Johnston Press : Share Consolidation and Notice of GM



Johnston Press plc

Proposed Sub-Division and Consolidation of Ordinary Shares,

Proposed amendments to rules of Share Schemes

and

Notice of General Meeting and Posting of Circular

24 October 2014

Johnston Press plc (the "Company") announces the proposed sub-division and consolidation of its Existing Ordinary Shares (the "Share Capital Reorganisation") and accompanying proposed amendments to the rules of its Share Schemes (the "Share Scheme Amendment"). As a result of the recently completed Capital Refinancing Plan, the Company presently has a very large number of Existing Ordinary Shares in issue, each of which has a nominal value of one penny. The Company now proposes to consolidate every 50 of its Existing Ordinary Shares into one New Ordinary Share in order to reduce the number of shares in issue.

Summary of Proposals

·     The Share Capital Reorganisation will reduce the number of shares in issue and result in a share price that will be at a level that the Directors believe is more appropriate for a business of the Company's size in the UK market and should be more attractive to a greater number of potential investors. 

·     The Share Capital Reorganisation has been structured so as to retain the nominal value of one penny each per New Ordinary Share, which allows the Company to retain the flexibility which a lower nominal value provides.

·     The Share Capital Reorganisation and Share Scheme Amendment will consist of:

-    a sub-division of each Existing Ordinary Shares of one penny each into one Intermediate Ordinary Share of 1/50 pence each and one Second Class Deferred Share of 49/50 pence each;

-    immediately thereafter, a consolidation of every 50 Intermediate Ordinary Shares of 1/50 pence each into one New Ordinary Share of one penny each;

-    the aggregation of fractional entitlements resulting from the consolidation (where any individual shareholding is not exactly divisible by 50) into New Ordinary Shares and the sale of such aggregated fractional entitlements in the market after the Share Capital Reorganisation has become effective;

-    the amendment of the Company's Articles to set out the rights and restrictions attaching to the Second Class Deferred Shares; and

-    the amendment to the rules of the Share Schemes to reflect the impact of the Capital Refinancing Plan and the Share Capital Reorganisation in relation to the calculation of dilution limits under the Share Schemes.

Notice of General Meeting & Further Information

Each aspect of the Share Capital Reorganisation and Share Scheme Amendment is conditional upon the approval of shareholders.  A general meeting of shareholders is to be held at 9.00 a.m. on 12 November 2014 at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA for the purpose of seeking such approval.  A Circular containing further details and a notice convening the General Meeting, at which the Share Capital Reorganisation Resolution will be proposed, is expected to be published today and certain extracts from the Circular are set out below.  For the avoidance of doubt, the Company's Preference Shares and A Preferences Shares will not be impacted by the Share Capital Reorganisation; however, holders of Preference Shares and/or A Preference Shares are entitled to attend and vote at the General Meeting.

The Circular will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM and will shortly be available for viewing on the Company's website at www.johnstonpress.co.uk.

If all requisite shareholder approvals are obtained, the proposals are expected to become effective, and dealings in the New Ordinary Shares are expected to commence, on 13 November 2014.

Capitalised terms used in this announcement have the meanings given to them in Appendix III.

Further details of the Share Capital Reorganisation and the Share Scheme Amendment are set out in the appendices below.

Enquiries

For further information contact:

Ashley Highfield, Chief Executive Officer            [phone]

David King, Chief Financial Officer                       [phone]

Media enquiries:

Jane Muirhead, Group Head of PR                        [phone]

Buchanan

Richard Oldworth/Sophie McNulty/Clare Akhurst

 [phone]

APPENDIX I: FURTHER DETAILS ON THE SHARE CAPITAL REORGANISATION AND THE SHARE SCHEME AMENDMENT

Introduction and Share Capital Reorganisation Proposal

As a result of the recently completed Capital Refinancing Plan, the Company presently has a very large number of Existing Ordinary Shares in issue, each of which has a nominal value of one penny.  The Company now wishes to consolidate every 50 of its Existing Ordinary Shares into one New Ordinary Share in order to reduce the number of shares in issue.

