May 2008 07:13
14 May 2008
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 TO BE PUBLISHED BY JOHNSTON PRESS PLC TODAY IN CONNECTION WITH THE PROPOSED SUBSCRIPTION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE
Johnston Press raises GBP212.3 Million
- Subscription by Usaha Tegas for 31.5 million New Ordinary Shares
- 1 for 1 Rights Issue at 53p underwritten by Deutsche Bank
The Board of Johnston Press plc ("Johnston Press", the "Group" or "Company") announces its intention, subject to the approval of Shareholders, to raise an aggregate amount of approximately GBP 212.3 million by means of a 1 for 1 rights issue of approximately 320 million New Ordinary Shares at a price of 53 pence per share (representing a 61.0 per cent discount to the closing price on 13 May 2008) (the "Rights Issue") with approximately GBP42.7 million through the subscription by Usaha Tegas of 31.5 million New Ordinary Shares (the "Subscription") at a price of 135.75 pence per Ordinary Share (the closing price on 13 May 2008 and the "Subscription price"). The proceeds of the Rights Issue and the Subscription will be used to pay down debt in order to strengthen the Company's balance sheet. Except in relation to ordinary shares that make up the Subscription, in respect of which undertakings to take up rights have been received, the Rights Issue has been fully underwritten by Deutsche Bank as Sole Bookrunner.
Certain members of the Johnston Press family, family trusts and other individuals holding (the "Family Shareholders") in aggregate 56.3 million Ordinary Shares (representing 19.5 per cent. of Johnston Press's existing Ordinary Shares) have agreed with Usaha Tegas to sell 32.0 million Ordinary Shares (representing 10.0 per cent. of Johnston Press's existing Ordinary Shares immediately following the Subscription) out of their aggregate holdings at the Subscription Price. The Family Shareholders have agreed in respect of their aggregate holding of 56.3 million Ordinary Shares (representing 19.5 per cent of Johnston Press's existing Ordinary Shares), to vote in favour of the Resolutions and in respect of the aggregate retained holding of 24.3 million Ordinary Shares (representing 7.6 per cent of Johnston Press's existing Ordinary Shares immediately following the Subscription), to take up their rights under the rights issue.
The Subscription, and the purchase of Ordinary Shares from certain members of the Johnston Press family, will be effected through Usaha Tegas' wholly owned subsidiary, Gromwell Limited ("Gromwell").
The Subscription and the Rights Issue are recommended by the Board as a proactive measure to recapitalise the business in light of:
Since the end of the 2007 financial year, the Company's trading performance has been adversely affected by decreasing advertising revenues and the Directors believe this challenging environment will continue in the near term.
The above factors have impacted on the Group's leverage and the Board's views on the Group's future funding needs. Whilst the business remains cash generative, current credit market conditions suggest a recapitalisation is a prudent measure
The Group recognises the need for continued investment in its evolution to becoming a multi-channel community media company.
The Directors believe that Usaha Tegas' knowledge and expertise in the media sector as a whole and its track record of investing in companies will provide the Company with valuable insight and guidance through the current macroeconomic climate and assist the Company in executing its business plan.
In view of these factors and as the current environment and outlook remain uncertain, there remains a possibility that if revenues were to deteriorate further, without the proceeds of the Subscription and the Rights Issue a breach of the Group's financial covenants could occur.
In order to mitigate against this risk and provide Johnston Press with a more stable capital structure, the Directors believe that the Group should recapitalise the business now, through the issue of equity. Due to the current difficulties in the credit markets, the Directors further believe that the Subscription and the Rights Issue are the most appropriate sources of funding at this stage in the cycle and protect shareholders from the significant erosion of equity value that a breach of the Group's financial covenants might bring.
Commenting on the Subscription and the Rights Issue, Tim Bowdler, Chief Executive of Johnston Press, said:
"I warmly welcome the strategic investment by Usaha Tegas in Johnston Press and together with the proceeds of the Rights Issue believe that this positions the business more strongly in the continued development of its market leading community media franchises."
Commenting on the Subscription Ralph Marshall of Usaha Tegas said:
"Usaha Tegas believes in the potential of Johnston Press. The strategic 20% shareholding will reinforce Johnson Press's efforts to develop new media opportunities on the foundation of its regional coverage and its traditional culture.
Usaha Tegas with its links globally in telecommunication and media will be a supportive shareholder, and will make contributions on a continuing basis where appropriate, in collaboration with internal management skills."
