TIDMINM
RNS Number : 0371B
Independent News & Media PLC
19 October 2009
Independent News & Media PLC
Dublin/London - 19th October, 2009: Independent News & Media PLC ("INM" or "the
Company") announces that Independent News & Media (Finance) Limited, a wholly
owned subsidiary of INM, and issuer of the EUR200 million 5.75% Guaranteed Bonds
due 2009 ("Bonds") has today issued a notice convening a meeting ("Bondholder
Meeting") of holders of the Bonds for the purposes of considering and if thought
fit approving an extraordinary resolution ("Extraordinary Resolution") relating
to a proposal to equitise the Bonds by means of a First Equity Issue and either
a Rights Issue or a Second Equity Issue (each as previously referred to in
Company announcements dated 28th September, 2009 and 7th October, 2009).
The full text of the Extraordinary Resolution follows. The Bondholder Meeting
will be held in London at 11.00 a.m. on 10 November, 2009. The latest time for
submission of block voting instructions by Bondholders through the Clearing
Systems in connection with the Bondholder Meeting is 11.00 a.m. on 6 November,
2009.
For further information, please contact:
+--------------------------+--------------------+--------------+
| Independent News & Media | Davy | North |
| PLC | Hugh McCutcheon | Sea |
| Gavin O'Reilly | Eugenée Mulhern | Partners |
| Chief Executive Officer | Tel: + 353 1 679 | Michael |
| Donal Buggy | 6366 | Brennan |
| Chief Financial Officer | | Brian |
| Tel: + 353 1 466 3200 | | McKeon |
| | | Tel: +1 |
| | | 212 901 1509 |
| | | |
+--------------------------+--------------------+--------------+
| Media | Rory Godson/ Paul | Investors |
| Pat Walsh | Durman | and |
| Murray Consultants | Powerscourt | Analysts |
| (Dublin) | (London) | Mark |
| Tel: +353 1 498 0300 | Tel: +44 20 7250 | Kenny/ |
| | 1446 | Jonathan |
| | | Neilan |
| | | K Capital |
| | | Source |
| | | (Dublin) |
| | | Tel: +353 |
| | | 1 631 5500 |
| | | |
+--------------------------+--------------------+--------------+
The full text of the Extraordinary Resolution for consideration at the
Bondholder Meeting is as follows:
This Meeting approves as an Extraordinary Resolution the following resolution,
being a resolution to sanction a proposal (the Proposal) for the exchange, sale,
transfer, release and/or cancellation of all of the Bonds for or in
consideration of shares or other securities of one or more other companies,
including the First Bond Purchaser and the Second Bond Purchaser (each as
defined below) or ordinary shares (credited as fully paid) of Independent News &
Media PLC (Company), and/or cash, within the meaning of paragraph 18(I) of the
Fifth Schedule to the Trust Deed, such Proposal being on the terms set out or
envisaged in the memorandum from the Company to Bondholders dated on or about
the date of the notice convening this Meeting (the Memorandum) but subject to
such variations or amendments as may be authorised to be made pursuant to this
resolution:
"That subject to the satisfaction of the following conditions (the defined terms
listed below shall bear the same meanings as ascribed to them in the Memorandum)
(and subject to the provisions as to the waiver of such conditions set out in
paragraph 10 below) on or before the First Equity Issue Date:
* the New Bank Facilities having been executed and being conditional only on the
implementation of the Restructuring and the Principal Restructuring Documents
having been executed;
* various consents, regulatory approvals and confirmations having been obtained;
* the continuation of the Standstill Period;
* the Company having convened the Share Capital EGM to consider the Share Capital
Resolutions and the Rights Issue Resolution;
* the agreement of the Irish Takeover Panel being obtained that all or any of the
Bondholders would not be obliged under Rule 9 of the Irish Takeover Rules to
make a mandatory offer, or if they were so obliged, the Irish Takeover Panel
having granted an unconditional waiver of any such obligation;
* no regulatory impediments to the implementation of the Restructuring having
arisen and not having been addressed; and
* no legal proceedings having been issued which materially restrict the rights
