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| Company |
Code |
Released |
Type |
Headline |
| Independent News & Media PLC |
INP |
3 Oct, 2007, 09:03 |
GENERAL |
NZ$250M CONVERTIBLE NOTE ISSUE |
| Full Text of Announcement |
NZ$250M CONVERTIBLE NOTE ISSUE
Ticker: (Reuters) INWS.I / INWS.L and (Bloomberg) INWS
ID / INWS LN
Dublin/ London - 2nd October 2007: Independent News
& Media PLC ['INM' or the 'Group'], a leading
international media and communications group, today
announced that its wholly owned subsidiary, INM New
Zealand Securities Limited ['INMNZS'], has entered
into a subscription agreement with Equity Partners
Media & Communications Limited ['EPM&C'] under
which EPM&C agreed to subscribe for, and INMZS
agreed to issue, 250 million 10 year NZ$1.00
convertible notes ['Notes']. In accordance with the
terms of the subscription agreement, the Notes have
been issued to EPM&C, partly paid as to NZ$2.5
million, with the balance of NZ$247.5 million expected
to be paid pre year-end, subject inter alia to market
conditions and such agreement not being terminated by
either party in accordance with its terms.
Fully paid Notes will mature on 30th September 2017
and will be redeemed at face value by INMNZS on that
date. Alternatively, at the option of the holder, the
Notes may be converted, once fully paid, at any time
prior to maturity into Preference Shares in INMNZS, on
the basis of 1 Preference Share for each Note held.
Preference Shares in INMNZS may be exchanged for INM
Ordinary Shares of nominal value EUR0.30 each, at the
option of the holder, at any time up to 30th September
2017. Subject to a cap and collar, the exchange price
for INM Ordinary Shares will be calculated based on
the 10 trading day volume weighted average price up to
and including 22nd October 2007, plus a premium of
27.5% (using the average rate of exchange for buying
New Zealand Dollars with Euro over the same period).
Interest will accrue on the fully paid Notes on a
quarterly basis in arrears at a rate of 8.95% per
annum. However, INM intends to swap this fixed New
Zealand rate into a lower fixed Euro rate. The Notes
are guaranteed by INM on a subordinated basis but rank
ahead of INM's equity.
The net proceeds from the issue are expected to be
used, subject, inter alia, to then prevailing market
conditions and the capital requirements of INM, to
redeem in full the EUR125 million 8% Guaranteed
Subordinated Notes due 2008 issued by Independent News
& Media Finance (Ireland) plc, a wholly owned
subsidiary of INM, and for general corporate purposes.
The use of the net proceeds in this manner will extend
part of INM's debt maturity profile to 2017.
Commenting on the issue of the Notes, Sir Anthony
O'Reilly, Chief Executive Officer of INM said:
"This issue of Notes continues INM's efficient
capital management policy by replacing the maturing
NZ$225 million Cumulative Exchangeable Preference
Shares in the New Zealand market; providing funds to
repay the 8% Guaranteed Subordinated Notes prior to
their maturity, thereby extending the Group's debt
maturity profile at a reduced cost; introducing a new
investor class to the Group; and increasing the
Group's financial flexibility, thus enhancing its
ability to capitalise upon opportunities in targeted
strategic growth areas."
The notes have not been registered under the
Securities Act or any state securities laws and may
not be offered or sold in the United States absent
registration or an applicable exemption from the
registration requirements of the Securities Act and
applicable state securities laws. The Notes have been
issued to a New Zealand investment fund.
This press release does not and will not constitute an
offer to sell or the solicitation of an offer to buy
the Notes or any other security.
Ends. 2nd October 2007
For further information, please contact:
Donal Buggy Chief Financial Officer +353 1 466 3200
Media
Pat Walsh
Murray Consultants (Dublin)
Tel: +353 1 498 0300 Rory Godson
Powerscourt Media (London)
Tel: +44 207 236 5619 Paul Keary
Financial Dynamics (New York)
Tel: +1 212 850 5600
Investors and Analysts
Mark Kenny/ Jonathan Neilan
K Capital Source (Dublin)
Tel: +353 1 631 5500
Email: INM@kcapitalsource.com
About Equity Partners Media & Communications Fund
Equity Partners Media & Communications Fund ['EPM&C']
is from the stable of Equity Partners Asset
Management. EPM&C is a newly established fund for
the purpose of investing in quality media and
communications assets.
Equity Partners Asset Management group is a privately
owned New Zealand integrated asset management firm
which gives New Zealanders the opportunity to invest
in high quality, high-yielding global assets.
Through global relationships, Equity Partners
identifies, secures and structures attractive assets
for investment access locally through unique New
Zealand-based vehicles.
As an integrated asset manager, Equity Partners is a
cornerstone investor in the funds alongside other
investors. This means Equity Partner's interests are
aligned with those of other investors.
Equity Partners senior personnel have investment
expertise and affiliations across the infrastructure,
real estate, industrial, media and financial sectors.
For more about EPM&C or Equity Partners Asset
Management go to www.epam.co.nz or contact CEO, Jason
Dale (+64 21 359 017).
CORPORATE PROFILE
Independent News & Media PLC ['INM'] is a leading
international newspaper and communications group, with
its main interests in Australia, India, Ireland, New
Zealand, South Africa and the United Kingdom. Spanning
four continents, 10 major markets and 21 individual
countries, INM has market-leading newspaper positions
in Australia (regional), India, Ireland, New Zealand
and South Africa. In the United Kingdom, it publishes
the flagship national title, The Independent, as well
as being the largest newspaper group in Northern
Ireland.
Across these regions, the Group publishes over 180
newspaper and magazine titles, delivering a combined
weekly circulation of over 31 million copies with a
weekly audience of over 100 million consumers and
includes the world's largest read newspaper, Dainik
Jagran, in India. The Group has established a strong
and growing online presence, with over 100 editorial
and classified sites.
INM is the largest radio operator - over 130 stations
and an audience of almost six million people - and
outdoor advertising operator in Australasia and also
has leading outdoor advertising positions in Hong
Kong, Malaysia, India, Indonesia and across Africa.
The Group has grown consistently over the last 15
years by building a geographically unique and diverse
portfolio of market leading brands, and today manages
gross assets of EUR4.1 billion, revenue of EUR1.8
billion and employs approximately 9,600 people
worldwide. Further information is available on the
Group's website www.inmplc.com. |
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