TIDMTNI
RNS Number : 6809D
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
Results of Placing
Trinity Mirror plc ("Trinity Mirror" or the "Company") is
pleased to announce the successful completion of the placing of
ordinary shares announced earlier today (the "Placing").
A total of 22,398,041 new ordinary shares of ten pence each in
Trinity Mirror (the "Placing Shares") have been placed by Numis
Securities Limited ("Numis") and Barclays Bank PLC, acting through
its investment bank ("Barclays" and, together with Numis, the
"Bookrunners") at a price of 158 pence per Placing Share, with
existing and new institutional investors, raising total gross
proceeds of approximately GBP35.4 million for the Company. The
Placing Shares being issued represent approximately 8.7 per cent of
the issued ordinary share capital of Trinity Mirror prior to the
Placing. Applications have been made to the Financial Conduct
Authority ("FCA") for admission of the Placing Shares to the
premium listing segment of the Official List of the UK Listing
Authority (the "Official List") and to the London Stock Exchange
plc (the "London Stock Exchange") for admission of the Placing
Shares to trading on its main market for listed securities
(together, "Admission"). It is expected that Admission will become
effective on or around 8.00 a.m. on 30 October 2015 and that
dealings in the Placing Shares will commence at that time, at which
time the Placing will become unconditional.
Aberforth Partners on behalf of its clients has participated as
a placee in the Placing in respect of 4,400,000 new ordinary shares
for a total consideration of GBP7.0 million. Aberforth Partners is
a related party of the Company for the purposes of the Listing
Rules by virtue of their clients holding in excess of 10 per cent.
of the Company's issued share capital. The entry into the Placing
of Aberforth Partners on behalf of its clients constitutes a
smaller related party transaction for the purposes of 11.1.10R of
the Listing Rules.
Following the Placing, the Company's issued share capital
consists of 280,088,561 Ordinary Shares with a nominal value of 10
pence carrying one vote each. Therefore, the total voting rights in
the Company are 280,088,561. The Company does not hold any Ordinary
Shares in treasury.
Director participation
The participation of Directors of Trinity Mirror who have taken
up Placing Shares at the Placing Price is as follows:
Director Interest Aggregate Number of Interest Resulting holding
in Ordinary value of Ordinary in Ordinary of Ordinary
Shares Ordinary Shares acquired Shares following Shares as %
Shares acquired the Placing of enlarged
(GBP) issued share
capital
--------------- ------------- ----------------- ----------------- ------------------ ------------------
David
Grigson 200,000 31,600 20,000 220,000 0.1%
--------------- ------------- ----------------- ----------------- ------------------ ------------------
Simon
Fox 62,659 39,500 25,000 87,659 <0.1%
--------------- ------------- ----------------- ----------------- ------------------ ------------------
Vijay
Vaghela 502,873 39,500 25,000 527,873 0.2%
--------------- ------------- ----------------- ----------------- ------------------ ------------------
Jane Lighting 34,800 0 0 34,800 <0.1%
--------------- ------------- ----------------- ----------------- ------------------ ------------------
Lee Ginsberg 0 15,800 10,000 10,000 <0.1%
--------------- ------------- ----------------- ----------------- ------------------ ------------------
David
Kelly 0 15,800 10,000 10,000 <0.1%
--------------- ------------- ----------------- ----------------- ------------------ ------------------
Helen
Stevenson 10,000 39,500 25,000 35,000 <0.1%
--------------- ------------- ----------------- ----------------- ------------------ ------------------
Enquiries:
Trinity Mirror plc
Simon Fox, Chief Executive
Vijay Vaghela, 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
IMPORTANT NOTICES
This announcement has been issued by, and is the sole
responsibility of, the Company.
This announcement is for information only and does not
constitute an offer or invitation to underwrite, subscribe for or
otherwise acquire or dispose of any securities or investment advice
in any jurisdiction in which such an offer or solicitation is
unlawful. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. No prospectus will be made available in connection
with the matters contained in this announcement and no such
prospectus is required (in accordance with EU Directive 2003/71/EC
and amendments thereto) to be published. Persons needing advice
should consult an independent financial adviser.
The distribution of this announcement and the Placing of the
Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. No action has been taken
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This Announcement does not constitute an offer of securities for
sale, or the solicitation or invitation of any offer to buy or
subscribe for or underwrite or otherwise acquire securities in the
United States or any other jurisdiction in which such offer or
solicitation is unlawful. The securities described herein have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or the under the securities
laws of any state or other jurisdiction of the United States, and
may not be offered, sold or otherwise transferred in or into the
United States except in reliance on an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or any US regulatory authority, nor have such
authorities reviewed or passed upon the adequacy or accuracy of
this Announcement. Any representation to the contrary is a criminal
offence in the United States. No public offering of securities by
the Company is being, or will be, made within the United
States.
This announcement contains (or may contain) statements that are,
or may be deemed to be, "forward-looking statements".
Forward-looking statements are based on current expectations and
projections about future events and other matters that are not
historical fact. These forward-looking statements are sometimes
identified by the use of a date in the future or forward-looking
terminology, including, but not limited to, the words "aim",
"anticipate", "believe", "intend", "plan", "estimate", "expect",
"may", "target", "project", "will", "could" or "should" or, in each
case, their negative or other variations or words of similar
meaning. These forward-looking statements include matters that are
not historical facts and include statements that reflect the
Directors' intentions, beliefs and current expectations. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future or are beyond Trinity Mirror's
control. They are not guarantees of future performance and are
based on one or more assumptions.
Forward-looking statements contained in this announcement apply
only as at the date of this announcement. Subject to any
obligations under the Listing Rules and the Disclosure Rules and
Transparency Rules or any other applicable law or regulation,
Trinity Mirror undertakes no obligation publicly to update or
review any forward-looking statement, whether as a result of new
information, future developments or otherwise.
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