The Company also wishes to propose amendments to the rules of the Share Schemes so that, when calculating the dilution limits set out in the rules of the Share Schemes, the number of shares that have been issued in satisfaction of the exercise and vesting of share options and awards over the ten year period ending on the date of the Share Capital Reorganisation is adjusted to take account of both the Capital Refinancing Plan and the Share Capital Reorganisation.  Shareholders should be aware that the proposed amendments have been considered and approved by the Company's remuneration committee.

Each aspect of the Share Capital Reorganisation and Share Scheme Amendment is conditional upon the approval of shareholders.  A General Meeting of shareholders is to be held on 12 November 2014 for the purpose of seeking such approval.  A notice convening the General Meeting, at which the Share Capital Reorganisation Resolution will be proposed, is set out at the end of the Circular.

The purpose of the Circular is to provide details of the Share Capital Reorganisation, together with the Share Scheme Amendment, and to explain why the Board considers the Share Capital Reorganisation and the Share Scheme Amendment to be in the best interests of the Company and its shareholders as a whole.

Background to and reasons for the Share Capital Reorganisation

As part of the recent Capital Refinancing Plan, it was necessary to sub-divide each Old Ordinary Share of 10 pence nominal value into one Existing Ordinary Share of one penny nominal value and one Existing Deferred Share of nine pence nominal value to enable the Existing Ordinary Shares to be offered as part of the Capital Refinancing Plan at a price of less than the original nominal value of 10 pence per Old Ordinary Share.  Following completion of the Capital Refinancing Plan the Company's share capital now comprises over 5.293 billion Existing Ordinary Shares.  The Existing Deferred Shares were created as part of the Capital Refinancing Plan and were allotted to holders of Old Ordinary Shares in accordance with the size of their respective holdings as at that date.  The Existing Deferred Shares are not traded on any public market, nor are they capable of transfer without the consent of the Company, which consequently means that the holders of the Existing Deferred Shares have remained largely unchanged since 27 May 2014.

As a consequence of having a very large number of Existing Ordinary Shares, with a very low share price, small movements in the share price can result in large percentage movements and therefore considerable volatility.

The Share Capital Reorganisation will reduce the number of shares in issue and result in a share price that will be at a level that the Directors believe is more appropriate for a company of the Company's size in the UK market and should be more attractive to a greater number of potential investors.  Furthermore, the Share Capital Reorganisation has been structured so as to retain the nominal value of one penny each per New Ordinary Share, which allows the Company to retain the flexibility which a lower nominal value provides.

In anticipation of the Share Capital Reorganisation Resolution being passed by shareholders, the Company will, immediately prior to the General Meeting, issue such number of Existing Ordinary Shares of one penny each which will result in the total number of shares of the Company in issue being exactly divisible by 50.  Assuming no further Existing Ordinary Shares are issued between the date of publication of the Circular and immediately before the General Meeting, the Company's issued share capital will consist of 105,877,777 New Ordinary Shares after the Share Capital Reorganisation.

Impact of the Share Capital Reorganisation

The Share Capital Reorganisation will consist of: (i) a sub-division of each Existing Ordinary Shares of one penny each into one Intermediate Ordinary Share of 1/50 pence each and one Second Class Deferred Share of 49/50 pence each; and (ii) immediately thereafter a consolidation of every 50 Intermediate Ordinary Shares of 1/50 pence each into one New Ordinary Share of one penny each.

It is proposed that the Share Capital Reorganisation, including the Share Scheme Amendment, will consist of the following steps:

(a)          each Existing Ordinary Share in issue will be sub-divided into one Intermediate Ordinary Share and one Second Class Deferred Share;

(b)          every 50 Intermediate Ordinary Shares in issue will be consolidated into one New Ordinary Share;

(c)          fractional entitlements arising out of the consolidation under sub-paragraph (b) above will be aggregated into New Ordinary Shares and will be sold in the market after the Share Capital Reorganisation has become effective;

(d)          amendment of Company's Articles to set out the rights and restrictions attaching to the Second Class Deferred Shares; and

(e)          amendment to the rules of the Share Schemes to reflect the impact of the Capital Refinancing Plan and the Share Capital Reorganisation in relation to the calculation of dilution limits under the Share Schemes.

