TIDMTNI
RNS Number : 6665D
Trinity Mirror PLC
28 October 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
28 October 2015
Trinity Mirror plc
Trinity Mirror to take full ownership of Local World in
transformative deal
Trinity Mirror plc ("Trinity Mirror" or the "Company") today
announces the proposed acquisition of all of the shares in Local
World Holdings Limited ("Local World") not already owned by the
Company. The acquisition values Local World on a debt-free
cash-free basis at GBP220 million. The purchase price for the 80.02
per cent. shareholding not already owned by Trinity Mirror is
GBP154.4 million, being the Sellers' total share of the equity
value of GBP193 million. Trinity Mirror will also assume debt,
working capital and debt-like items of circa GBP27 million and will
incur some GBP6 million of transaction costs at completion which
together with the equity consideration represents total
consideration of GBP187.4 million.
Strategic rationale
The Board believes that the Acquisition will:
-- Transform Trinity Mirror into the UK's largest regional news publisher;
-- Create a stronger and more resilient organisation enabling
the Group to accelerate its strategic transformation;
-- Further enhance Trinity Mirror's digital reach. The Enlarged
Group's digital portfolio would comprise a network of publishing
websites delivering 120 million monthly unique browsers and 790
million monthly page views; and
-- Deliver cost synergies - c. GBP10 million to GBP12 million in
the second full year of ownership.
The Board expects the Acquisition to be earnings enhancing in
the first full year following the Acquisition.
Commenting on the Acquisition, Simon Fox, Chief Executive,
Trinity Mirror plc, said:
"This is a good day for local media. Local World is a business
we know and respect and by combining it with Trinity Mirror we will
create an organisation of scale, with the talent and financial
capacity to invest and adapt to the rapidly changing media
landscape. It is a vote of confidence in local press and its
future."
David Montgomery, Group CEO, Local World, said:
"Local World was founded three years ago with a clear vision to
reinvigorate regional media with an unrelenting focus on our
content, audience and advertisers. I am proud of what we have
achieved. Local World is full of energy and talent and Trinity
Mirror is acquiring a vibrant business with a strong future. I want
to take this opportunity to thank everyone who has made Local World
the success it is today."
Consideration and financing
The consideration for the Local World Shares to be acquired by
Trinity Mirror will be payable as a combination of cash and
Consideration Shares issued to the Sellers. Trinity Mirror will
fund the total consideration for the Acquisition, including related
transaction costs of the Company, by:
-- Utilising GBP67.3 million of existing cash resources;
-- Entering into a new GBP80 million five-year amortising debt facility;
-- Satisfying GBP5.3 million of consideration through the issue
of 3,371,010 new ordinary shares, representing 1.3 per cent. of
Trinity Mirror's existing issued ordinary share capital; and
-- Undertaking a placing of 22,398,041 new ordinary shares,
representing 8.7 per cent. of Trinity Mirror's existing issued
ordinary share capital to raise net proceeds of GBP34.8 million,
announced separately today (the "Placing").
Following the Acquisition, Trinity Mirror will continue to
benefit from strong cash generation providing financial flexibility
for ongoing investment, potential return of capital to shareholders
and continued support for Trinity Mirror's historic defined benefit
pension scheme liabilities.
About Local World
Local World is one of the largest regional news publishers in
the UK and was established at the end of 2012 through the
acquisition of the regional publishing assets of Northcliffe Media
Limited and Iliffe News & Media Limited.
Local World's print portfolio:
-- Comprises 83 print publications: 16 daily print titles, 2
Metro franchises, 36 paid weekly titles and 29 free weekly
titles;
-- Has its main footprint in the South West and Wales, London
and the South East, and the Midlands and the North; and
-- Includes 7 of the top 20 regional paid daily titles (by
circulation) in England and Wales, which alongside Trinity Mirror's
regional titles, would result in the Enlarged Group having 13 of
the top 20.
Local World's digital portfolio attracts a growing digital
audience with 24 million monthly unique browsers and approximately
167 million monthly page views at June 2015.
Local World generated revenue and Adjusted Operating Profit* of
GBP221 million and GBP39 million in 2014.
