Johnston Press : Proposed acquisition

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.

Johnston Press plc

Proposed acquisition of the business and certain assets of i

Further to the announcement on 11 February 2016, Johnston Press plc ('Johnston Press' or the 'Company') is pleased to announce that it has conditionally agreed to acquire the business and certain assets of i from Independent Print Limited through a wholly owned subsidiary (the 'Acquisition'), for a total consideration of £24 million, to be satisfied as to £22 million in cash on Completion and as to £2 million in cash on 20 April 2017.

i is a UK national daily newspaper providing concise quality editorial content, priced at 40 pence per issue Monday to Friday and 50 pence per issue on Saturday. It has a 20% market share of the newspaper 'quality market', or 8% of the combined newspaper 'quality' and 'mid-market' (source: analysis of Audit Bureau of Circulation data as at December 2015). i was named National Newspaper of the Year in 2015 at the industry's News Awards.

The Acquisition would create the UK's fourthbiggest news publishing group, centred around a handful of leadingbrands (by circulation), selling the equivalent of over 600,000copies a day predominantly outside London.

77% of i readers are from the ABC1 demographic category. The average reader is aged 53 and 63% of its readership is male (source: National Readership Survey). i enjoys a broad reach across Great Britain, with 85% of its circulation outside of London, though currently it has no presence in Northern Ireland. After London, the largest concentration of circulation is Meridian (15%), the Granada region (13%), Central (12%), Anglia (9%), Yorkshire (8%), West (8%), South West (5%), Scotland (5%) and Tyne Tees (3%).

Transaction Highlights

· Acquisition of i, comprising the goodwill relating to the i business; the benefit of certain trading contracts; and stocks of newsprint and the Business Intellectual Property Rights;

· The Acquisition is expected to be immediately earnings enhancing;

· Consideration of £24 million represents 4.6x i's unaudited 'carve-out' operating profit of £5.2 million in the year ended 27 September 2015;

· The £24 million consideration will be satisfied from the Group's existing cash resources. Following the Acquisition, the Enlarged Group is expected to have pro forma leverage of around 3.2 times EBITDA;

· The Directors believe that the i will provide strong cash generation, which in turn will provide financial flexibility for continued investment in digital and regional areas of the UK within Johnston Press' core strategic focus; and

· Expected cost savings and revenue synergies are to provide additional benefits.

Acquisition benefits

· The Directors believe that the combination is a strong strategic fit. i will help build the Group's national print and digital display advertising revenues through access to a number of strategically important local markets and the large and attractive ABC1 demographic category which comprises 77% of i's readership, as well as a number of blue chip advertisers, the majority of whom do not currently advertise with Johnston Press' titles;

· Increased scale and contribution of circulation revenues. i's circulation revenue grew at 24% year on year in 2015 and accounted for 64% of its total revenues in the financial year to 27 September 2015 (the equivalent figure for Johnston Press in the financial year to 3 January 2015 being 29%). This higher proportion will help Johnston Press to stabilise its combined circulation revenues;

· Accelerating growth of digital audiences and digital revenues. i does not currently have a standalone website. The Directors believe this offers an opportunity to launch and develop digital products associated with i's brand using Johnston Press' network, and will help grow the 1XL digital advertising network; and

· Developing primary news brands. The Directors believe that the acquisition of i would build strength into the existing portfolio of Johnston Press' brands, such as The Scotsman, The Yorkshire Post and (the Belfast based) Newsletter, enabling the Group to offer a package of 'premium brands' to the market.

Ashley Highfield, Chief Executive of Johnston Press said,

'This is a transformational acquisition for Johnston Press and an important step towards delivering our long-term strategy. i is a highly regarded newspaper with a clear market position and a loyal readership. By joining with Johnston Press the combined circulation will be equal to 9% of national daily circulation, making us the fourth largest player in the market. This enhanced reach represents a significant growth opportunity for Johnston Press in terms of national print and digital advertising revenue. It also rebalances our revenues towards less volatile circulation revenues.

'With our considerable digital experience the combination of Johnston Press and i will also allow us to grow digital audiences and revenues through the creation of inews.co.uk.