Following the Share Capital Reorganisation, although each ordinary shareholder will hold fewer ordinary shares than before, each shareholder's proportionate interest in the ordinary share capital of the Company will, save for minor adjustments as a result of the fractional entitlement provisions set out below, remain unchanged.  It is only the number of shares in issue which will have changed as a result of the Share Capital Reorganisation and, other than this, each New Ordinary Share will carry the same rights and entitlements as set out in the Company's Articles of Association that currently attach to the Existing Ordinary Shares. The New Ordinary Shares will rank equally with one another.  As further detailed below, the Second Class Deferred Shares will rank behind the Existing Deferred Shares in relation to a return of capital on a winding up and will have no valuable economic rights.

Additionally, the Share Capital Reorganisation will not have any impact on the Company's net assets as no change in the total aggregate nominal value of the Company's issued share capital will occur.  Following the Share Capital Reorganisation, and assuming no further shares in the Company are issued after the date of publication of the Circular (save for those Existing Ordinary Shares that the Company intends to issue so as to ensure that the total number of Existing Ordinary Shares in issue is exactly divisible by 50), the Company's issued share capital will consist of 105,877,777 New Ordinary Shares, 690,294,608 Existing Deferred Shares, 5,239,888,850 Second Class Deferred Shares, 756,000 Preference Shares and 349,600 A Preference Shares. 

For the avoidance of doubt, the Preference Shares and A Preferences Shares will not be impacted by the Share Capital Reorganisation; however, holders of Preference Shares and/or A Preference Shares are entitled to attend and vote at the General Meeting.

An application will be made to the UKLA for the Official List to be amended to reflect the New Ordinary Shares arising from the Share Capital Reorganisation.  Application will also be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.  Trading on the London Stock Exchange for the Existing Ordinary Shares (under ISIN GB0004769682) is expected to close at 4.30 p.m. on 12 November 2014, with trading in the New Ordinary Shares (under ISIN GB00BRK8Y334) expected to commence at 8.00 a.m. on 13 November 2014.

The Second Class Deferred Shares will have no voting or dividend rights and, on a return of capital on a winding up, will have no valuable economic rights.  No share certificates will be issued in respect of the Second Class Deferred Shares, nor will stock accounts in CREST be credited with any entitlement to Second Class Deferred Shares, nor will they be listed on the Official List or admitted to trading on the London Stock Exchange or any other investment exchange.

Warrants

Prior to the Capital Refinancing Plan and during the period between 28 August 2009 and 25 September 2012, the Company issued 79,622,023 Warrants.  Each of the Warrants is on the same terms and has an expiry date of 30 September 2017. Warrants for (i) 5.0 per cent of the Company's issued share capital were issued on 28 August 2009, (ii) 2.5 per cent of the Company's issued share capital were issued on 24 April 2012 and (iii) 5.0 per cent of the Company's issued share capital were issued on 25 September 2012. The Warrants were equivalent to a total of 12.5 per cent of the Company's issued ordinary share capital prior to implementation of the Capital Refinancing Plan.  As at 22 October 2014, being the latest practicable date prior to the publication of the Circular 30,359,979 Warrants are outstanding, which, in aggregate, equates to a right to subscribe for a total of 232,830,525 Existing Ordinary Shares.

The Capital Refinancing Plan constituted an Adjustment Event and the entitlement of each Warrant was adjusted accordingly to reflect the economic impact of the Capital Refinancing Plan.

The Share Capital Reorganisation also constitutes an Adjustment Event, as a result of which the number of Warrants will be adjusted pursuant to adjustment provisions contained within the Warrant Instruments.

The Consolidation has the effect of reducing the number of Existing Ordinary Shares in issue and therefore, the entitlement of the Warrants to the New Ordinary Shares will be reduced by the same amount as the 50:1 ratio used in respect of the Consolidation.  Similarly, the exercise price must be amended to preserve the economic value of the Warrants following completion of the Share Capital Reorganisation and this is effected by increasing the exercise price of the Warrants by the consolidation ratio of 50.

If you are also a Warrant holder, you will shortly receive a letter outlining the proposed amendments to the Warrants.