attached to, or require any disposal of, the First Company Shares (as defined in
paragraph 3(a) below) or which delay, or would be likely to delay, completion of
the Restructuring beyond 30 December 2009;
1. Such entity as may be nominated to holders of the Bonds by the Ad Hoc
Committee (as defined below) on or before the date of this Meeting is with
immediate effect appointed as the agent and nominee of the Bondholders (the
Nominee) for the purposes set out in the remainder of this Extraordinary
Resolution and on the basis that:
(a) all the acts and omissions of the Nominee shall be deemed to have the
benefit of protective provisions equivalent to those contained in the Trust Deed
and afforded to the Trustee (including, without limitation, the provisions
regulating the duties of, and providing for the remuneration, indemnification
and exculpation of the Trustee), as if references in those provisions to
"Trustee" were to "Nominee";
(b) the Nominee is hereby authorised and directed to concur in, and execute
and do, in addition to those specifically referred to in this Extraordinary
Resolution, all other deeds, instruments, acts and things which may be necessary
or appropriate or which the Nominee is instructed by the Ad Hoc Committee to
carry out and give effect to this Extraordinary Resolution and implement the
Proposal (as the same may be varied or amended in accordance with the paragraph
10 below) and to concur with the Ad Hoc Committee and the Company, and thereby
authorise on behalf of the Bondholders, any such amendments and variations to
the implementation of the Proposal as are authorised by the Ad Hoc Committee
pursuant to paragraph 10 below;
(c) the Nominee is hereby authorised to delegate the performance of any of
its actions or authorities pursuant to this Extraordinary Resolution to one or
more other persons, or procure that one or more other persons hold some or all
of the cash and securities to be held by it pursuant to implementation of the
Proposal; and
(d) any modification of the provisions of the Trust Deed required in order to
give full legal effect to the nomination and appointment referred to in this
Clause 1 and to the implementation of the Proposal shall be and are hereby
proposed by the Ad Hoc Committee and shall be and are hereby assented to, in
each case in accordance with Clause 18 (C) of the Fifth Schedule to the Trust
Deed; and
2.
(a) The transfer of all of the Bonds to an account or custodian within the
relevant clearing systems established by the Nominee (or on its behalf) pending
the transfer of Bonds pursuant to paragraph 2(b) and/or 2(c) below or, as
applicable, paragraph 9 below;
(b) The transfer and sale of Bonds (the First Bonds) having a principal
amount outstanding which, when aggregated with all accrued but unpaid interest
in respect of the First Bonds as at the date on which the First Share Sale and
Purchase Agreement (as defined) below is to be completed (the First Equity Issue
Date) equals EUR122.9 million to a company to be established on terms approved by
the Nominee for the purpose of purchasing those First Bonds (the First Bond
Purchaser) the ordinary shares of which are and will be held by or on behalf of
the Nominee as nominee for those persons who (as evidenced by the accounts of
the relevant clearing systems and/or custodians holding through those clearing
systems) are Bondholders at the close of this meeting (the Relevant Bondholders)
for the purposes described in this Extraordinary Resolution and on the terms
described in paragraph 8 below in consideration for an amount equal to the lower
of:
(i)EUR122.9 million; and
(ii) the market value of the principal amount of the First Bonds transferred and
sold (including accrued but unpaid interest thereon as at the First Equity Issue
Date),
to be satisfied in full by the issue to the Nominee (or on its behalf) of
723,199,998 shares in the capital of the First Bond Purchaser credited as fully
paid (together with the two ordinary shares of the First Bond Purchaser then in
issue, the First Bond Purchaser Shares) (such First Bond Purchaser Shares to be
held by the Nominee (or on its behalf) for the Relevant Bondholders on the terms
