TIDMINM
RNS Number : 4120A
Independent News & Media PLC
07 October 2009
Independent News & Media PLC
Restructuring Agreement Signed
Dublin/London -7th October, 2009: Independent News & Media PLC ("INM" or "the
Company") announces that it has today entered into a formal agreement with the
members of the Ad Hoc Committee of Bondholders ("Restructuring Agreement") with
respect to the implementation of the Restructuring, as announced on 28th
September, 2009.
In the circular to shareholders dated 5th October, 2009 ("Circular") in
connection with the convening of an extraordinary general meeting requisitioned
by Mr. Denis O'Brien, the Company noted that the resolution proposed by Mr.
O'Brien ("Resolution") would, if approved, have the effect of revoking the
authority of the Board to issue shares. However, it was noted that under the
share issue authority granted at the Company's annual general meeting in 2009
(and based on legal advice received by the Board to this effect) the Directors
may, notwithstanding revocation, issue shares pursuant to any offer or agreement
made by the Company before revocation.
The Company has committed, subject to a number of conditions, to the
implementation of the Restructuring, including the First Equity Issue, on the
terms and subject to the conditions of the Restructuring Agreement. Shareholders
should note that, even if the Resolution is passed, the Company will nonetheless
remain entitled, in accordance with the terms and conditions of the
Restructuring Agreement, to proceed with the Restructuring and to issue shares
pursuant to the First Equity Issue.
After many months of negotiation and taking account of the financial
circumstances of the Company, the Board believes the Restructuring to be fair
and reasonable, acknowledging the economic interests of all parties and
providing the Group with the required debt facilities. It is therefore the view
of the Board that the best prospect for the INM Group lies in concentrating all
efforts on the timely implementation of the Restructuring, thereby providing the
Group with a more appropriate capital structure and liquidity for the current
climate and allowing management to renew its focus on its business and position
itself for economic recovery across its geographic portfolio.
For these reasons and as further set out in the Circular the Board has concluded
that the utilisation of the existing share issue authority to implement the
First Equity Issue as an integral part of the Restructuring is in the best
interests of the Company and its stakeholders, including Shareholders.
While approval of the Resolution will not invalidate the Restructuring
Agreeement or the making of the First Equity Issue pursuant to the Agreement,
the Board believes that the Resolution is not in the best interests of the
Company and its Shareholders as a whole and is recommending Shareholders to vote
AGAINST the Resolution for the reasons set out in the Circular.
As the Restructuring is conditional, there can be no certainty that the
Restructuring will be completed. If the Restructuring were not to complete for
any reason, the Board believes that the effect of the Resolution, if passed,
would be to hinder the Board's ability to negotiate and implement swiftly a
transaction for the benefit of the Company, its Shareholders and other
stakeholders (including creditors).
The Board also believes that the Resolution, if passed, would undermine the
authority of the Board at this critical time to the potential detriment of the
Company and its Shareholders and other stakeholders and may impact on market
confidence that the Restructuring can be implemented on a timely basis.
Accordingly, the Board strongly believes that it would be detrimental to the
interests of the Company and its stakeholders to revoke the Board's existing
authority to issue shares, thereby imposing significant limitations on the
Board's future ability to act.
Shareholders are strongly urged to participate in the future of INM, to support
the Restructuring, and to vote AGAINST the Resolution.
The three Directors nominated to the Board by Mr. Denis O'Brien, being Messrs.
Paul Connolly and Leslie Buckley and Ms. Lucy Gaffney, have taken a position
contrary to that of the Board with respect to the Resolution, consistent with
that of the shareholder they represent. None of these three nominated Directors
are shareholders in INM.
Defined terms used in this announcement have, unless otherwise stated, the same
meaning as used in the announcement by the Company dated 28th September, 2009.
For further information, please contact:
+------------------------+----------------------+---------------------------+
| Media | Rory Godson/ Paul | Investors |
| Pat Walsh | Durman | and |
| Murray Consultants | Powerscourt (London) | Analysts |
| (Dublin) | Tel: +44 20 7250 | Mark Kenny/ |
| Tel: +353 1 498 0300 | 1446 | Jonathan |
| | | Neilan |
| | | K Capital |
| | | Source |
| | | (Dublin) |
| | | Tel: +353 1 |
| | | 6633680 |
+------------------------+----------------------+---------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
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