*Adjusted Operating Profit means operating profit excluding
non-recurring items, restructuring charges in respect of cost
reduction measures, pension administrative expenses and the
amortisation of intangible assets.
Proposed Management changes
On completion, with the exception of Simon Fox and Vijay
Vaghela, all Executive and Non Executive directors will resign as
directors of Local World. David Montgomery and Lisa Gordon will
also leave the business shortly after completion. Rachel Addison,
the Chief Operating Officer of Local World, will be promoted to the
role of Managing Director, Local World, reporting to Simon Fox.
Proposed On-Sale
The Company has signed Heads of Terms with Edward Richard Iliffe
("ERI") to sell the businesses and assets of certain Local World
newspaper titles located around Cambridge and Hertfordshire for a
cash consideration of GBP15.8 million. These titles contributed
GBP3.1 million to the Adjusted EBITDA of Local World in 2014. In
the event that the Proposed On-Sale is not completed, Trinity
Mirror has agreed, in certain circumstances, to pay, or procure the
payment of, a break fee of GBP2 million to Iliffe Print Cambridge
Limited (an Iliffe family company). The break fee will not be
payable if the Acquisition is not completed.
Circular to Shareholders and Notice of General Meeting
Further details of the Acquisition, together with a notice
convening a General Meeting on 13 November to approve the
Transaction, will be contained in a circular that will be sent to
shareholders today (the "Circular"). The Circular will include a
recommendation from the Board of Trinity Mirror that shareholders
vote in favour of the Acquisition.
Terms not defined herein shall have the same meaning as set out
in the Circular.
A call and webex for analysts and shareholders will be held
today at 9.30am. Conference call details are as follows: telephone
number: +44(0)20 3478 5300 or 0800 279 5736; confirmation code:
3041611. The webex can be accessed at the URL:
http://edge.media-server.com/m/p/j78px7zj
Enquiries:
Trinity Mirror plc
Simon Fox, Chief Executive
Vijay Vaghela, Group Finance Director 020 7293 3553
Numis
Financial Adviser, Sponsor, Joint Bookrunner
and Corporate Broker
Nick Westlake, Lorna Tilbian, Mark Lander, Michael
Wharton 020 7260 1000
Barclays
Joint Bookrunner and Corporate Broker
Nicola Tennent, Stuart Jempson 020 3134 9801
Brunswick
Mike Smith 020 7404 5959
Trinity Mirror plc
Proposed acquisition of all of the Local World Shares not
already owned by the Company
Background to, and reasons for, the Acquisition
Trinity Mirror's strategic objective is to deliver sustainable
growth in revenue and profit. Our aim is to do so by driving the
profitability and cash flow of our core publishing and printing
operations whilst building our digital publishing revenues and
seeking out appropriate investment opportunities, both organically
and through acquisition.
Trinity Mirror's businesses operate in the rapidly evolving
media sector and face a challenging trading environment which
continues to place structural pressure on Trinity Mirror's
print-related revenue while at the same time presenting
opportunities to grow Trinity Mirror's digital revenue. The print
segment continues to face challenges with paid-for newspaper sales
declining and the share of print advertising declining while total
advertising spend is growing. As the majority of Trinity Mirror's
revenue is currently generated from print circulation and print
advertising, our strategy is to ensure that declines in print
revenue are minimised and ultimately offset by growth in digital
revenue over the longer term.
Our goals will be delivered through four key areas of strategic
focus:
1. protecting and revitalising our core brands in print;
2. growing our existing brands onto digital delivery
channels;
3. continuing our relentless focus on efficiency and cost
management; and
4. launching, developing, investing in or acquiring new
businesses built around distinctive content or audience.
The Acquisition is an attractive opportunity which is consistent
with our strategic objective and goals and firmly fits into our
fourth area of strategic focus, above.
The Board of Trinity Mirror therefore believe that the
Transaction will provide the following benefits to shareholders for
the following reasons:
Strength of the regional publishing market
The UK has one of the most avid local newspaper readerships in
the world. According to Kantar Media TGI analysis for the period
April 2014 to March 2015, 44 per cent. (23 million) of the adult
population in Great Britain reads a regional newspaper (source:
Kantar Media UK report, 13 August 2015).