described in paragraph 8 below) pursuant to a First Bond Sale and Purchase
Agreement in the form produced to the Meeting and initialled by the Chairman for
the purpose of identification, is, subject to paragraph 10 below, hereby
approved; and
(c) The transfer and sale of the remaining outstanding principal amount of
the Bonds (the Second Bonds) (together with all accrued but unpaid interest
thereon) to a company to be established on terms approved by the Nominee for the
purpose of purchasing those Bonds (the Second Bond Purchaser), the ordinary
shares of which are and will be held by or on behalf of the Nominee as nominee
for the Bondholders for the purposes described in this Extraordinary Resolution
and on the terms described in paragraph 8 below, in consideration for the issue
to the Nominee (or on its behalf) of such number of further shares in the
capital of the Second Bond Purchaser credited as fully paid (together with the
two ordinary shares of the Second Bond Purchaser then in issue, the Second Bond
Purchaser Shares) as have a value at EUR0.05 per Second Bond Purchaser Share equal
to the aggregate value (the Second Bond Amount) of principal amount of Bonds
held by the Second Bond Purchaser and accrued but unpaid interest thereon, such
Second Bond Purchaser Shares to be held by or on behalf of the Nominee for the
Relevant Bondholders in the terms described in paragraph 8 below, pursuant to a
Second Bond Sale and Purchase Agreement in the form produced to the Meeting and
initialled by the Chairman for the purpose of identification (subject to the
right and power of the Nominee, if it deems it necessary or desirable, itself to
hold the Second Bonds in its own name (or through a nominee) and/or itself or
through a nominee (and in substitution for the Second Bond Purchaser) enter into
the Underwriting Agreement referred to in paragraph 4 below and carry out the
Second Bond Purchaser's obligation pursuant thereto (and subject to paragraph 10
below), is hereby approved; and
3.
(a) The sale by the Nominee (or on its behalf) of the First Bond Purchaser
Shares to the Company in consideration for the issue by the Company to the
Nominee (or on its behalf) (for the account of the Relevant Bondholders on the
terms set out in paragraph 8 below) of this resolution) of such number of new
ordinary shares in the capital of the Company, credited as fully paid, (the
First Company Shares) as is equal to the number of First Bond Purchaser Shares
pursuant to a First Share Sale and Purchase Agreement in the form produced to
the Meeting and initialled by the Chairman for the purpose of identification;
(b) The irrevocable instruction to the Nominee to vote the First Company
Shares then held by the Nominee (or on its behalf) in favour of the Share
Capital Resolutions and the Rights Issue Resolution (in each case as defined in
paragraph 4(a) below) together with such other resolutions as the Nominee acting
on the instructions of the Ad Hoc Committee (or its appointee) considers
necessary or desirable to ensure the passing of the Share Capital Resolutions
and the Rights Issue Resolution and to vote the First Company Shares then held
by the Nominee (or on its behalf) against any resolutions proposed at the
Shareholder Meeting (as defined in paragraph 4 below) which the Nominee acting
on the instructions of the Ad Hoc Committee (or its appointee) considers may
prevent or hinder the passing of the Share Capital Resolutions or the Rights
Issue Resolution; and
(c) At all times whilst the Nominee (or some other person on its behalf)
remains the registered holder of the relevant First Company Shares, the
instruction and authority to the Nominee to vote those First Company Shares in
respect of which a valid voting instruction form (as described in the
Memorandum) has been received by the Nominee (or on its behalf) by not later
than 3 Business Days before the date of the relevant meeting of shareholders of
the Company, at such meetings of the Company and on such resolutions to be
proposed at such meeting(s) (but not the resolutions referred to in 3(b) above)
as directed by such voting instruction forms, is, subject to paragraph 10 below,
hereby approved; and
4.