'We are delighted with the positive reaction of Shareholders to the deal and are excited by the opportunities this acquisition brings. We look forward to working with the team at i as we deliver the next phase of Johnston Press strategy.'

Steve Auckland, CEO of ESI Media, added,

'We are incredibly proud of the success of i since its launch in 2010. In just five years, i has changed the face of national newspapers,demonstrating that you can innovate in print.

I would like to thank everyone who has contributed to the success of i for their dedication, ingenuity and creativity. A magnificent team effort!'

A conference call for analysts and investors will take place at 2:00 p.m. on Friday 12 February 2016. Dial-in details as follows:

Notes

1. The financial information relating to i in this announcement has been prepared on a 'carve out' basis from the Vendor's financial statements by separating out the historical results attributable to i from those of the Vendor's other business, the Independent, and are unaudited.

2. In view of its size in relation to Johnston Press, the Acquisition constitutes a class 1 transaction under the Listing Rules and the Acquisition is therefore both subject to and conditional upon the approval of Shareholders of Johnston Press.

3. Further details of the Acquisition, together with a notice convening a general meeting to approve the Acquisition, is to be contained in a circular that will be sent to Shareholders in due course. The circular will include a recommendation from the Board of Johnston Press that Shareholders vote in favour of the Acquisition.

For further information please contact:

IMPORTANT NOTICE

This announcement is not directed at, or intended for distribution to or use by: (i) any person or entity outside the United Kingdom; or (ii) any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing.

This announcement contains or incorporates by reference 'forward-looking statements'. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'anticipates', 'projects', 'expects', 'intends', 'aims', 'plans', 'predicts', 'may', 'will', 'seeks', 'could', 'would', 'shall' or 'should' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of the Board concerning, among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industries in which the Company operates.

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 the Company's control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions. The Company's actual results of operations and financial condition and the development of the industries in which the Company operates may differ materially from those suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's actual results of operations, financial condition and the development of the industries in which Company operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company and the Board expressly disclaim any obligations or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law, the Prospectus Rules, the Listing Rules, the London Stock Exchange Rules or the Disclosure Rules and Transparency Rules.

Johnston Press plc

Proposed acquisition of the business and certain assets of i

Information on i

i was launched in October 2010 initially as a Monday to Friday publication priced at 20 pence, targeting existing 'quality' newspaper readers and lapsed readers with an entertaining and concise daily briefing. In May 2011, a Saturday issue was launched priced at 30 pence. Subsequent price increases took place in late February 2014 and late February 2015 to take the price point to the current 40 pence on weekdays and 50 pence on Saturdays. i's current weekday price of 40 pence per copy is below the average price per copy for a 'quality' daily newspaper of £1.59and a 'mid-market'newspaper at 63pence (source: analysis of Audit Bureau of Circulation data as at December 2015). There is currently no Sunday edition of the Title.

i had an average audited circulation for the period December 2015 of 268,000 (source: ABC). i's bulks sales comprise approximately 25% of the total audited circulation. Recent cover price increases in late February 2014 and late February 2015, which took the prices of the weekday and Saturday editions to their current levels,have only had a small impact on circulation.

Advertising revenue has historically been sold through ESI Media's sales team and is principally comprised of display advertising from brands in the following categories: (i) technology and telecommunications (45%); (ii) retail (32%); (iii) finance (8%); (iv) motors (8%) and; (v) other (7%) (source: i's top 30 advertisers). This provides the potential for cross-selling activity. Of the i's top 30 advertising clients only seven currently overlap with the Company's top 30 advertising clients.

i is currently published by the Vendor (which is 100% owned by Lebedev Holdings Limited), which also publishes its sister title, The Independent. As described above, i does not directly employ a dedicated sales team; however, this function will be performed by a separate sales team supplied by the Vendor as part of a transitional services agreement. i has dedicated resources in editorial (17 people), marketing (2 people) and newspaper circulation (6 people), who will transfer to Johnston Press post Completion, subject to consultation under TUPE. The current editor of the Title is Oliver Duff who will continue in his role following Completion. Printing and distribution services for i are currentlyprovided under contract by Trinity Mirror. i operates out of the offices of Daily Mail and General Trust plc, based in Derry Street, London.