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Whilst structural pressures have seen circulation volume
declines for regional newspapers, the industry is still
distributing an estimated 24 million copies a week, of which 15
million are paid for and 9 million are free to readers (source:
Enders Analysis report 2015-032, 16 April 2015). At the same time,
regional publishers are continuing to make significant traction in
growing their digital news platforms - ABC figures for January to
June 2015 reported a 44 per cent. year on year growth in daily
unique browsers (source: ABC, June 2015). Media research firm
Enders Analysis forecasts regional digital advertising revenue in
aggregate to grow on a double digit basis year on year over the
next four years (source: Enders Analysis report 2015-071, 13 August
2015).
Taking into account the attractions of the regional publishing
industry and Trinity Mirror's efficient operating model and track
record, the Directors believe that a larger regional business (in
terms of audience reach, mix of print and digital media, titles and
geographic footprint) combined with our national news brands
represents a highly attractive platform for value generation for
customers (both advertisers and readers) and shareholders alike.
The Acquisition reinforces Trinity Mirror's commitment to news
media and enables us to participate in a compelling business
opportunity with the consolidation of strong local media
brands.
The Acquisition will transform Trinity Mirror into the UK's
largest regional news publisher
The Board believes that the Acquisition represents a unique
opportunity to transform the scale of the Trinity Mirror Group's
regional news business and is an important step towards Trinity
Mirror's strategic goal of creating a multi-media business of scale
by:
-- creating the largest newspaper publishing business in the UK
combining both regional and national titles;
-- extending Trinity Mirror's regional business into new geographic areas;
-- incorporating a portfolio of titles and websites with strong
brands and which represent a strong strategic and a complementary
geographic fit with Trinity Mirror's existing portfolio of titles
and websites; and
-- providing advertisers with greater reach and a more efficient
footprint of regions from which to advertise to their target
audiences.
Trinity Mirror believes that the combination of the two
businesses to create a regional and local multimedia business of
scale will provide national advertisers with access to a larger
footprint of key metropolitan areas. The combined regional
businesses will also be more resilient in responding to the
structural challenges faced by the industry and will thereby assist
in safeguarding the future of independent local news and plurality
of voices. As of July 2015, Trinity Mirror's regional titles
accounted for 19 per cent. of the total weekly circulation of
regional and local newspapers in the UK and Ireland; collectively,
after the Acquisition, the combined regional businesses will
account for close to 30 per cent. of total regional and local
newspapers weekly circulation in the UK and Ireland (source: Local
Media Works July 2015; ABC/independently audited figures).
The Enlarged Group will have an average weekly circulation of 9
million regional newspapers comprising 36 daily newspapers,
including 8 Metros outside London, 88 weekly paid for newspapers,
including 5 Sunday newspapers, and 43 weekly free newspapers.
The Acquisition will further enhance our digital reach
Trinity Mirror is currently the largest regional publisher
online, attracting 30 million unique browsers in June 2015. Local
World has been making good progress with their digital
transformation and experimenting with new revenue formats online.
It reported 24 million unique browsers in June 2015, and is ranked
third largest of the reported ABC regional publishers.
The Acquisition will lend considerable strength to Trinity
Mirror's digital portfolio, enabling Trinity Mirror to compete more
effectively with digital competitors. The Enlarged Group's digital
portfolio would comprise a network of publishing websites
(including national titles) delivering 120 million monthly unique
browsers and 790 million monthly page views as at June 2015 with 62
per cent. of its online audience based in the UK.
The Acquisition will create a digital network of scale to sell
to advertisers, enable the sharing of best practices, content and
resources, across both businesses.
Local World has delivered strong financial performance
Local World was established at the end of 2012 and the business
has delivered a strong financial performance over the last two
years. The business delivered revenue of GBP231 million and GBP221
million in 2013 and 2014 respectively. In these two years a decline
in print revenue was partly mitigated by growth in digital revenue.
Further economies of scale enabled the business to reduce its cost
base and as a result Adjusted Operating Profit grew from GBP36
million in 2013 to GBP39 million in 2014 despite the revenue
decline. This strong performance is anticipated to continue in
2015.