(a) If the Company's shareholders pass the ordinary resolutions to increase
the Company's authorised share capital by at least three billion ordinary shares
and grant the board of the Company authority to allot those shares (the Share
Capital Resolutions) and a special resolution to approve a rights issue (the
Rights Issue) of such number of ordinary shares in the Company as is equal to
the number of Second Bond Purchaser Shares (the Rights Issue Shares) on a
non-pre-emptive basis (the Rights Issue Resolution) which are to be put to the
Company's shareholders at an extraordinary general meeting to be held on or
around 25 November 2009 (the Shareholder Meeting), the cancellation or transfer
(directly or indirectly) to the Company of all Bonds held by the Second Bond
Purchaser and the subsequent release of all claims under or in respect of those
Bonds and the corresponding reduction in the Company's liability under the
guarantee given by the Company in connection with those Bonds, in consideration
for the delivery to the Second Bond Purchaser for distribution to the Nominee
for the account of the Relevant Bondholders on the terms described in paragraph
8 below of:
(i) any and all gross cash proceeds from the Rights Issue; and
(ii) any Rights Issue Shares which are not subscribed for in the Rights Issue
credited as fully paid; and
(iii) such further number of new ordinary shares in the Company credited as
fully paid as have a value at EUR0.05 per share equal to 5% of the aggregate value
of all the Rights Issue Shares at EUR0.05 per share (the shares and cash referred
to in these sub-paragraphs (i), (ii) and (iii) being the Rights Proceeds),
all pursuant to an Underwriting Agreement in the form produced to the Meeting
and initialled by the Chairman for the purpose of identification, is and are,
subject to paragraph 10 below, hereby approved; and
(b) If the Company's shareholders pass the Share Capital Resolutions but not
the Rights Issue Resolution the sale by the Nominee of the Second Bond Purchaser
Shares to the Company in consideration for the issue by the Company to the
Nominee (or on its behalf) for the account of the Relevant Bondholders on the
terms described in paragraph 8 and subject to paragraph 10 below and in
accordance with paragraph 7 below, of a number of new ordinary shares in the
capital of the Company credited as fully paid (the Second Company Shares) equal
to the number of Second Bond Purchaser Shares, credited as fully paid, pursuant
to a Second Share Sale and Purchase Agreement in the form produced to the
Meeting and initialled by the Chairman for the purpose of identification, is,
subject to paragraph 10 below, hereby approved; and
5. The Nominee (and the Trustee, to the extent it is party to any of the
following agreements and any nominee or delegate of the Nominee to the extent
appropriate) is, subject to paragraph 9 below, hereby authorised and directed to
execute as nominee on behalf of the Bondholders the First Bond Sale and Purchase
Agreement, the Second Bond Sale and Purchase Agreement, the First Share Sale and
Purchase Agreement, the Second Share Sale and Purchase Agreement, the
Underwriting Agreement, (and/or any documents or agreements which may be
substituted for them as a result of the operation of the authorities contained
in paragraph 10 below), in each case in the forms produced to the Meeting and
initialled by the Chairman for the purpose of identification, and all associated
transfer forms or instructions, and any other deeds, agreements, instruments,
instructions, things or acts necessary or desirable in order to consummate and
give effect to the transactions contemplated in any of these agreements; and
6. The Nominee is, subject to paragraph 10 below, hereby authorised and
directed to give on behalf of each Bondholder any instructions to or via
Euroclear or Clearstream, Luxembourg (the Clearing Systems) which are necessary
to effect a transfer of its Bonds to the Nominee (or on its behalf) and/or to
the First Bond Purchaser and/or to the Second Bond Purchaser; and
7. The Nominee is, subject to paragraph 10 below, hereby instructed,
authorised and directed to transfer the First Company Shares and the Second
Company Shares to the Eligible Bondholders (as defined below) and to transfer or
procure that the Second Bond Purchaser transfers) the Rights Proceeds to the
Relevant Bondholders in accordance with their pro rata entitlements as referred
to in paragraph 8 below (A) as soon as practicable after the conclusion of the