Fractional Entitlements

If an individual shareholding is not exactly divisible by 50, the Consolidation will generate an entitlement to a fraction of a New Ordinary Share.  No shareholder will be entitled to a fraction of a New Ordinary Share.  Instead, their entitlement will be rounded down to the nearest whole New Ordinary Share. Only shareholders with a holding not exactly divisible by 50 will become Fractional Shareholders.  If this rounding down process results in a Fractional Shareholder being entitled to zero New Ordinary Shares, then they will cease to hold any ordinary shares (of any description) in the Company.  Accordingly shareholders currently holding less than 50 Existing Ordinary Shares who wish to remain a shareholder of the Company following the Share Capital Reorganisation would need to increase their shareholding to at least 50 Existing Ordinary Shares prior to the Record Date.  Shareholders in this position are encouraged to obtain independent financial advice before taking any action.

Any fractional entitlements will, in so far as possible, be aggregated to form whole New Ordinary Shares.  Such New Ordinary Shares will then be sold in accordance with the relevant provisions of the Company's Articles of Association as soon as practicable after the Share Capital Reorganisation Resolution is passed.  The Company is generally required to distribute the net proceeds of such sale (after the deduction of expenses of the sale) in due proportion amongst the relevant Fractional Shareholders save that, where the net proceeds of such a sale (after the deduction of expenses of the sale) do not exceed £5.00 (such limit being that which is specified in the Listing Rules), the Company may retain such proceeds.

Using an illustrative share price of 3.74 pence on 22 October 2014 (being the latest practicable date prior to the publication of the Circular and prior to the Share Capital Reorganisation) the maximum fractional entitlement will be £1.83.  Given that the maximum fractional entitlement is significantly lower than the required regulatory limit, the Board believes that, as a result of the disproportionate costs (relative to the proceeds to be distributed), it would not be in the Company's best interests to distribute such proceeds of sale, which will instead be retained for the benefit of the Company.

For purely illustrative purposes, examples of the impact of the Consolidation are set out in the table below:

No. of Existing Ordinary Shares	No. of New Ordinary Shares	Fractional entitlement1
1	0	0.02
25	0	0.50
50	1	0.00
80	1	0.60
1,250	25	0.00
1,849	36	0.98
125,000	2,500	0.00

Note:

(1) The fractional entitlement represents a fraction of a New Ordinary Share which will be aggregated and sold on behalf of Fractional Shareholders as soon as practicable after the Share Capital Reorganisation. 

Settlement and Share Certificates for the New Ordinary Shares

Payment of fractional entitlements (if any) is expected to be despatched on, or around, 20 November 2014 by CREST payment or by cheque.  CREST shareholders will receive their fractional entitlement payment (if any) via their CREST accounts.  Non-CREST shareholders, regardless of whether they have an existing mandate to a bank or building society account, will receive their fractional entitlement payment (if any) via cheque.

The Companies Act and the Articles of Association require that shareholder consent is sought from holders of Existing Ordinary Shares, Preference Shares and A Preference Shares for each aspect of the Share Capital Reorganisation and approval will be sought at the General Meeting. Pending the issue of new share certificates, existing share certificates will remain valid until the Record Date in respect of the Share Capital Reorganisation, which is close of business on 12 November 2014, being the date of the General Meeting.

It is anticipated that new certificates for the New Ordinary Shares will be issued and dispatched, at the risk of the relevant shareholder, by 20 November 2014 and that CREST holders will have their CREST accounts adjusted to reflect their entitlement to New Ordinary Shares.  Share certificates will be sent to the registered address of the relevant shareholder, or, in the case of joint holders, to the holder whose name appears first in the register of members.  On receipt of the new share certificates, all share certificates previously issued will no longer be valid and should be destroyed.  Only share certificates for New Ordinary Shares will be valid. Any share certificate dated prior to 13 November 2014 will no longer be valid and will not be accepted in support of any instrument of transfer.

If you do not receive a new share certificate (allowing for the time of postage from the date of dispatch) and you believe you are entitled to one please contact our registrars, Computershare (contact details can be found on page ii of the Circular).

Share certificates representing Intermediate Ordinary Shares or Second Class Deferred Shares will not be issued to shareholders who hold their entitlement to Existing Ordinary Shares in certificated form.