There will be an Analyst Presentation at 8:30am today at Buchanan's offices, 45 Moorfields, London, EC2Y 9AE.
Contacts
Johnston Press +44 13 1225 3361
Tim Bowdler
Stuart Paterson
Deutsche Bank +44 20 7545 8000
Charles Wilkinson
Toby Clark
Edward Law
Buchanan +44 20 7466 5000
Richard Oldworth
Suzanne Brocks
Finsbury +44 20 7251 3801
(PR adviser to Usaha Tegas)
Guy Lamming
Don Hunter
Background and reasons for the Subscription and the Rights Issue
Johnston Press is one of the largest local and regional newspaper publishers in the UK and has established an increasing presence on the Internet. Whilst regional media remains a key information provider, the Group recognises the need to make the transition from being a solely print medium to a combined print, online and mobile media business. As a result, Johnston Press is seeking to consolidate its print position whilst driving further value through an increased presence in the digital space.
The Board is, however, aware of the changing trading environment. Indeed Johnston Press has already seen a deterioration in advertising revenues, a significant proportion of which the Board believes are cyclical in nature, with the current economic climate already impacting on employment and property advertising revenues particularly. This is also expected to have a detrimental effect on revenues related to retail and other advertising in the short term. Whilst any slowdown in advertising is linked to a degree to the extent by which the economy declines, given that some categories have already seen declines resulting from structural rather than cyclical factors (for example in the motor industry), the Group's management is cognisant of the possible effect on the Group and its capital structure of both factors.
The factors outlined above have impacted both the leverage of the Group and the Board's views on the Group's future funding needs. The current environment and outlook are uncertain and there remains a possibility that if revenues were to deteriorate further, a breach of the Group's financial covenants could occur. In order to mitigate against this risk and provide Johnston Press with a more stable capital structure and continued access to the most appropriate and cost effective source of funding, the Directors believe that the Group should recapitalise the business now, through an issue of equity.
Before reaching the decision to proceed with the Rights Issue and the Subscription, the Board considered a range of alternative options which included amendments to the current financial arrangements, an adjustment to the dividend, possible disposals and sale and leaseback options, together with the ongoing management of costs and capital expenditure. These options were examined closely in conjunction with the Group's advisers and were deemed not to be appropriate in the current circumstances. Taking into account the above factors, in particular the desire to reduce any potential financial stress whilst allowing the Group to develop the business, the Board concluded that the Group should raise approximately £212.3 million in new equity by way of a Rights Issue and the Subscription to provide the appropriate balance between equity and debt for the Group.
Use of Proceeds
The net proceeds of the Rights Issue and the Subscription will be used to strengthen the Group's balance sheet and improve the Group's credit profile by increasing its equity and correspondingly reducing net debt. All the net proceeds will be used to pay down borrowings under the Group's current bank facilities.
Dividend policy
The Board's current intention is to use a substantial portion of its free cash flow to reduce the Group's indebtedness and therefore the Board intends to maintain a prudent level of dividend cover in the short term. However, when the level of indebtedness has been sufficiently reduced the Board's intention would then be to return a substantial amount of the Group's then free cash flow to shareholders.
EGM and Board recommendation
NOTICE is hereby given that an Extraordinary General Meeting of Johnston Press plc will be held at 9.00a.m on 30 May 2008 at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London, EC2A 2HA.
The Board considers the Rights Issue and the Subscription to be in the best interests of the Company and Shareholders as a whole.
Accordingly, the Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as each of the Directors intends to do in respect of their own beneficial holdings, which together amount to 11,248,219 Ordinary Shares, representing 3.9 per cent. of the issued share capital of the Company.
Each of the Executive Directors intend to sell a sufficient number of his rights under the Rights Issue to enable him to use the proceeds of such sale to purchase the remainder of his rights. With the exception of F P M Johnston, each of the Non-Executive Directors intends to take up his or her rights under the Rights Issue in full. F P M Johnston intends to take up a proportion of his rights under the Rights Issue.
Principal terms and conditions of the Rights Issue
The Company is proposing to raise approximately £169.5 million, by way of the Rights Issue. The Issue Price of 53 pence per New Ordinary Share, which is payable in full on acceptance by not later than 11.00am on 23 June represents a 61.0 per cent. discount to the closing middle market price of Johnston Press per Ordinary Share on 13 May 2008, the latest practicable date before the announcement of the Rights Issue.