Shareholder Meeting in the case of the First Company Shares, (B) as soon as
practicable after the conclusion of the Rights Issue in respect of the Rights
Proceeds and (C) in circumstances where the Rights Resolution has not been
passed as soon as practicable after the completion of the Second Share Sale and
Purchase Agreement (or any agreement substituted thereof) in respect of the
Second Company Shares:
(a) in the case of those Relevant Bondholders who have notified the Nominee
(or some other person on its behalf) of a CREST Stock account for such purposes
before 5.00pm on the Business Day prior to the date of transfer, in
uncertificated form (in the case of shares) to such CREST Stock accounts; and
(b) in all other cases, in certificated form (in the case of shares) or by
cheque (in the case of cash) by post to the registered address of such Relevant
Bondholder as notified by the Relevant Bondholder to the Nominee (or on its
behalf) (or, in the case of joint Relevant Bondholders, the first named) (and at
the sole risk of the relevant Bondholder);
and in distributing any Shares or cash the Nominee shall be authorised to make
or procure the making of such provision to deal with fractional entitlements and
cash amounts as it sees fit; and
8. The Nominee is, subject to paragraph 9 below, hereby instructed,
authorised and directed to hold and to procure that any nominee or delegate of
it holds:
(a) the First Bond Purchaser Shares pending completion of the First Bond Sale
and Purchase Agreement;
(b) the Second Bond Purchaser Shares pending completion of the Second Bond
Sale and Purchase Agreement;
(c) the First Company Shares;
(d) the Second Company Shares;
(e) the Rights Proceeds; and
(f) such other property as may arise pursuant to the implementation of the
Proposal for the benefit of Relevant Bondholders;
for the Relevant Bondholders pro rata to the principal amount of Bonds
beneficially owned by each Relevant Bondholder (as evidenced by the records of
the relevant clearing systems and, where relevant, the custodians for such
Relevant Bondholders) as at the close of this meeting and in effecting any
transfers or distributions for the purposes of paragraph 7 above or 9 below of
any such property it will make such transfers and distributions in accordance
with such pro rata entitlements (but less a pro rata amount of the costs of
doing so and of all other costs and expenses of the Nominee (or persons acting
on its behalf) or the Trustee incurred in connection with their respective
duties and obligations pursuant to this resolution and which are not recoverable
from the Company) but subject to the sale provisions of paragraph 9 below; and
9.Each element of the Proposal described in this Extraordinary Resolution
applies only to Eligible Bondholders (as defined below) and accordingly:
(a)Excluded Bondholders (as defined below) have no right to receive or
beneficially be entitled to any shares in the capital of the First Bond
Purchaser, the Second Bond Purchaser or the Company or any other consideration
for their Bonds other than cash (whether directly or by way of sale of
securities);
(i)instead, the Nominee is hereby authorised and directed to retain otherwise
than for the account of Excluded Bondholders any securities which would
otherwise be held by it for the account of the Excluded Bondholders on a pro
rata basis and to procure the sale of such securities in the market at the best
price reasonably obtainable and to remit the proceeds of such sale to Excluded
Bondholders, net of the expenses of such sale, on the basis that neither the
Company nor the Nominee will have any responsibility for the timing of the sale
or the price obtainable; and
10. That the Ad Hoc Committee of Bondholders (as defined and described in the
Memorandum), acting through the holders of a majority in principal amount of
Bonds held by the members of the Ad Hoc Committee from time to time, be
authorised on behalf of all Bondholders (and without liability to Bondholders
for their actions and determinations taken in good faith) to:
(a)represent the interests of all Bondholders and may exercise all and any
powers or discretions which the Bondholders could themselves exercise by
Extraordinary Resolution;
(b)agree with the Company such variations or amendments to the mechanics and
process for the implementation of the Proposal as such Ad Hoc Committee (in its
absolute discretion) considers necessary or desirable and for the benefit of
Bondholders generally including, without limitation, variations to those
documents and agreements referred to in paragraph 5 above and the arrangements