Shareholders who hold their entitlement in uncertificated form through CREST will have their CREST accounts adjusted to reflect their entitlement to New Ordinary Shares only, no adjustments will be made to reflect their entitlement to Intermediate Ordinary Shares or to Second Class Deferred Shares.  The existing ISIN (under ISIN GB0004769682) will be disabled as at 6.00 p.m. on 12 November 2014 with the New Ordinary Shares under ISIN GB00BRK8Y334 commencing at 8.00 a.m. on 13 November 2014.

Second Class Deferred Shares and amendments to the Articles of Association

As a result of the creation of the Second Class Deferred Shares the Company will propose an amendment to the Company's Articles to set out the rights and restrictions attaching to the Second Class Deferred Shares.  Copies of the proposed new articles of association are available for inspection (see below).

The Second Class Deferred Shares which will be created on the Share Capital Reorganisation becoming effective will have no voting or dividend rights, will not carry any entitlement to attend general meetings of the Company and, on a return of capital on a winding up, will have no valuable economic rights.  The Second Class Deferred Shares will only be entitled to a payment on a return of capital or winding up of the Company (but not otherwise) after payment of: (i) the amounts entitled to be paid to holders of the Preference Shares and A Preference Shares in the share capital of the Company; (ii) the capital paid up on each New Ordinary Share and the further payment of £10,000,000 on each such New Ordinary Share; and (iii) the repayment of the amount paid up on each Existing Deferred Share.  Additionally, the Second Class Deferred Shares are not transferable without the prior written consent of the Company. 

As such, the Second Class Deferred Shares will be effectively valueless as they will carry very limited rights.  No share certificates will be issued in respect of the Second Class Deferred Shares, nor will stock accounts in CREST be credited with any entitlement to Second Class Deferred Shares, nor will they be listed on the Official List or admitted to trading on the London Stock Exchange or any other investment exchange.

Impact of the Capital Refinancing Plan and the Share Capital Reorganisation on the Share Schemes

As approved by shareholders at the Annual General Meeting of the Company on 27 June 2014, the rules of the Share Schemes provide that in any ten calendar year period, the Company may not issue (or grant rights to issue) more than 13 per cent of the issued ordinary share capital of the Company under the Share Schemes and any other employee share plan adopted by the Company ("13% in 10 Year Limit ").

Currently, in calculating the 13% in 10 Year Limit, the Company is required to aggregate the number of shares that have been issued to satisfy the vesting and exercise of options and awards, without taking into account any restructuring of the Company's ordinary share capital during the relevant 10 year period.  As a result of both the Capital Refinancing Plan and the Share Capital Reorganisation the number of total issued ordinary shares of the Company will be significantly different to the number prior to those events.  Without any adjustment, the current formula of calculating the 13% in 10 Year Limit will not provide an accurate reflection of the actual level of dilution that has arisen in respect of the Share Schemes and may unduly restrict the extent to which grants can be made under the Share Schemes in the future.  The Board therefore considers it appropriate to amend the formula to ensure the impact of the Capital Refinancing Plan and the Share Capital Reorganisation remains neutral on the calculation of the 13% in 10 Year Limit.  It is proposed to do this by adjusting the number of shares that are treated as having been issued for the purposes of calculating the level of dilution over the ten year period up to the date of the Share Capital Reorganisation in satisfaction of the exercise and vesting of share options and awards so as to reflect the impact on the total issued ordinary shares of the Company as a result of both the Capital Refinancing Plan and the Share Capital Reorganisation.

It should be noted that, following the Share Capital Reorganisation and as permitted by the rules of the Share Schemes, the number of shares subject to outstanding options and awards will also be adjusted to take into account the Share Capital Reorganisation to ensure that the impact of the Share Capital Reorganisation remains neutral in respect of such options and awards.  Outstanding options and awards have already been adjusted to take into account the Capital Refinancing Plan.

As explained to shareholders in the Company's Notice of Annual General Meeting on 28 May 2014, it remains the intention of the Board of Directors to reduce share plan dilution and move back to a 10% in 10 Year Limit by 31 December 2019.

