NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

21 May 2019

RECOMMENDED ACQUISITION OF

INDEPENDENT NEWS & MEDIA PLC

by

MEDIAHUIS NV

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Publication and Posting of Scheme Document

On 30 April 2019, Independent News & Media plc ('INM') and Mediahuis NV ('Mediahuis') announced that they had reached agreement on the terms of a cash offer for INM by Mediahuis, which has been unanimously recommended by the INM Board. It is intended that the Acquisition will be implemented by means of a High Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (the 'Scheme').

INM announces that it is today publishing a circular relating to the Scheme (the 'Scheme Document') which will shortly be posted to shareholders of INM ('INM Shareholders') together with the associated Forms of Proxy.

Under the terms of the Acquisition, INM Shareholders will be entitled to receive:

for each INM Ordinary Share 10.5 cent in cash

The Acquisition values the entire issued and to be issued share capital of INM at approximately €145.6 million and represents a premium of approximately:

44% to INM's Closing Price of 7.28 cent on 3 April 2019 (being the last Business Day prior to the Rule 2.4 Announcement by INM on 4 April 2019);

63% to INM's volume weighted average share price of approximately 6.43 cent over the 30 trading day period ending on 3 April 2019; and

70% to INM's volume weighted average share price of approximately 6.17 cent over the 90 trading day period ending on 3 April 2019.

The Scheme requires approval by INM Shareholders at the Scheme Meeting to be held at the Carlton Dublin Airport Hotel, Old Airport Road, Cloghran, Dublin, K67P5C7, Ireland on 26 June 2019, commencing at 10.30 a.m. In addition to approval at the Scheme Meeting, implementation of the Scheme requires various approvals by INM Shareholders at an Extraordinary General Meeting to be held at the same location commencing at 10.45 a.m. on 26 June 2019 or, if later, immediately after the conclusion or adjournment of the Scheme Meeting. Once effective, the Scheme will be binding on all Scheme Shareholders, including those who did not vote, or who voted against it, at the Meetings.

The expected timetable of principal events is attached as an Appendix to this announcement.

INM Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Capitalised terms used, but not defined, in this announcement have the same meaning as in the Scheme Document.

It is proposed that, under the Scheme, the Cancellation Shares will be cancelled pursuant to Sections 84 to 86 of the Act and all Transfer Shares will be transferred to Mediahuis. New INM Ordinary Shares will be issued to Mediahuis (and/or its nominee(s)) by the capitalisation of the reserve arising from the cancellation of the Cancellation Shares. As a result of these arrangements, INM will become a wholly-owned Subsidiary of Mediahuis. INM Shareholders whose shares are subject to the Scheme will receive the Consideration (without interest and less any applicable withholding taxes). INM Ordinary Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the INM Articles of Association be amended so that any INM Ordinary Shares issued after the Scheme Record Time (other than to Mediahuis and / or its nominees) will be immediately and automatically transferred to Mediahuis on the same terms as under the Scheme.

Enquiries

If you have any questions about the Scheme Document, the Scheme Meeting, the EGM or how to complete the Forms of Proxy or to submit your proxies electronically, please call Link on +353 1 553 0050. Lines are open from 9.00 a.m. to 5.00 p.m. Monday to Friday. Please note that calls may be monitored or recorded and Link cannot provide legal, tax or financial advice or advice on the merits of the Acquisition or the Scheme.

For further information please contact:

INM

Michael Doorly (CEO)

+353 1 466 3200

Lazard (Financial Adviser to INM)

Nicholas Shott / Philippe Noël

+44 207 187 2000

Davy (Corporate Broker to INM)

Ivan Murphy / Barry Murphy

+353 1 679 6363

Wilson Hartnell(Public Relations Adviser to INM)

Jennifer Carroll MacNeill

+353 87 925 7559

Mediahuis

An Steylemans (Head of Mediahuis Group Communication)

+32 473 55 71 48

J.P. Morgan (Financial Adviser to Mediahuis)

Dwayne Lysaght / Gian Piero Sammartano / Alec Pratt

+44 20 7742 4000

Drury Porter Novelli (Public Relations Adviser to Mediahuis)

+353 1 260 5000

Billy Murphy / Cathal Barry

+353 87 231 3085

+353 87 227 9281

Statements required by the Takeover Rules

The INM Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the INM Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

J.P. Morgan Securities plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as financial adviser exclusively for Mediahuis and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Mediahuis for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Lazard & Co., Limited, which is authorised and regulated by the FCA, is acting as financial adviser to INM and no one else in connection with the Acquisition and will not be responsible to anyone other than INM for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the Acquisition or the other matters referred to herein. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for INM and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than INM for providing the protections afforded to clients of Davy, or for providing advice in connection with the matters referred to in this announcement.

Arthur Cox are acting as legal advisers to Mediahuis and Matheson are acting as legal advisers to INM.

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Scheme Document contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purpose of complying with the laws of Ireland and the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Overseas Shareholders

The distribution, release or publication of this announcement in or into certain jurisdictions other than Ireland or the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of such jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with Irish Law and the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the Laws and regulations of any jurisdiction outside of Ireland.