Summary of carve-out financial information of i

The financial information relating to i below has been prepared on a 'carve-out' basis from the Vendor's financial statements by separating out the historical results attributable to the Business from those of the Vendor's other business, the Independent, and are unaudited.

As at 27 September 2015, i had unaudited gross assets of £4.4 million.

In accordance with the Listing Rules, the circular will contain audited historical financial information on i covering the periods ended September 2013, 2014 and 2015 prepared in accordance with IFRS and consistent with Johnston Press' accounting policies. The unaudited financial information on i set out above may differ from the audited financial information on i to be included in the circular.

i derives the majority of its revenue from a combination of circulation and advertising. Circulation revenues accounted for approximately 64%. of total revenue with advertising accounting for 32%. in the financial year to 27 September 2015.

Revenue growth in the financial year to 27 September 2015 was the result of growth in circulation revenues, which increased by £3.25 million or 24%. to £16.7 million from the previous year, with revenues benefiting from the impact of the price rise which occurred in the middle of i's financial year in late February 2015.

i has seen a strong annual increase in profitability, delivering 'carve-out' operating profit of £5.2 million in the financial year to 27 September 2015, primarily driven by improvements in revenue.

i Current Trading

Since the financial year ended 27 September 2015, i's revenue mix has continued to shift towards circulation and away from advertising. Both the Monday to Friday and Saturday newspaper revenues have performed well, partially offsetting the impact of the softness in the national print advertising market. This is particularly encouraging given the price increases in late February 2014 and late February 2015 to 40 pence on weekdays and 50 pence on Saturdays, respectively.

Background to and reasons for the Acquisition

The Group has stated its plans to focus the business on growth markets, growth audiences, and advertiser segments with growth potential with a view to driving revenues and improving profitability. This is expected to be realised by refocusing Johnston Press' existing operations, by organic growth through development of new products and/or by inorganic activity that supports the strategy. In addition, as announced in its trading update on 19 January 2016, the Group has identified a number of brands that do not meet its stated strategic objectives. The Directors believe that the process to explore the sale of these assets to identified parties has so far been encouraging.

Johnston Press aims to achieve its objectives through the following:

· Stabilising its declining print circulation revenues;

· Building national print and digital display advertising revenues;

· Accelerating growth of its digital audience and digital revenues;

· Developing primary news brands;

· Investing in UK cities with growth opportunities and in audiences with higher disposable incomes;

· Increasing focus on local display, features and entertainment advertising; and

· Disposing of brands that do not meet the stated objectives.

The Directors believe that the acquisition of i presents an exciting opportunity for the Group and will help Johnston Press achieve a number of the objectives above.

Stabilising its declining print circulation revenues

Between i's launch in 2010 and 2013, print circulation volumes in the quality newspaper market were all in decline. However, in this period, i's circulation volumes grew consistently. i derived 64% of its total revenues from circulation in the financial year to 27 September 2015 (the equivalent figure for Johnston Press in the financial year to 3 January 2015 being 29%). This higher proportion will help Johnston Press to stabilise its combined circulation revenues.

Due to i's strong circulation revenue performance, the combined effect of Johnston Press and i in the first half of 2015 would have resulted in a combined overall circulation revenue decline rate of approximately 1.3% With i's circulation revenues growing 24% in the financial year to 27 September 2015 and only seven months' contribution from the cover price increase in late February 2015, the Directors believe that the acquisition of i will provide more stability to the Enlarged Group's income stream.

The Acquisition would create the UK's fourth biggest news publishing group, centred around a handful of leadingbrands, selling the equivalent of over 600,000copies a day without significant exposure to the highly competitive London market.

Through its extensive network of over 240 newspapers and corresponding local websites, Johnston Press intends to promote the national i brand, in its local markets with little marginal cost, to support circulation income.

Build national print and digital display advertising revenues

The Acquisition would provide Johnston Press with access to a number of strategically important local markets and the large and attractive ABC1 demographic category of the National Readership Survey as well as a number of blue chip advertisers, the majority of whom do not currently advertise with Johnston Press. The Directors believe that the addition of i will increase the daily circulation reach from the equivalent of approximately 380,000 copies per day to the equivalent of over 600,000 copies per day, enabling Johnston Press to compete more effectively with other newspaper groups and brands for a larger share of the national advertising market, in addition to its local print and digital advertising market share.