A detailed summary of the principal amendments to the rules of the Share Schemes is included in the Appendix to the Notice of General Meeting contained in the Circular.

General Meeting

A notice convening a General Meeting of the Company to be held at 9.00 a.m. on 12 November 2014 at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA is set out in the Circular.  The purpose of the General Meeting is to seek shareholders' approval for the Share Capital Reorganisation.

If you hold Existing Ordinary Shares, Preference Shares and/or A Preference Shares in the Company, you are entitled to attend and vote at the General Meeting.

Inspection of Documents

The following documents will be available for inspection at the registered office of the Company during normal business hours on any weekday (but not at weekends or on Scottish public holidays) from 24 October 2014 until the time of the General Meeting and at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA for at least 15 minutes prior to and during the General Meeting:

(a)          Copies of the rules of the Johnston Press Value Creation Plan 2014 and the rules of the Johnston Press Performance Share Plan 2006 and the Johnston Press 2007 Sharesave Plan (incorporating the proposed amendments pursuant to the Share Capital Reorganisation Resolution) (such documents will also be available for inspection at the offices of New Bridge Street (an Aon Consulting company) at 10 Devonshire Square, London EC2M 4YP during normal business hours on any weekday (Saturday's, Sunday's and English public holidays excepted) until the close of the General Meeting and at the place of the General Meeting for at least 15 minutes prior to and during the General Meeting; and

(b)          Copy of the proposed new articles of association of the Company and a copy of the existing articles of association marked up to show the changes being proposed by the Share Capital Reorganisation Resolution.

Recommendation

The Board considers the terms of the Share Capital Reorganisation and Share Scheme Amendment to be 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 Share Capital Reorganisation Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings amounting (as at 22 October 2014, being the latest practicable date prior to the publication of the Circular) to an aggregate of 28,948,731 Existing Ordinary Shares, representing approximately 0.55 per cent of the Existing Ordinary Shares in issue.

APPENDIX II: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event		Expected time/date
Latest time and date for receipt of Form of Proxy		9.00 a.m. on 10 November 2014
General Meeting		9.00 a.m. on 12 November 2014
Record date for the Sub-Division and Consolidation		6.00 p.m. on 12 November 2014
Effective time and date of the Sub-Division and Consolidation		6.00 p.m. on 12 November 2014
Admission of New Ordinary Shares to the Official List and commencement of dealings on the Main Market		8.00 a.m. on 13 November 2014
CREST accounts credited with New Ordinary Shares		8.00 a.m. on 13 November 2014
Dispatch (where applicable) of certificates for New Ordinary Shares		20 November 2014
Payment to be made (where applicable) in respect of fractional entitlements by cheque or via CREST		20 November 2014

Notes:

(1) Future dates are indicative only and are subject to change by the Company, in which event details of the new times and dates will be notified, where appropriate, to shareholders.

(2) References to times in the Circular and this announcement are to London time.

(3) All events in the above timetable scheduled to take place after the General Meeting in respect of the Share Capital Reorganisation are conditional on the approval by shareholders of the Share Capital Reorganisation as proposed. The despatch of certificates for New Ordinary Shares (where applicable) are conditional upon an amendment to the Official List of the UK Listing Authority to reflect the Sub-Division and Consolidation.

(4) The shareholder helpline number available through the Company's registrar, Computershare, is 0870 707 1097 ([phone] if you are calling from outside the United Kingdom).

