TIDMNWOR
RNS Number : 3276K
National World PLC
31 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
National World plc
("National World," or the "Company")
Acquisition of JPI Publishing Limited and its Subsidiaries ("JPI
Group") and
Directorate Change
National World, (LSE:NWOR) is pleased to announce that it has
acquired JPI Media Publishing Limited ("JPI") and its subsidiaries
("JPI Group") from JPI Media Limited for GBP10.2 million with
completion on 2 January 2021.
Highlights
-- The JPI Group is the third largest local news publisher in
the UK and its iconic titles and websites include: The Scotsman,
The Yorkshire Post, Belfast News Letter, Sheffield Star, Edinburgh
Evening News, Portsmouth News and Lancashire Evening Post.
-- In the year ending 2 January 2021 the JPI Group is estimated
to have revenue of GBP85.0 million and EBITDA (before exceptional
costs) of GBP6.0 million.
-- The JPI Group will provide a platform for National World to
implement its strategy of creating a sustainable local online news
publishing model. In the year to 2 January 2021 the JPI Group is
estimated to have digital revenue of GBP17.0 million.
-- Acquisition of JPI for GBP10.2 million with GBP5.2 million
satisfied in cash on completion and two deferred payments of GBP2.5
million each on 31 March 2022 and 31 March 2023.
-- The Company will provide GBP6.5 million working capital
facilities to JPI Group post completion.
-- National World has funded the acquisition from its own cash
resources and by the issue of GBP8.425 million of loan notes.
National World is seeking to issue further loan notes during
January 2021 and has also entered a committed obligation with one
of its shareholders to issue a further GBP2.0 million of loan notes
during January 2021.
-- The loan notes pay interest at 10% and are convertible into
shares in National World, subject to certain conditions.
-- Trading in the shares of National World will remain suspended
until such time as the Company has published a prospectus relating
to the JPI Group (approved by the FCA) and the shares are
re-admitted to trading on the Standard List of the London Stock
Exchange.
-- On 1 January 2021, Mark Hollinshead will be appointed Chief
Commercial Officer and Daniel Cammiade will be appointed as a
non-executive director.
Commenting on the acquisition, National World's Chairman, David
Montgomery, said:
"JPI 's historic publishing brands represent the best in
journalism and have reliably served their communities and supported
local businesses, in some cases for centuries, and never more than
in the last year. National World will uphold this tradition and
implement modern technology to grow the business across a wider
footprint based on high quality, unique content.
"I am pleased with the appointment of Mark as Chief Commercial
Officer and welcome Daniel to the Board. We have a very experienced
Board with extensive knowledge in digital and print publishing to
deliver our transformational strategy for growth."
For further information please contact:
National World plc c/o Montfort Communications
David Montgomery +44 (0)77 3970
Vijay Vaghela 1634
Dowgate Capital Limited - Financial Advisers
and Brokers +44 (0)20 3903
James Serjeant 7715
Alvarium MB (UK) Limited - Financial Advisers +44(0)20 7195
Zeph Sequeira 1400
Stanhope Capital LLP - Financial Advisers
Nigel Spray
Rakesh Sharma +44 (0)20 7725
Emmanuel Daïen 1800
Montfort Communications - Financial PR & +44 (0)77 3970
IR 1634
Nick Miles +44 (0)78 1234
Olly Scott 5205
Further information on National World and JPI Group
Introduction
The Company listed on the standard section of the London Stock
Exchange in September 2019 to create a modern platform for news
publishing by implementing a new operating model using the latest
technology. Its strategy involves consolidation and change by
combining digital innovation and traditional print assets to grow
revenue by aggregation of audiences and reduce costs via shared
services.
On 2 December 2019 the Company announced that it was
contemplating several acquisitions and had approached JPI Media
Limited following speculation about the sale process for its
regional titles. Since that date there have also been discussions
involving several potential acquisitions, some of which are
ongoing.
On 2 January 2021 the Company will complete the acquisition JPI
Media Publishing Limited ("JPI") and its subsidiaries ("JPI Group")
from JPI Media Limited.
JPI Group
The JPI Group is the third largest publisher of regional
newspapers and websites in the UK with over 100 newspapers
including 13 daily newspapers. Iconic brands and websites include:
The Scotsman, The Yorkshire Post, Belfast News Letter, Sheffield
Star, Edinburgh Evening News, Portsmouth News and Lancashire
Evening Post.
In the year ending 2 January 2021 the JPI Group will have
estimated revenues of GBP85 million and EBITDA (before exceptional
costs) of GBP6 million. Estimated digital revenue for the period to
2 January 2021 is GBP17 million.
The business will be acquired with no debt and has no historic
defined benefit pension obligations.
Reasons for the acquisition of the JPI Group
JPI Group provides a portfolio of iconic brands spanning across
the UK, which provides a strong base from which to implement the
National World strategy of creating a modern platform for news
publishing with a new operational model supporting local sites
across the entire UK.
Financing for the acquisition of JPI
National World is acquiring JPI for a total consideration of
GBP10.2 million. The consideration is to be satisfied by GBP5.2
million in cash at completion and two deferred payments of GBP2.5
million each on the 31 March 2022 and 31 March 2023.
The Company will provide GBP6.5 million working capital
facilities to JPI Group post completion.