Key regional publishing competitors have a national newspaper presence, for example Trinity Mirror publishes The Mirror and Newsquest owner Gannett publishes USA Today. i is itself a strongly regional UK national title, which is particularly advantageous to Johnston Press' 'mass localisation' strategy, offering national media buyers a UK-wide reach with local-level engagement.

Accelerating growth of digital audiences and digital revenues

i does not currently have a standalone website. The Directors believe this offers an opportunity to launch and develop digital products associated with i's brand using Johnston Press' network.

Following Completion, it is intended that i will launch a dedicated website (www.inews.co.uk). These digital products will aim to fulfil the needs of time-poor readers, delivering concise and quality content alongside the newspaper title. i's brand will aim to create a digital experience that delivers on the proposition of 'the essential daily briefing' in a multi-platform context (print, tablet, desktop and mobile).

The digital products will offer additional traffic and a national brand to Johnston Press' 1XL network and enable i to generate revenue from digital display and affiliated incomes for the first time. The Group will employ a small digital team dedicated to i, whilst working with the digital product development teams within Johnston Press.

As at January 2016, Johnston Press' existing digital platforms delivered monthly web traffic of over 100 million page views and 25 million unique users. The 1XL network offers national brands access to a large-scale network of digital news brands, through a single sales house, including those offered by Johnston Press, Newsquest, Tindle, Archant and other publishers. The national digital network, 1XL, is already the third largest quality digital news and media audience in the UK, and enabled the Group's digital national revenues to grow by 99% in 2015. Since 2011, Johnston Press has increased average unique users per month by 156% across its websites.

Developing primary news brands

The Directors believe that the acquisition of i would build strength into the existing portfolio of Johnston Press' brands, such as The Scotsman, The Yorkshire Post and (the Belfast based) Newsletter, enabling the Group to offer a package of 'premium brands' to the market. The Directors also believe that i's existing circulation in metropolitan markets outside of London can complement Johnston Press' existing local portfolio of 13 daily and over 200 weekly newspapers. This would expand Johnston Press' footprint into more UK cities and ABC1 audiences.

Johnston Press has significant experience in producing quality daily newspapers in the markets it serves and through leveraging some 1,000 journalists directly employed by Johnston Press and its existing strategy of sharing the best content, it will be able to provide i access to new content, enhancing the range and depth of regional content available to i.

Building on Johnston Press' efficient operating model and extensive infrastructure, the Directors believe that the addition of i's national title offers a complementary audience, and delivers an attractive platform for brands to reach audiences.

Financial effects of the Acquisition

The consideration of £24 million represents 4.6x i's unaudited 'carve-out' operating profit of £5.2 million in the year ended 27 September 2015.

The Board believes that the Acquisition will generate considerable value for Shareholders, with operational improvements made at i in the last 12 months and the opportunity for further cost savings under Johnston Press' ownership. These benefits and cost savings are contingent on the Acquisition and might not be achieved independently.

The key financial implications of the Acquisition are expected to be as follows:

· the Acquisition is expected to be immediately earnings enhancing;

· following the Acquisition, the Enlarged Group is expected to have pro forma leverage of around 3.2 times EBITDA;

· the Directors believe that the i will provide strong cash generation, which in turn will provide financial flexibility for continued investment in digital and regional areas of the UK within Johnston Press' core strategic focus; and

· expected cost savings and revenue synergies will provide additional benefits, as set out below.

Cost savings

Johnston Press has a track record in delivering cost savings. The Directors expect that under Johnston Press' ownership i should be able to achieve incremental cost savings making use of Johnston Press' established infrastructure.

Revenue synergies

The Directors believe that Johnston Press is well-placed to capitalise on its large number of readers and unique users in order to support i in building a new digital product offering, provide cross-promotion to both its print and digital offering in the markets Johnston Press currently serves and provides access to the 1XL national digital display advertising network. In addition, the Directors believe that Johnston Press can support i in accessing new audiences and customers.