Local World is pursuing a strategy to transform its business
model and has continued to invest in its digital strategy. This is
evident in its digital audience growth from 9 million monthly
unique browsers in June 2013 to 24 million in June 2015.
Local World has strong cash flows and from Adjusted EBITDA of
GBP39 million and GBP42 million in 2013 and 2014 respectively
generated net operating cash flows of GBP34 million and GBP37
million, respectively. It has no historic pension deficit and has
low levels of capital expenditure as the business does not own any
print sites.
Local World's business is well known to Trinity Mirror and the
Acquisition will enable Trinity Mirror to take full ownership of a
successful investment
Trinity Mirror already holds a 19.98 per cent. holding in Local
World, which was acquired for cash consideration of GBP14.2 million
in January 2013. That initial investment has been successful, with
total dividends of GBP15.1 million having been received from Local
World over the past two years. As a consequence of our continued
investment in Local World, and representation on the board of
directors of Local World, Trinity Mirror is already very familiar
with the Local World business. In addition, Trinity Mirror already
provides printing and national advertising services to Local
World.
The Acquisition will deliver cost synergies
The Enlarged Group will benefit from Trinity Mirror's track
record of successful cost management, creating scope for cost
synergies. Cost synergies are expected to arise through the
implementation of Trinity Mirror's tight management of the cost
base, by deploying know-how learned during the delivering of
historic structural costs savings in Trinity Mirror's own regional
businesses and through the integration and future operation of
certain activities on a group-wide basis across the Enlarged Group.
It is anticipated that cost savings will be achieved following the
Acquisition, amounting to an annual recurring GBP12 million before
tax from the second full year after the Acquisition (assuming the
Proposed On-Sale referred to below does not complete, or GBP10
million per annum if it does). The cost savings are expected to
accrue in the areas of content generation (GBP3.2 million),
advertising cost of sale (GBP2.3 million), digital costs (GBP1.6
million), printing and distribution (GBP1.4 million), and
management and central costs (GBP3.5 million).
It is anticipated that total non-recurring costs of GBP11
million will be incurred during the first and second year of
ownership in order to deliver these cost savings.
The synergies identified above reflect both beneficial elements
and relevant costs that will arise as a result of the Acquisition.
These synergies are contingent on the Acquisition and could not be
achieved by Trinity Mirror and Local World operating
independently.
Information on Local World
Local World is one of the largest regional news publishers in
the UK. Local World was established at the end of 2012 through the
acquisition of the regional publishing assets of Northcliffe Media
Limited and Iliffe News & Media Limited. These acquisitions
brought strong publishing brands, efficient operations and
experienced management and staff from each of Northcliffe and
Iliffe together into one business of greater scale from which
further efficiencies could be achieved. The assets were acquired
free of historic pension deficits or obligations and without any
print sites, all printing having been secured under outsourced
contracts, providing Local World the opportunity to invest in
digital growth and retain a high proportion of its operating cash
flows.
Local World's print portfolio:
-- comprises 83 print publications: 16 daily paid titles, 2
Metro franchises, 36 paid weekly titles and 29 free weekly
titles;
-- has its main footprint in the South West and Wales, London
and the South East, and the Midlands and the North; and
-- Includes 7 of the top 20 regional paid daily titles (by
circulation) in England and Wales, which alongside Trinity Mirror's
regional titles, would result in the Enlarged Group having 13 of
the top 20.
Local World's digital portfolio:
-- attracts a growing digital audience with 24 million monthly unique browsers;
-- generates approximately 167 million monthly page views; and
-- has approximately 87 per cent. of its online audience based in the UK, as at June 2015.
Local World generated GBP221 million of revenues and GBP42
million of Adjusted EBITDA in 2014. Of the total revenues, 11 per
cent. are digital and these grew by 21 per cent. year on year in
2014.