The attention of INM Shareholders, who are resident in, or citizens of, or who have a contractual or legal obligation to forward this announcement to Persons in Restricted Jurisdictions, is drawn to paragraph 14 in Part 3 (Information Required under Section 452 of the Act - Recommended Acquisition for Cash of INM) of the Scheme Document.

Publication of this announcement

INM will also make a copy of this announcement and the documents required to be published pursuant to the Takeover Rules by INM available on its website free of charge, subject to certain restrictions relating to Persons in Restricted Jurisdictions by no later than midday on 22 May 2019.

Unless expressly provided otherwise, information contained on, or accessible through, any website referred to in this announcement is not a part of, and is not incorporated into, this announcement, and any reference to a website in this announcement is an inactive textual reference only.

No Profit Forecasts, Estimates, or Asset Valuation

No statement in this announcement is intended to constitute a profit forecast or estimate for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for INM or Mediahuis as appropriate. No statement in this announcement constitutes an asset valuation.

Rule 8 Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of INM, all 'dealings' in any 'relevant securities' of INM (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30 p.m. on the 'business day' in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the Offer Period ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of INM, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all 'dealings' in 'relevant securities' of INM by Mediahuis, or by any party Acting in Concert with any of them, must also be disclosed by no later than 12.00 p.m. on the 'business day' in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks above are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website www.irishtakeoverpanel.ie.

If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Cautionary Statement Regarding Forward-Looking Statements

This announcement contains forward-looking statements with respect to INM and Mediahuis. All statements other than historical facts are forward-looking statements, including statements regarding anticipated future results, or other non-historical facts. Forward-looking statements may be identified by the words 'will,' 'may,' 'could,' 'would,' 'to be,' 'might,' 'believe,' 'anticipate,' 'expect,' 'plan,' 'estimate,' 'forecast,' 'future,' 'positioned,' 'potential,' 'intend,' 'continue,' 'remain,' 'scheduled,' 'outlook,' 'set to,' 'subject to,' 'upcoming,' 'target' or similar expressions. These statements are based on current views, expectations, estimates and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. If one or more of these risks or uncertainties materialise, or if underlying views, expectations, estimates or assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement.

Factors that could cause or contribute to such differences include, but are not limited to: uncertainties as to the timing of the Acquisition; uncertainties as to whether Mediahuis will be able to consummate the Acquisition; uncertainties as to whether INM Shareholders will provide the requisite approvals for the Acquisition on a timely basis, or at all; the possibility that competing offers will be made; the possibility that certain conditions to the consummation of the Acquisition will not be satisfied, including obtaining the requisite approvals of the Scheme; the ability to meet expectations regarding the accounting and tax treatments of the Acquisition; changes in relevant tax and other Laws or regulations; the diversion of INM and Mediahuis management time and attention to issues relating to the Acquisition; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the Acquisition; difficulty retaining certain key employees of INM following the Acquisition; the scope, timing and outcome of any ongoing legal proceedings involving INM and the impact of any such proceedings on its financial condition, results of operations or cash flows; the possibility that costs, fees, expenses or charges INM or Mediahuis incur in connection with the Acquisition are greater than expected; the possibility that the Scheme may be terminated in circumstances that require INM to reimburse certain expenses of Mediahuis; the ability of INM to protect intellectual property and preserve intellectual property rights; and changes in the economic and financial conditions of the businesses of INM.

In addition, actual future results and other future circumstances of INM are subject to other risks and uncertainties that relate more broadly to INM's business, including its future results of operations and financial position and those risks and uncertainties discussed in the INM Annual Report.

There may be additional risks that INM and Mediahuis do not presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date on which they are made. INM and Mediahuis expressly disclaim any obligation to update or revise any forward-looking statement, except as required by Law.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

Unless otherwise stated, all references to time in this announcement are to Irish time.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event

Time and/or date

Publication of the Scheme Document

21 May 2019

Latest time for receipt of Forms of Proxy for the

Scheme Meeting (BLUE form)

10.30 a.m. on 24 June 2019

Latest time for receipt of Forms of Proxy for the

EGM (YELLOW form)

10.45 a.m. on 24 June 2019

Voting Record Time

7.00 p.m. on 24 June 2019

Scheme Meeting

10.30 a.m. on 26 June 2019

EGM

10.45 a.m. on 26 June 2019

The dates below are indicative only, are subject to change and will depend, amongst other things, on the date on which regulatory (and other) Conditions to the Scheme are satisfied or, if capable of waiver, waived and the date on which the High Court sanctions the Scheme and confirms the associated Reduction of Capital. INM will give adequate notice of all of these dates, when known, by issuing an Announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated below shall, at INM's discretion, be notified in the same way.

Scheme Court Hearing

As soon as practicable after the satisfaction of regulatory clearances which is expected to be in the third quarter of 2019 ('D')

Expected last day of dealings in, and for the registration of transfers of, INM Ordinary Shares

D

Scheme Record Time

11.59 p.m. on D

Effective Date and Effective Time of the Scheme

D+1 Business Day

Cancellation of listings of INM Ordinary Shares

By 8.00 a.m. on D+1 Business Day

Despatch of cheques and crediting of

CREST accounts for cash consideration due under the Scheme

within 14 days of the Effective Date

End Date

31 December 2019

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INM - Independent News & Media plc published this content on 21 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 21 May 2019 06:37:05 UTC