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Possible Offer for National World plc

 

Material Contracts

Share Exchange Agreement (TopCo)

Share Exchange Agreement (MidCo

Share Exchange Agreement (BidCo)

Share Purchase Agreement

First Exchange Agreement

Second Exchange Agreement

Third Exchange Agreement

Deed of Waiver of Interest and Share Issue (Media Concierge to TopCo)

Deed of Waiver of Interest and Share Issue (TopCo to MidCo)

Deed of Waiver of Interest and Share Issue (MidCo to BidCo)

Consideration Loan Note Instrument (TopCo)

Parent Loan Document

 

 

 

Rule 15 Documents

VCP Optionholder Rule 15 Letter

LTIP Optionholders Rule 15 Letter

Rule 15 – Cavendish Consent Letter

 

 

 

Consent Letters – Scheme Document

Panmure Liberum

Europa Partners Limited

Cavendish Corporate Finance LLP

 

 

 

Constitutional Documents

Memorandum and articles of association of National World plc

Memorandum and articles of association of Bidco

Amended articles of association of National World plc

 

 

 

 

Accounts of National World plc

Accounts ending 31 December 2022

Accounts ending 30 December 2023

 

 

 

 

Forms of Proxy

Blue Form of Proxy

Yellow Form of Proxy

 

 

 

Document

Scheme Document

 

 

 

Financing Documents

Senior Facility Agreement

Debenture

Subordination Deed

Arrangement Fee Letter

Agency Fee Letter

Security Agent Fee Letter

CP Satisfaction Letter

 

 

 

Shareholder Irrevocable Undertakings

Shareholder Irrevocable Undertaking – Aberforth Partners

Shareholder Irrevocable Undertaking – Alasdair Locke

Shareholder Irrevocable Undertaking – Harwood Capital LLP

Shareholder Irrevocable Undertaking – NR Holdings Limited

Shareholder Irrevocable Undertaking – Martine Leonard 

Shareholder Irrevocable Undertaking – David Bamber

Shareholder Irrevocable Undertaking – Richard Leonard

Shareholder Irrevocable Undertaking – RER Property Investments Limited

Shareholder Irrevocable Undertaking – TCM Wealth Limited 

 

 

 

Director Irrevocable Undertakings

Director Irrevocable Undertaking – Mark Hollinshead

Director Irrevocable Undertaking – David Lindsay

Director Irrevocable Undertaking – John Rowe

Director Irrevocable Undertaking – David Montgomery

 

 

 

Consent Letters

Consent Letter – Panmure Liberum Limited

Consent Letter – Europa Partners Limited

Consent Letter – Cavendish Corporate Finance LLP

 

 

 

 

 

Offer-related Agreements

Confidentiality Agreement

 

 

 

Announcements

Rule 2.7 Announcement (18 December 2024)

 

 

 

Rule 2.10(c) Announcement – Irrevocable undertaking given by Harwood Capital LLP

Rule 2.10(c) Announcement – Irrevocable undertaking given by Harwood Capital LLP

 

 

Irrevocable Undertaking – Harwood Capital LLP

Irrevocable Undertaking – Harwood Capital LLP

 

 

Further update from Media Concierge regarding National World plc – 24 November 2024

Further update from Media Concierge regarding National World plc – 24 November 2024

 

 

Statement regarding National World plc – 22 November 2024

Statement regarding National World plc – 22 November 2024

 

 

Rule 2.4 Announcement – 22 November 2024

Rule 2.4 Announcement – 22 November 2024

 

 

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DISCLAIMER

THIS PART OF THE WEBSITE RELATES TO, AMONGST OTHER MATTERS, THE POSSIBLE OFFER BY MEDIA CONCIERGE (HOLDINGS) LIMITED (“MEDIA CONCIERGE”) FOR NATIONAL WORLD PLC (“NATIONAL WORLD”) PROPOSED TO BE EFFECTED EITHER BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 OR A TAKEOVER OFFER (THE “POSSIBLE OFFER”) AND IN ACCORDANCE WITH THE TERMS OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT MEDIA CONCIERGE HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE POSSIBLE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE POSSIBLE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE MEDIA CONCIERGE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

  1. ACCESS TO INFORMATION RELATING TO THE POSSIBLE offer
Please read this disclaimer carefully; it applies to all persons who view this part of the Media Concierge website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the Media Concierge website contains information relating to the Possible Offer. Please note that, as the Possible Offer progresses, the information contained on this part of the Media Concierge website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Media Concierge website. In addition, the contents of this part of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Media Concierge. For regulatory reasons, Media Concierge must ensure that persons seeking to access this part of the Media Concierge website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Possible Offer on this part of the Media Concierge website, you must read the following and then press “I AGREE” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I DECLINE” and you will not be able to view any such information.