Subject to the fulfilment of, amongst others, the conditions set out below, the Company will offer 319.9 million New Ordinary Shares by way of the Rights Issue to Qualifying Shareholders at 53 pence per new Ordinary Share payable in full on acceptance. The Rights Issue will be on the basis of:
1 New Ordinary Share for every 1 Ordinary Share
held by Qualifying Shareholders on the Record Date, and so in proportion to any other number of existing Ordinary Shares then held and otherwise on the terms and conditions set out in this document and, in the case of Qualifying non-CREST Shareholders only, the Provisional Allotment Letter. Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares including the right to all future dividends and other distributions declared, made or paid, save that they will not carry the right to the final dividend in respect of the year ended 31 December 2007.
The Rights Issue is conditional, amongst other things, upon:
Applications have been made to the FSA and to the London Stock Exchange for the New Ordinary Shares to be admitted, nil paid, to the Official List and to trading on the London Stock Exchange. It is expected that Admission will become effective and dealings in the Nil Paid Rights will commence on 2 June 2008.
Deutsche Bank, as underwriter, has conditionally agreed to procure subscribers or, failing which, itself to subscribe as principal for the New Ordinary Shares not taken up in the Rights Issue (and not subject to the undertakings to take up referred to below) at a price of 53 pence per share.
Terms of Subscription and undertakings by existing shareholders
Certain members of the Johnston Press family, family trusts and other individuals holding in aggregate 56.3 million Ordinary Shares (representing 19.5 per cent. of Johnston Press’s existing Ordinary Shares) have agreed with Usaha Tegas through its wholly owned subsidiary, Gromwell, to sell 32.0 million Ordinary Shares out of their aggregate holdings at a price of 135.75 pence per Ordinary Share.
The Family Shareholders have agreed in respect of their aggregate holding of 56.3 million Ordinary Shares (representing 19.5 per cent of Johnston Press's existing Ordinary Shares), to vote in favour of the Resolutions and in respect of the aggregate retained holding of 24.3 million Ordinary Shares (representing 7.6 per cent of Johnston Press's existing Ordinary Shares immediately following the Subscription), to take up their rights under the rights issue.
Usaha Tegas through its wholly owned subsidiary, Gromwell, has agreed to subscribe for 31.5 million New Ordinary Shares at a price of 135.75 pence per Ordinary Share. Usaha Tegas has in addition, in respect of the 32.0 million Ordinary Shares to be purchased from the Family Shareholders and in respect of the Subscription Shares which together would represent 20 per cent. of Johnston Press's then existing enlarged issued Ordinary Shares, undertaken to take up all of its rights under the Rights Issue.
The sale of the Ordinary Shares to Usaha Tegas and subscription by Usaha Tegas of the Subscription Shares are conditional, inter alia, upon the passing of the Resolutions at the Extraordinary General Meeting and the Underwriting Agreement not having been terminated prior to the completion of such Subscription and sale.
Extraordinary General Meeting
It is anticipated that a Prospectus providing further details of the Rights Issue and the Subscription and convening the Extraordinary General Meeting will be published today and posted to shareholders. The purpose of this meeting is to seek Shareholders' approval to the Resolutions set out in the Notice of Extraordinary General Meeting.
Employee Share Schemes
Under the terms of the Company's employee share schemes, adjustments may, and where required shall, be made by the Company's remuneration committee, to the exercise price of existing options and awards and to the number of Ordinary Shares comprised under the options or awards, to take account of the Rights Issue and the Subscription.
Any such adjustments shall be made in accordance with the rules of the relevant scheme. Where the relevant scheme is approved by HM Revenue & Customs or the Irish Revenue Commission, any adjustments shall be subject to the prior approval of the HM Revenue & Customs and the Irish Revenue Commission, respectively.
The effect of the Rights Issue and the Subscription on options and awards made or granted under the Company's employee share schemes will depend on the share scheme under which they were granted or awarded.