Integration plan

On Completion of the Acquisition, Johnston Press plans to manage i as a stand-alone brand within its current portfolio.

The 25 i staff, working mostly in editorial, will transfer by law to Johnston Press, subject to consultation under TUPE, and will initially remain in a dedicated central London office. It is intended that the i team would be working on Johnston Press' core enterprise systems remotely as is consistent with the current arrangements within the Group. The editor of i, Oliver Duff, will also remain with the Title. The head office functions, such as information technology, human resources, finance, logistics and marketing, will be provided by Johnston Press to maximise the potential cost synergies.

i will also retain editorial control over the content of its Title independent of Johnston Press. Johnston Press has also entered into a three year rolling content supply agreement with the Vendor, forming the basis of much of the content for the Title. In addition, i will be able to access content created by the Johnston Press titles.

Primary content sources for i would include the independent.co.uk staff; feeds from London Evening Standard; newly created i-only reporting staff and other content from third parties. The Company will seek to ensure that the Group only takes content that it judges to be of high quality and is consistent with the positioning of i.

During an initial three month period after Completion, as agreed in a transitional services agreement entered into between the Company and the Vendor, i's sales function will be performed by a separate team supplied by the Vendor. During this period, Johnston Press will create a dedicated i sales team within its current structure, which will be located in central London, and which will assume this role upon the expiration of the three month transition period. On Completion, Johnston Press intends to offer a print and digital package in conjunction with 1XL, the Group's national digital display advertising network, to build a new digital product offering for i.

The printing and distribution services for i are currentlyprovided by Trinity Mirror, through a contract with the Vendor. The printing and distribution contract between the Vendor and Trinity Mirror does not allow assignment or novation of the contract without consent. The Group intends to engage with Trinity Mirror in the period prior to Completion with a view to seeking novation of the printing and distribution contract with Trinity Mirror on Completion. If the contract is not novated or assigned, Johnston Press intends to either use a third party for printing and distribution or, alternatively, toutilise its own printing facilities and existing distribution relationships for the Title.

Asset disposals

The Company announced on 19 January 2016 that, as part of the Group's portfolio review, a number of brands have been identified that are not part of its long-term future, as they fall outside its selected markets, or do not match the audience focus, or do not offer the levels of digital growth sought by the Group.

A process was initiated to explore the sale of these assets to identified parties, and the Directors are encouraged by the responses received.

Details of the Acquisition Agreement

Under the terms of the Asset Purchase Agreement, Johnston Press Two Limited, a wholly owned subsidiary of Johnston Press created for the purpose of the Acquisition (the 'Purchaser'), will acquire the business of the i, comprising the goodwill relating to the Business, the benefit (subject to the burden) of certain trading contracts, stocks of newsprint, the Business Intellectual Property, and all of the other assets, property or rights of i relating exclusively or principally to the Business other than certain excluded assets.

The consideration for the Acquisition comprises £22 million in cash, payable on Completion, with a further £2 million being payable in cash on 20 April 2017. The total cash consideration of £24 million will be funded out of the Group's existing resources.

Completion is conditional upon the approval of the Acquisition by Shareholders through the passing of the Resolution, and the Vendor not making any material change to the number of copies of the i subject to bulk distribution arrangements.

Restrictive covenants preventing the Vendor from launching a competing title or making certain changes to existing titles of the Vendor and customary warranties have been provided by the Vendor in the Asset Purchase Agreement. The Asset Purchase Agreement also contains indemnities to be given by the Vendor in relation to liabilities incurred prior to Completion which Johnston Press has not expressly agreed to assume.

In addition, and to facilitate the operation of the business of the i, the Purchaser and the Vendor have entered into a transitional services agreement for the provision of certain services.

Timetable

A circular containing the notice convening a general meeting of the Company to approve the Acquisition will be sent to Shareholders shortly, and, subject to such approval, completion of the Acquisition is expected in April 2016.

Definitions

The following definitions apply throughout this announcement:

Johnston Press plc issued this content on 12 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 12 February 2016 12:10:14 UTC

Original Document: http://www.johnstonpress.co.uk/regulatory_news_article/11030