  1. OVERSEAS PERSONS
Viewing or distribution of the information contained in this part of the Media Concierge website may not be lawful in certain jurisdictions (“Restricted Jurisdictions”) and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. By clicking on the “I AGREE” box below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Media Concierge is lawfully entitled to make the content of any information available to you under applicable securities laws. If you are not permitted to view the information contained in this part of the Media Concierge website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this part of the Media Concierge webpage by clicking on the “I DECLINE” box below and seek independent advice.

  1. NOTICE TO US INVESTORS
Media Concierge and National World shareholders located in the United States should note that the Possible Offer relates to the securities of an English company with a listing on the main market of the London Stock Exchange. It is proposed that the Possible Offer may be implemented pursuant to a scheme of arrangement provided for under English law or by way of a takeover offer under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”). Accordingly, a scheme of arrangement is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The Possible Offer may be carried out by way of a takeover offer under English law. If Media Concierge exercises its right to implement the Possible Offer by way of a takeover offer, such takeover offer will be made in compliance with applicable US tender offer and securities laws and regulations, including the exemptions therefrom. Such takeover offer would be made in the United States by Media Concierge and no one else. In addition to any such takeover offer, in accordance with normal practice in the United Kingdom, Media Concierge, certain affiliated companies, and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, National World shares outside the United States, other than pursuant to the takeover offer, until the date on which such takeover offer would become effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the United Kingdom, will be reported to a Regulatory Information Service of the Financial Conduct Authority and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/. The financial information included in the documentation related to the Possible Offer has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. None of the securities referred to on this portion of the Media Concierge website have been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Possible Offer or determined if the documents on this portion of the Media Concierge website are accurate or complete. Any representation to the contrary is a criminal offence in the United States. US holders of National World shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of National World shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Possible Offer applicable to them. It may be difficult for US holders of National World shares to enforce their rights and claims arising out of the US federal securities laws since Media Concierge and National World are organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of National World shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of National World shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

  1. BASIS OF ACCESS TO INFORMATION RELATING TO THE Possible Offer
The information relating to the Possible Offer that can be accessed via this part of the Media Concierge website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the Media Concierge website represents and warrants to Media Concierge that they are doing so legally and for information purposes only. Making information relating to the Possible Offer available in electronic format on this part of the Media Concierge website is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. National World shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a National World shareholder you should take no action based on the information available on this part of the website. Any action required by National World shareholders in connection with the Possible Offer will only be set out in any documents that may be sent to, or made available to, National World shareholders and any decision made by such National World shareholders should be made solely and only on the basis of the information provided in any such documents. The information contained in this part of the Media Concierge website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Media Concierge or National World.

  1. FORWARD-LOOKING STATEMENTS
Some of the information contained in this part of the Media Concierge website may include statements that are or may be deemed to be “forward-looking statements”. All statements other than statements of historical facts included in this part of the website may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “goals”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “hopes”, “continues”, “would”, “could”, “should” or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of Media Concierge’s or National World’s or the combined group’s operations and potential synergies resulting from the Possible Offer. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of Media Concierge and National World about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. Such forward-looking statements include statements about the expected effects of the Possible Offer on Media Concierge, National World and the combined group, the expected timing and scope of the Possible Offer, synergies, other strategic options and all other statements other than historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Media Concierge or National World. Neither Media Concierge, nor any of its respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this part of the Media Concierge website (whether as a result of new information, future events or otherwise) except as required by applicable law.

  1. NOT A PROFIT FORECAST
Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per share of the combined group, Media Concierge and/or National World for current or future financial years will necessarily match or exceed the historical published earnings per share of Media Concierge or National World.

  1. RESPONSIBILITY
In relation to any document, announcement or information contained in this part of the Media Concierge website, the only responsibility accepted by the directors of Media Concierge is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. Documents included in this part of the Media Concierge website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law or any relevant rules or regulations, Media Concierge expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Possible Offer on this part of the Media Concierge website, any updates or revisions to any statements in the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. None of the directors of Media Concierge or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party. If you are in any doubt about this part of the Media Concierge website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. THE INFORMATION RELATING TO THE POSSIBLE OFFER THAT IS CONTAINED IN THIS PART OF THE MEDIA CONCIERGE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH MEDIA CONCIERGE REGARDS AS UNDULY ONEROUS.  ANY PERSON SEEKING ACCESS TO THIS PART OF MEDIA CONCIERGE’S WEBSITE REPRESENTS AND WARRANTS TO MEDIA CONCIERGE THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

  1. GOVERNING LAW
This disclaimer shall be governed by, and interpreted in accordance with, English law.

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