Summary of the key terms of the Acquisition and the Heads of
Terms
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Under the terms of the Share Purchase Agreement, Trinity Mirror
will (subject to the satisfaction of certain conditions) acquire
all of the Local World Shares that it does not already own from the
selling shareholders, who are Daily Mail and General Holdings
Limited; the Honourable Edward Richard Iliffe ("ERI"); the Trustees
of the 1997 A&M Funds of Lord Iliffe's Settlement Dated 1 April
1969; Torchlight Fund LP; David Montgomery; Rowanmoor Trustees
Limited, re DM; Odey European Inc.; OEI MAC Inc. and Glenrinnes
Farms Limited (the "Sellers") - for a purchase price based on a
total indicative equity value for Local World of GBP193 million
(which in turn has been derived from an enterprise value for Local
World of GBP220 million, implying an Adjusted EBITDA multiple of
five-times 2014 Adjusted EBITDA, less adjustments for net debt,
working capital and debt like items).
Local World is of sufficient size relative to Trinity Mirror to
constitute a Class 1 transaction under the Listing Rules of the
Financial Conduct Authority and the Acquisition is therefore both
subject to and conditional upon the approval of Trinity Mirror's
shareholders. In addition, the Acquisition is conditional upon
Admission of new ordinary shares under the Placing. Transaction
costs of some GBP6 million will be incurred by Trinity Mirror in
relation to the Acquisition and Placing.
Further details of the Acquisition, together with a notice
convening a General Meeting on 13 November to approve the
Transaction, will be contained in the Circular. The Circular will
include a recommendation from the Board of Trinity Mirror that
shareholders vote in favour of the Acquisition.
In connection with the Acquisition, Trinity Mirror has signed
Heads of Terms with ERI, one of the Sellers, which set out the
principal terms and conditions on which ERI is willing to purchase
the businesses and assets of certain of the local newspaper titles
currently in the Local World portfolio to be acquired by the
Company pursuant to the Acquisition (the "Proposed On-Sale").
In the 52 weeks ended 28 December 2014, these businesses
contributed approximately GBP3.1 million to the Adjusted EBITDA of
Local World (approximately 7.3 per cent of the total Adjusted
EBITDA of Local World in such period). As at 28 December 2014, the
value of the gross assets attributable to these titles was GBP10.6
million (approximately 6.8 per cent. of the total gross assets of
Local World as at such date).
In the event that the Proposed On-Sale is completed, it is
anticipated that:
-- As a result of dis-synergies, the level of total cost
synergies that will arise from the Acquisition will be reduced from
an annual GBP12 million before tax to an annual GBP10 million
before tax from the second full year after the Acquisition; and
-- the net sale proceeds will be used by the Company to repay
drawings on the New Debt Facility.
In the event that the Proposed On-Sale is not completed, the
Company has agreed to, in certain circumstances, pay, or procure
the payment of, a break fee of GBP2 million to Iliffe Print
Cambridge Limited (an Iliffe family company).
The detailed terms of the Acquisition and further details of the
assets which may be acquired by ERI will be set out in the
Circular.
Financial effects of the Acquisition
The Board believes that the Acquisition will generate
considerable value for shareholders, with increased scale and cost
synergies.
The key financial implications of the Acquisition are as
follows:
-- following the Acquisition, the Enlarged Group will have a
robust balance sheet with pro forma net assets of GBP667 million
and leverage not increasing beyond one times on a pro forma
basis;
-- earnings enhancing in the first full year following the Acquisition;
-- strong cash generation; and
-- recurring cost synergies will further enhance the financial
strength of the Trinity Mirror Group.
Financing of the Acquisition
The consideration for the Local World Shares to be acquired by
Trinity Mirror will be payable as a combination of cash and
Consideration Shares issued to the Sellers. Trinity Mirror will
fund the total consideration of the purchase price by utilisation
of the New Debt Facility which will be fully drawn, from GBP61.3
million of existing cash resources and from the proceeds of the
Placing, announced on 28 October 2015 and which is expected to
raise net proceeds of GBP34.8 million.
The Company entered into a placing agreement with Numis and
Barclays on 28 October 2015 (the "Placing Agreement"), pursuant to
which Numis and Barclays have agreed on a reasonable endeavours
basis to procure institutional placees for the Placing Shares or
failing which, to take up themselves the Placing Shares, at the
Placing Price (each such term as defined in the Placing Agreement).
