NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

26 June 2019

RECOMMENDED CASH OFFER

FOR

INDEPENDENT NEWS & MEDIA PLC

by

MEDIAHUIS NV

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Results of Scheme Meeting and EGM

The board of directors of Independent News & Media plc ("INM") is pleased to announce that, at the Scheme Meeting and the EGM held earlier today in connection with the recommended cash offer by Mediahuis NV ("Mediahuis") for the entire issued and to be issued share capital of INM to be effected by way of a scheme of arrangement between INM and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014:

-          INM Shareholders voted in favour of the Scheme Meeting Resolution at the Scheme Meeting; and

-          INM Shareholders voted in favour of the EGM Resolutions at the EGM.

Full details of the Resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the scheme document published on 21 May 2019 (the "Scheme Document").   The detailed voting results in relation to the Scheme Meeting and EGM are summarised below.

The Acquisition remains conditional on the conditions set forth in Part 5 of the Scheme Document, including the required regulatory approval from the Minister for Communications, Climate Action and Environment pursuant to Section 28B(1) of the Competition Act, being satisfied or (where permissible) waived on or before the sanction of the Scheme by the High Court.  It is anticipated that, subject to the satisfaction or waiver of these conditions, approval of the acquisition by the High Court will be sought in the third quarter of 2019.  Once the Court Hearing date has been fixed, INM will give notice of this date by issuing an announcement through a Regulatory Information Service. INM will make such announcement available on its website free of charge, subject to certain restrictions relating to Persons in Restricted Jurisdictions.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

Voting results of the Scheme Meeting

At the Scheme Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 93.57% by value of the Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Scheme Meeting was passed on a poll vote.

Under the terms of the Scheme Mediahuis was not permitted to vote the shares it holds in INM, which represent 29.91% of the issued share capital of INM, in the Scheme Meeting.

Details of the votes cast are as follows:

* The total number of Scheme Shares in issue at the Voting Record Time was 971,779,047.

Voting results of the EGM

At the EGM, Resolutions 1 to 6, as set out in the notice of the EGM in the Scheme Document, were duly passed on a poll vote. The results of the poll were as follows:

Resolution 1: to approve the amendment of the Memorandum of Association

* The total number of INM Shares in issue at the Voting Record Time was 1,386,547,375.

Resolution 2: to approve the Scheme of Arrangement

* The total number of INM Shares in issue at the Voting Record Time was 1,386,547,375.

Resolution 3: to approve the cancellation of the Cancellation Shares in the Company

* The total number of INM Shares in issue at the Voting Record Time was 1,386,547,375.

Resolution 4: to approve the application of reserves in the Company

* The total number of INM Shares in issue at the Voting Record Time was 1,386,547,375.

Resolution 5: to approve the amendment of the Articles of Association

* The total number of INM Shares in issue at the Voting Record Time was 1,386,547,375.

Resolution 6: to approve any motion by the Chairperson to adjourn the EGM.

* The total number of INM Shares in issue at the Voting Record Time was 1,386,547,375.

For further information please contact:

Statements required by the Takeover Rules

The INM Directors accept responsibility for the information contained in this announcement.  To the best of the knowledge and belief of the INM Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

J.P. Morgan Securities plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as financial adviser exclusively for Mediahuis and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Mediahuis for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Acquisition or any other matters referred to herein. 

Lazard & Co., Limited, which is authorised and regulated by the FCA, is acting as financial adviser to INM and no one else in connection with the Acquisition and will not be responsible to anyone other than INM for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the Acquisition or the other matters referred to herein. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for INM and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than INM for providing the protections afforded to clients of Davy, or for providing advice in connection with the matters referred to in this announcement.

Matheson are acting as legal advisers to INM and Arthur Cox are acting as legal advisers to Mediahuis.

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  The Scheme Document contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

This announcement has been prepared for the purpose of complying with the laws of Ireland and the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Overseas Shareholders

The distribution, release or publication of this announcement in or into certain jurisdictions other than Ireland or the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the applicable requirements may constitute a violation of the securities laws of such jurisdiction.  This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with Irish Law and the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the Laws and regulations of any jurisdiction outside of Ireland.

Rule 8 Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1% or more of any class of "relevant securities" of INM, all "dealings" in any "relevant securities" of INM (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30 p.m. on the "business day" in Dublin following the date of the relevant transaction.  This requirement will continue until the date on which the Offer Period ends.  If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of INM, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of INM by Mediahuis, or by any party Acting in Concert with any of them, must also be disclosed by no later than 12.00 p.m. on the "business day" in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks above are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website www.irishtakeoverpanel.ie.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Cautionary Statement Regarding Forward-Looking Statements

This announcement contains forward-looking statements with respect to INM and Mediahuis.  All statements other than historical facts are forward-looking statements, including statements regarding anticipated future results, or other non-historical facts.  Forward-looking statements may be identified by the words "will," "may," "could," "would," "to be," "might," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "future," "positioned," "potential," "intend," "continue," "remain," "scheduled," "outlook," "set to," "subject to," "upcoming," "target" or similar expressions.  These statements are based on current views, expectations, estimates and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements.  If one or more of these risks or uncertainties materialise, or if underlying views, expectations, estimates or assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement.

Factors that could cause or contribute to such differences include, but are not limited to: uncertainties as to the timing of the Acquisition; uncertainties as to whether Mediahuis will be able to consummate the Acquisition; uncertainties as to whether INM Shareholders will provide the requisite approvals for the Acquisition on a timely basis, or at all; the possibility that competing offers will be made; the possibility that certain conditions to the consummation of the Acquisition will not be satisfied, including obtaining the requisite approvals of the Scheme; the ability to meet expectations regarding the accounting and tax treatments of the Acquisition; changes in relevant tax and other Laws or regulations; the diversion of INM and Mediahuis management time and attention to issues relating to the Acquisition; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the Acquisition; difficulty retaining certain key employees of INM following the Acquisition; the scope, timing and outcome of any ongoing legal proceedings involving INM and the impact of any such proceedings on its financial condition, results of operations or cash flows; the possibility that costs, fees, expenses or charges INM or Mediahuis incur in connection with the Acquisition are greater than expected; the possibility that the Scheme may be terminated in circumstances that require INM to reimburse certain expenses of Mediahuis; the ability of INM to protect intellectual property and preserve intellectual property rights; and changes in the economic and financial conditions of the businesses of INM. 

In addition, actual future results and other future circumstances of INM are subject to other risks and uncertainties that relate more broadly to INM's business, including its future results of operations and financial position and those risks and uncertainties discussed in the INM Annual Report. 

There may be additional risks that INM and Mediahuis do not presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date on which they are made. INM and Mediahuis expressly disclaim any obligation to update or revise any forward-looking statement, except as required by Law.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.