National World has funded the acquisition from its own cash
resources and by the issue of GBP8.425 million of loan notes.
National World is seeking to issue further loan notes during
January 2021 and has also entered a committed obligation with one
of its shareholders to issue a further GBP2 million of loan notes
during January 2021
The loan notes:
- pay interest at 10% per annum payable twice annually on 30 June and 31 December;
- are redeemable on 31 December 2023 or on 31 December 2021 and
31 December 2022 at the option of the Company;
- are convertible into ordinary shares of the Company at a
conversion price of 11p per ordinary share when trading in the
ordinary shares on the London Stock Exchange resumes; and
- on conversion the loan note holders are entitled to receive a
bonus payment equal to 10% of the amount of loan notes subscribed
for, payable in ordinary shares in the Company at 11p per ordinary
share.
Conversion of the loan notes are conditional, inter alia,
upon:
- approval of the shareholders of National World at a general meeting; and
- admission of the ordinary shares to trading on the Official
List of the London Stock Exchange.
As conversion of the loan notes may result in one or more of the
loan note holders owning more than 30% of the issued share capital
of the Company the right to convert the loan notes is subject to
the publication of a circular to the shareholders of National World
(approved by the Takeover Panel) and the approval of the
shareholders of National World at a general meeting.
The GBP8.425 million of loan notes issued in December 2020 were
subscribed for by shareholders of National World. The Company
intends to make further issues of loan notes (on the same terms) to
provide further capital for its strategy in advance of re-admission
of the ordinary shares to trading on the Official List of the
London Stock Exchange and may also consider a further issue of
ordinary shares at that time.
The loan notes have been subscribed for by:
- the directors of the Company: David Montgomery GBP100,000;
Vijay Vaghela GBP100,000; Mark Hollinshead GBP25,000; John Rowe
GBP100,000 and Steve Barber GBP100,000;
- Mediaforce (Holdings) Limited ("Mediaforce") a company
controlled by Malcolm Denmark, GBP6 million. As part of the
agreement to subscribe for loan notes the Company has agreed that
Mediaforce may appoint two directors to the board of National World
if they have a shareholding of more than 20%; and
- Alasdair Locke GBP2 million. Alasdair Locke owns 5,000,000
ordinary shares in the Company (9.26% of the issued share capital).
Alasdair Locke has also agreed to subscribe for a further GBP2
million of loan notes during January 2021 should further funding be
required.
Changes to the Board of Directors
Following the acquisition of JPI, Mark Hollinshead, who is
currently a non-executive director will become Chief Commercial
Officer and Daniel Cammiade will be appointed to the Board as a
non-executive director.
Daniel Cammiade is the chief executive of Tindle Newspapers
Limited. National World confirms that there is no further
information to be disclosed under the requirements of Listing Rule
9.6.13 in relation to the appointment of Daniel Cammiade.
Trading in the ordinary shares
Trading in the ordinary shares has been suspended since 2
December 2019. For trading to resume the Company will be required
to publish a prospectus, prepared in accordance with the Prospectus
Regulation Rules, and setting out information on the JPI Group, the
loan notes and any further issue of ordinary shares.
Following publication of the prospectus application will be made
for the ordinary shares to be admitted to the standard segment of
the Official List and admitted to trading on the Main Market of the
London Stock Exchange. Applications will also be made in respect of
any future issue of shares in the Company's share capital
(including or pursuant to options or otherwise) to be admitted to
trading on standard segment of the Official List and to trading on
the London Stock Exchange's Main Market.
The Company anticipates that it will publish a prospectus and
that trading in the shares will resume in early April 2021. The
Prospectus will be available at the Company's website
(https://www.nationalworld.com) as soon as practicable following
its publication.
General Meeting
The Company intends to convene a general meeting prior to the
publication of a prospectus to pass resolutions to approve:
- the issue of ordinary shares to the loan note holders on conversion of the loan notes; and
- the issue of further ordinary shares to fund the Company's strategy.
Issued Shares and Total Voting Rights
As at 6.00pm on 30 December 2020 (being the latest practicable
date prior to the publication of this announcement) the Company's
issued share capital comprised 54,000,000 ordinary shares of
GBP0.10 each. Each Ordinary Share carries the right to one vote at
a general meeting of the Company and, therefore, the number of
voting rights in the Company as at 6.00pm on 30 December 2020 is
54,000,000.
Expected Timetable for issue of Prospectus
February 2021
-- Publication of a shareholder circular and notice of general meeting
March 2021
-- General meeting of the Company
-- Publication of the prospectus
April 2021
-- Re-admission of the ordinary shares to trading.
This announcement contains inside information for the purposes
of the Market Abuse Regulation (EU) NO. 596/2014. Upon the
publication of this announcement, this inside information is now
considered to be in the public domain. The person responsible for
arranging for the release of this announcement on behalf of
National World is Vijay Vaghela, Chief Operating Officer.
- Ends -
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQLFLFXBLLXFBK
(END) Dow Jones Newswires
December 31, 2020 08:00 ET (13:00 GMT)
National World (LSE:NWOR)
Historical Stock Chart
From Mar 2024 to Apr 2024
National World (LSE:NWOR)
Historical Stock Chart
From Apr 2023 to Apr 2024