authorised by paragraph 9 above and agreeing, where relevant substitutes
therefore, and subject to the concurrence of the Nominee acting on the
instructions of the Ad Hoc Committee and such variations, amendments, actions,
documents, agreements or otherwise shall be binding on all Bondholders and the
Nominee shall be authorised to execute all such agreements and documents and
take all actions as may be necessary to effect such variations or amendments;
and
(c)consent to the waiver (on such terms, if any, as the Ad Hoc Committee deems
fit) of any or all of the Conditions at the commencement of this resolution
other than that set out in paragraph (a); and
the Ad Hoc Committee members will have absolute and uncontrolled discretion as
to the exercise of the Ad Hoc Committee's powers, discretions and functions and
will not be responsible or liable to any person for any loss, liability, cost,
claim, action, demand, expense or inconvenience which may result from their
exercise or non-exercise of any power or discretion and:
(d) no Ad Hoc Committee member shall assume any responsibility towards or
have any liability to the Bondholders, the Trustee, the Nominee, the Issuer or
the Company or any other party, save in respect of liability arising from an Ad
Hoc Committee member's own fraud or wilful misconducts, and
(e) no Ad Hoc Committee member shall be liable for anything done or not done
by it or any of them under or in connection with the Bonds save in the case of
their own fraud or wilful misconduct; and
this Meeting approves, sanctions and ratifies all exercises of the powers,
discretions and authorities hereby conferred on the Ad Hoc Committee and made or
exercised prior to this Meeting.
11. This Meeting also hereby:
(a). sanctions every abrogation, modification, compromise or arrangement in
respect of the rights of the Bondholders appertaining to the Bonds against the
Issuer and the Guarantor, whether or not such rights arise under the Trust Deed,
involved in or resulting from or to be effected by the Proposal, this
Extraordinary Resolution and their implementation; and
(b). fully discharges and exonerates the Nominee and the Trustee from all
liability for which either of them may have become or may become responsible
under the Trust Deed or the Bonds in respect of any act or omission in
connection with the Proposal, its implementation or this Extraordinary
Resolution.
For the purposes of this Extraordinary Resolution, an Eligible Bondholder is a
Bondholder who is not an Excluded Bondholder. An Excluded Bondholder is any
Bondholder who does not (or is unable to) certify that it is:
(a) located or resident outside the United States in an Approved
Jurisdiction; or
(b) located within the United States and is a qualified institutional buyer
(QIB) as defined under Rule 144A of the Securities Act.
An Approved Jurisdiction is any jurisdiction other than the United States,
Italy, Japan, Australia, South Africa, Belgium or France, provided that the
Bondholders will be deemed to be located or resident in an Approved Jurisdiction
if they have demonstrated to the satisfaction of the Company that they are:
(a) located or resident in a Member State of the European Union (other than
in respect of the UK and Ireland) and are qualified investors within the meaning
of Directive 2003/71/EC of the European Parliament and of the Council or are
otherwise entitled to be offered shares without an obligation to publish a
prospectus or equivalent document in that jurisdiction;
(b) located or resident in Australia and are persons to whom it is lawful for
securities to be issued without disclosure under one or more of the exemptions
set out in section 708 of the Corporations Act 2001;
(c)located or resident in Canada and are who are acquiring securities as
principal and who are "accredited investors" (as defined under National
Instrument 45-106);
(d) located or resident in Japan and are qualified institutional investors as
defined pursuant to Article 10, Paragraph 1 of the Financial Instruments and
Exchange Law Definitions Rules;
(e) located or resident in South Africa and are entities described in Section
144(a) of the Companies Act, No. 61 of 1973; or
(f) located or resident in any other jurisdiction in which they would be
entitled to receive securities in connection with the implementation of the
Proposal and the Restructuring in compliance with the laws or regulations of
such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
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