The Placing is not conditional on the Acquisition. Should the
Acquisition not proceed, the Board will consider the appropriate
application of the net proceeds of the Placing, but it is
anticipated that they may be used to support the Trinity Mirror
Group's strategic objectives, to reduce net debt or for general
corporate purposes.
Current Trading and Prospects - Trinity Mirror
On 5 October 2015 Trinity Mirror released the following trading
update:
"The Board continues to expect performance for the year to be in
line with expectations.
Whilst the trading environment remains volatile, revenue trends
have seen some improvement in the third quarter (13 weeks to 27
September 2015) with revenue falling by 9% against a 13% decline in
the second quarter (13 weeks to 28 June 2015). Underlying
revenue(1) fell by 7% in the third quarter compared to the 10%
decline in the second quarter. On an underlying basis Publishing
revenue fell by 6% with print declining by 8% and digital growing
by 24%.
We continue to deliver strong growth in our digital audience(2)
with average monthly unique users and page views growing by 31% and
48% respectively in the third quarter. Publishing digital revenue
grew by 24% with Publishing digital display advertising revenue
growing by 33%.
We have seen an improvement in trends with underlying
circulation and print advertising revenue for the Publishing
division falling by 5% and 16% respectively in the third quarter.
This compares to underlying declines in circulation and print
advertising revenues of 5% and 23% respectively in the second
quarter.
We continue to make good progress against our strategic
initiatives and the business continues to deliver strong cash flows
and remains on track to deliver structural cost savings of GBP20
million for the year.
On 10 August 2015, our subsidiary MGN Limited was granted
permission to appeal the judgment handed down on 21 May 2015 by Mr
Justice Mann in relation to civil claims relating to phone
hacking.
We can now confirm that the appeal, which has been expedited,
will be heard over two days during the week commencing 19 October
2015. At this stage we cannot be specific on the timing of the
outcome of the appeal.
(1) Underlying trends exclude revenues for titles closures in
the South and the newsprint supply to the Independent and i which
ceased at the end of 2014. In 2014 the revenue generated by the
titles closed in the South was GBP4.5 million and from newsprint
supply to the Independent and i was GBP11.1million.
(2) Average monthly unique users and page views for the
Publishing division across web, mobile and apps for July to
September 2015 versus July to September 2014."
MGN Limited's appeal of the judgment handed down on 21 May 2015
by Mr Justice Mann in relation to civil claims relating to phone
hacking was heard by the Court of Appeal on 20 and 21 October 2015.
Judgment is awaited.
Current Trading and Prospects - Local World
Local World continues to generate strong cash flows in 2015
despite continued declines in its print revenues in common with the
regional newspaper industry. It has utilised these operating cash
flows to continue investing in digital growth and in distributions
to shareholders.
In January 2015, Local World repaid its existing loan of GBP10
million and signed a new GBP50 million bank loan, facilitating the
distribution of GBP60 million to shareholders, through the payment
of a GBP50 million dividend on 28 January 2015 and GBP10 million on
6 February 2015.
Dividend Policy of the Enlarged Group
A final dividend for 2014 of 3 pence per Ordinary Share was paid
in June 2015, being the first dividend paid by Trinity Mirror since
2008. The Board has approved an interim dividend for 2015 of 2
pence per share. This will be paid on 30 November 2015 to
Shareholders on the register on 2 October 2015. This is in line
with the dividend policy aligned to the free cash generation of
Trinity Mirror and the investment required to deliver sustainable
growth in revenue and profit over the medium term. This policy will
not be affected by the Acquisition. The Placing Shares and the
Consideration Shares will not rank for the 2015 interim
dividend.
Settlement of, and listing and dealing in, the Consideration
Shares
The Consideration Shares will be issued at Completion, credited
as fully paid and will rank pari passu in all respects with the
Ordinary Shares, including the right to receive all dividends,
distributions or any return of capital declared, made or paid after
Completion, save for the interim dividend payable on 30 November
2015.
Recommendation
The Board considers the terms of the Acquisition and the
Acquisition Resolution to be in the best interests of the Company
and the Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Acquisition
Resolution as they intend to do in respect of their own beneficial
holdings of Ordinary Shares.
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