APPENDIX III: DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

"A Preference Shares"	the 13.75 per cent. "A" cumulative preference shares of £1 each in the capital of the Company;
"Adjustment Event"	an event resulting in the number of Warrants being adjusted pursuant to the adjustment provisions under the Warrant Instruments;
"Articles" or "Articles of Association"	the articles of association of the Company as at the date of publication of the Circular;
"Articles Amendment"	the amendments proposed to the Company's Articles of Association;
"Board" or "Directors"	the directors of the Company as at the date of publication of the Circular whose names are set out on page ii of the Circular;
"Capital Refinancing Plan"	the recent capital refinancing plan of the Company, which comprised the following components: ·      the raising of gross proceeds of approximately £2.3 million by way of a placing; ·      the raising of gross proceeds of approximately £137.7 million by way of a rights issue; ·      the raising of gross proceeds of approximately £220.5 million through the issue of the new bonds; ·      entry into a £25 million new revolving credit facility; and ·      revisions to the schedule of pension contributions;
"Circular"	the circular dated the same date as this announcement relating to Johnston Press for the purpose of the Share Capital Reorganisation and the Share Scheme Amendment;
"Companies Act"	the Companies Act 2006, as amended;
"Consolidation"	the share capital consolidation to be proposed pursuant to and as part of the Share Capital Reorganisation Resolution whereby, if such Share Capital Reorganisation Resolution is approved by shareholders, every 50 Intermediate Ordinary Shares will be consolidated into one New Ordinary Share;
"CREST"	the UK based central securities depository operated by Euroclear;
"Existing Deferred Shares"	the deferred shares of nine pence each in the capital of the Company currently in issue;
"Existing Ordinary Shares"	the ordinary shares of one penny each in the capital of the Company in issue as at the date of publication of the Circular and prior to the completion of the Share Capital Reorganisation;
"Financial Conduct Authority" or "FCA"	the Financial Conduct Authority of the UK 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;
"Form of Proxy"	the form of proxy relating to the General Meeting being sent to shareholders with the Circular;
"Fractional Shareholder"	a shareholder who is entitled to a fraction of a New Ordinary Share (whether or not such a shareholder is also entitled to one of more whole New Ordinary Shares);
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"General Meeting"	the general meeting of the Company convened for 12 November 2014 (or any adjournment of it), notice of which is set out at the end of the Circular;
"Group"	the Company and its existing subsidiary undertakings;
"Intermediate Ordinary Share"	the ordinary shares of 1/50 pence each in the capital of the Company following the Sub-Division;
"Johnston Press" or the "Company"	Johnston Press PLC (incorporated and registered in Scotland, Registration No. SC015382);
"Listing Rules"	the listing rules made by the FCA under Part VI of FSMA (as amended from time to time);
"London Stock Exchange"	London Stock Exchange PLC;
"New Ordinary Share"	the ordinary shares of one penny each in the capital of the Company following the Consolidation;
"Notice of General Meeting" or "Notice"	the notice of General Meeting set out on page 12 of the Circular;
"Official List"	the official list of the Financial Conduct Authority;
"Old Ordinary Shares"	the ordinary shares of 10 pence each in the capital of the Company in issue prior to the commencement of the Capital Refinancing Plan;
"Preference Share"	the 13.75 per cent. cumulative preference shares of £1 each in the capital of the Company;
"Record Date"	6.00 p.m. on 12 November 2014;
"Second Class Deferred Share"	the deferred shares of 49/50 pence each in the capital of the Company following the Sub-Division;
"Share Capital Reorganisation"	the share capital reorganisation to be proposed pursuant to the Share Capital Reorganisation Resolution, comprising the Sub-Division, Consolidation and Articles Amendment;
"Share Capital Reorganisation Resolution"	the resolution to be proposed at the General Meeting in connection with the Sub-Division, Consolidation, Articles Amendment and Share Scheme Amendment as set out in the Notice of General Meeting;
"Share Scheme(s)"	the Johnston Press Value Creation Plan 2014, the Johnston Press Performance Share Plan 2006 and the Johnston Press 2007 Sharesave Plan;
"Share Scheme Amendment"	the proposed amendments to the Share Schemes of the Company to reflect completion of the Capital Refinancing Plan and the Share Capital Reorganisation to be proposed pursuant to and as part of the Share Capital Reorganisation Resolution;
"Sub-Division"	the share capital sub-division to be proposed pursuant to and as part of the Share Capital Reorganisation Resolution whereby, if such resolution is approved by shareholders, every Existing Ordinary Share will be sub-divided into one Intermediate Ordinary Share and one Second Class Deferred Share;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"UKLA" or "UK Listing Authority"	the United Kingdom Listing Authority;
"Warrant Instruments"	the three warrant instruments entered into by the Company on 28 August 2009, 24 April 2012 and 25 September 2012; and
"Warrants"	the warrants issued by the Company and governed by the Warrant Instruments.

This information is provided by RNS

The company news service from the London Stock Exchange

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