Expected timetable of principal events 2008
Latest time and date for receipt of Forms of Proxy 9.00am on 28 May
Extraordinary General Meeting 9.00am on 30 May
Admission of the Subscription Shares 8.00am on 2 June
Record Date for the Rights Issue close of business on 30 May
Despatch of Provisional Allotment Letter (to Qualifying non-CREST Shareholders only) 31 May
Stock accounts credited with Nil Paid Rights (for Qualifying CREST Shareholders) 8.00am on 2 June
Admission/commencement of dealings in Nil Paid Rights and Admission of the Subscription Shares 8.00am on 2 June
Nil Paid Rights enabled in CREST 8.00am on 2 June
Recommended latest time and date for requesting withdrawal of Nil Paid Rights from CREST (i.e. if your Nil Paid Rights are in CREST and you wish to convert them into certificated form) 4.30pm on 17 June
Latest time and date for depositing renounced Provisional Allotment Letters, nil paid, into CREST or for dematerialising Nil Paid Rights into a CREST stock account 3.00pm on 18 June
Latest time and date for splitting Provisional Allotment Letters, nil paid . .. 3.00pm on 19 June
Latest time and date for acceptance and payment in full 11.00am on 23 June
Commencement of dealing in New Ordinary Shares fully paid, New Ordinary Shares credited to CREST stock accounts 8.00am on 24 June
Despatch of definitive share certificates for New Ordinary Shares in certificated form by no later than 1 July
Deutsche Bank is acting exclusively for Johnston Press and for no-one else in relation to the Rights Issue and the Subscription, and will not be responsible to any other person for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Rights Issue or the Subscription.
A Prospectus relating to the Rights Issue and the Subscription and including the EGM notice is expected to be published today and posted to Shareholders. The Provisional Allotment Letters are expected to be dispatched on 31 May 2008. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights to be offered pursuant to the Rights Issue, the business of the Company and the industry in which the Company operates.
A copy of the Prospectus when published will be available from the registered office of Johnston Press plc at 53 Manor Place, Edinburgh EH3 7EG.. The Prospectus will also be available for inspection during normal business hours on any weekday (Saturday, Sundays and public holidays excepted) at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA] up to and including 23 June 2008.
This document is not a Prospectus but an advertisement and investors should not subscribe for any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus.
This document is issued by Johnston Press and approved solely for the purposes of Section 21(2)(b) of the Financial Services and Markets Act 2000 by Deutsche Bank AG, London Branch. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business.
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.
Neither the content of Johnston Press's website nor any website accessible by hyperlinks on Johnston Press's website is incorporated in, or forms part of, this announcement.
This announcement and/or the Prospectus and/or the Provisional Allotment Letters and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares should not be distributed into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No representation or warranty, express or implied, is made by Deutsche Bank as to the accuracy, completeness or verification of the information set forth in this document, and nothing contained in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Deutsche Bank does not assume any responsibility for its accuracy, completeness or verification and accordingly disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement.
The contents of this document should not be construed as legal, business or tax advice. Each
prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for advice. None of Johnston Press, Deutsche Bank, or any of their respective representatives is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree or purchaser or acquirer under the laws applicable to such offeree or purchaser or acquirer.
This announcement 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'', ''plans'', ''intends'', ''may'', ''will'', ''would'', ''could'' or ''should'' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, Johnston Press's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which Johnston Press operates. By their nature, forward-looking 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; the market position of Johnston Press; earnings, financial position, cash flows, return on capital and operating margins of Johnston Press; anticipated investments and capital expenditures of Johnston Press; 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. Subject to any requirement under the Listing Rules, Prospectus Rules or other applicable legislation or regulation, neither Johnston Press or Deutsche Bank undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this announcement.
Definitions and Glossary
The following definitions apply throughout this document, unless the context otherwise requires
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"1985 Act" |
the Companies Act 1985, as amended; |
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"2006 Act" |
the Companies Act 2006, as amended; |
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"A Preference Shares" |
13.75 per cent. "A" Cumulative Preference Shares of £1 each in the Company |
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"Acts" |
the 1985 Act and the 2006 Act; |
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"Admission" |
the admission of the New Ordinary Shares (nil paid) (i) to the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance, respectively, with the Listing Rules and the Admission and Disclosure Standards; |
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"Admission and Disclosure Standards" |
the requirements contained in the publication "Admission and Disclosure Standards" containing, inter alia, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities; |
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"Australia" |
the Commonwealth of Australia, its territories and possessions; |
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"below the line advertising" |
advertising activities outside the five major media (the press, television, radio, cinema and outdoors) where no commission is payable; |
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"Board" |
the Board of Directors of the Company; |
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"Canada" |
Canada, its provinces and territories and all areas under its jurisdiction and political subdivisions thereof; |
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"certified" or "certificated form" |
not in uncertificated form; |
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"Company" or "Johnston Press" |
Johnston Press plc; |
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"CREST" |
the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear UK & Ireland is the operator (as defined in the CREST Regulations); |
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"CREST Manual" |
the rules governing the operation of CREST consisting of the CREST Reference Manual, the CREST International Manual, the CREST Central Counterpart Service Manual, the CREST Rules, the CCSS Operations Manual, and the CREST Glossary of Terms (as amended from time to time); |
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"CREST member" |
a person who has been admitted to CREST as a system-member (as defined in the CREST Manual); |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended; |
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"CREST sponsor" |
a CREST participant admitted to CREST as a CREST sponsor; |
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"CREST sponsored member" |
a CREST member admitted to CREST as a sponsored member; |
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"Deutsche Bank" |
Deutsche Bank AG, London Branch |
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"Directors" or the "Board" |
the current directors of the Company whose names are set out in "Directors, Company Secretary and Advisers" in the Prospectus |
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"Enlarged Share Capital" |
the issued share capital of the Company following the passing of the Resolutions; |
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"Euroclear UK & Ireland" |
Euroclear UK & Ireland Limited, the operator of CREST; |
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"existing Ordinary Shares" |
the fully paid Ordinary Shares in issue at the Record Date; |
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"Extraordinary General Meeting" or "EGM" |
the extraordinary general meeting of the Company to be held at 9.00am on 30 May 2008, notice of which is set out at the end of the Prospectus; |
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"Form of Proxy" |
the enclosed form of proxy for use in connection with the Extraordinary General Meeting; |
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"FSA" |
the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA |
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"FSMA" |
the Financial Services and Markets Act 2000, as amended from time to time; |
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"Fully Paid Rights" |
rights to acquire New Ordinary Shares, fully paid; |
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"Group" |
the Company and its subsidiaries from time to time; |
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"Issue Price" |
53 pence per new Ordinary Share; |
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"Japan" |
Japan, its territories and possessions and any areas subject to its jurisdiction; |
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"Listing Rules" |
the listing rules made by the FSA under Part VI of FSMA (as amended from time to time); |
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"London Stock Exchange" |
London Stock Exchange plc; |
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"New Ordinary Shares" |
351,356,872 New Ordinary Shares to be issued by the Company pursuant to the Rights Issue and the Subscription; |
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"Nil Paid Rights" |
New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue; |
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"North America" |
the United States of America and Canada; |
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"Notice of Extraordinary General Meeting" |
the notice of extraordinary general meeting set out at the end of this document; |
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"Official List" |
the Official List of the FSA; |
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"Ordinary Shares" |
the ordinary shares of 10 pence each in the capital of the Company; |
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"Prospectus" |
the prospectus to be published by Johnston Press plc today in connection with the Rights Issue |
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"Prospectus Rules" |
the rules made by the FSA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market; |
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"Provisional Allotment Letter" |
the renounceable provisional allotment letter to be issued to Qualifying non-CREST Shareholders by the Company in respect of the Nil Paid Rights pursuant to the Rights Issue; |
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"Qualifying CREST Shareholders" |
Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in uncertificated form; |
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"Qualifying non-CREST Shareholders" |
Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in certificated form; |
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"Qualifying Shareholders" |
Holders of Ordinary Shares on the register of members of the Company at the close of business on the Record Date; |
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"Record Date" |
close of business on 30 May 2008; |
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"Regulations" |
the Uncertificated Securities Regulations 2001, as amended from time to time; |
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"Resolutions" |
the special resolutions set out in the Notice of Extraordinary General Meeting; |
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"Responsible Persons" |
the Company and the Directors; |
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"Rights" |
the Nil Paid Rights and the Fully Paid Rights; |
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"Securities Act" |
the United States Securities Act of 1933, as amended; |
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"Share Option Schemes" |
the share option schemes described in paragraph 6 of Part VI of the Prospectus; |
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"Shareholders" |
holders of Ordinary Shares; |
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"Subscription" |
The subscription by Usaha Tegas of the Subscription Shares at a price of 135.75 pence per share |
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"Subscription Shares" |
31,486,988 New Ordinary Shares to be subscribed by Usaha Tegas |
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"Underwriting Agreement" |
the agreement between the Company and Deutsche Bank dated 14 May 2008, the principal terms of which are summarised in paragraph 11 of Part VI; |
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"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland; |
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"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; |
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"Usaha Tegas" |
Usaha Tegas Sdn. Bhd., a private limited company incorporated in Malaysia with offices at Level 39, Menara Maxis, Kuala Lumpur City Centre 50088 Kuala Lumpur, Malaysia |
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"£", "pence" or "sterling" |
the lawful currency of the UK. |
Related Shares:
Johnston Press PLC