Independent News & Media PLC

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to be taken, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser (being, in the case of Shareholders in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 Nos. 1 to 3 (as amended) or the Investment Intermediaries Act 1995 and, in the case of Shareholders in the United Kingdom, an adviser authorised pursuant to the Financial Services and Markets Act 2000 of the United Kingdom and, in the case of Shareholders in a territory outside Ireland and the United Kingdom, from another appropriately authorised independent financial adviser). If you have sold or otherwise transferred your entire holding of ordinary shares in Independent News & Media PLC, please forward this document, together with the Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible. Independent News & Media PLC (Incorporated and registered in Ireland, registered number 2936) NOTICE OF EXTRAORDINARY GENERAL MEETING IN RELATION TO THE APPOINTMENT OF FOUR DIRECTORS TO THE BOARD Your attention is drawn to the letter from the Chairman of the Board of the Company which is set out on pages 3 to 6 of this document, which contains the recommendation of the Board to Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. You should read this document in its entirety and consider whether or not to vote in favour of the Resolutions in light of the information contained in this document. Notice of an Extraordinary General Meeting to be held at The Alex Hotel, Fenian Street, Dublin 2, Ireland on 1 March, 2018 at a.m. is set out at the end of this document. A Form of Proxy for use at the Extraordinary General Meeting is enclosed which, if you wish to validly appoint a proxy, should be completed and signed in accordance with the instructions printed thereon, and returned by post to the Company s Registrars, Link Asset Services, Link Registrars Limited, P.O. Box 7117, Business Reply, Dublin 2, Ireland or by hand to Link Asset Services, Link Registrars Limited, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland as soon as possible but in any event so as to be received by the Company s Registrars no later than a.m. on 27 February, The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting, or any adjournment thereof, should you wish to do so. This document is dated 6 February, 2018.

2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date of issue of this Circular 6 February, 2018 Latest time and date for receipt of Forms of Proxy for use at the Extraordinary General Meeting a.m. on 27 February, 2018 Extraordinary General Meeting a.m. on 1 March, 2018 Notes (i) References to times and dates in this document are to times and dates in Dublin, Ireland. (ii) The dates set out above and mentioned throughout this document may be adjusted by the Company, in which event details of new dates will be notified via a Regulatory Information Service and to the Irish Stock Exchange. (iii) The Extraordinary General Meeting is being held at The Alex Hotel, Fenian Street, Dublin 2, Ireland. 2

3 LETTER FROM THE CHAIRMAN Independent News & Media PLC (Incorporated and registered in Ireland, registered number 2936) Directors Registered Office L Buckley (Chairman) Independent House T Buckley Talbot Street P Connolly Dublin 1 M Doorly Ireland A Marshall T Mullane L O Hagan Notice of Extraordinary General Meeting in relation to the appointment of four Directors to the Board 6 February, 2018 To the Shareholders of Independent News & Media PLC and, for information only, to the holders of Options under the Share Option Schemes Dear Shareholder, 1. Introduction I am delighted to write to you to propose the appointment of four new Directors to our Board. The four candidates together bring a record of experience and expertise in newspapers and publishing, digital and the wider corporate world which will greatly strengthen the Board at a time when INM is facing rapid change in its industry. The Board of INM has undergone considerable change in recent months. There have been a number of departures from the Board since the Company s AGM in In addition, the Company announced on 19 January, 2018 that I had informed it that I would step down as Director and Chairman of the Company at an EGM to be convened for 1 March, 2018 and that Mr. Allan Marshall would also retire from the Board at that meeting. The Board is now proposing the appointment of the four additional non-executive Directors, biographical details of whom are set out in section 2 below. These appointments are intended to restore the Board to full strength and to ensure that the Board and its key committees (Audit and Risk, Nomination and Corporate Governance and Remuneration) have the appropriate balance of skills, experience, independence and knowledge, to enable them to discharge their respective duties and responsibilities effectively. The Company remains committed to compliance with the board and committee constituent recommendations of the UK Corporate Governance Code and the Irish Annex and the Board believes that the proposed appointments will allow it to meet this objective. The Irish Listing Rules require that, at any time, no more than one third of the board of directors of a listed company can be comprised of persons who have been co-opted to the board (that is, who have been appointed by the board but whose appointment has not yet been confirmed by the shareholders). The Board is not, accordingly, permitted to appoint four additional directors to the Board by co-option and the Board has resolved to convene the Extraordinary General Meeting and seek Shareholder approval of the proposed new appointments. 3

4 Accordingly, you will find set out at the end of this letter a notice convening an Extraordinary General Meeting of the Company to be held at a.m. on 1 March, 2018 at The Alex Hotel, Fenian Street, Dublin 2, Ireland at which the appointments of four new non-executive Directors, namely John Bateson, Fionnuala Duggan, Murdoch MacLennan and Seamus Taaffe, will be proposed for consideration. 2. Background Since the Company s AGM held on 23 August, 2017, there have been a number of directorate and senior management changes at the Company. These changes include the departure of Mr. Robert Pitt as Chief Executive Officer (as announced on 12 October, 2017) and the subsequent appointment of Mr. Michael Doorly as Chief Executive Officer and Director (as announced on 18 October, 2017), the resignation of Mr. David Harrison (as announced on 22 December, 2017) and my decision and that of Mr. Allan Marshall to retire from the Board at the conclusion of the forthcoming EGM (as announced on 19 January, 2018). Following my resignation and that of Mr. Allan Marshall, the number of Directors of the Company would stand at five, namely, Mr. Michael Doorly (Chief Executive Officer), Mr. Terry Buckley (Independent Non-Executive Director), Mr. Paul Connolly (Non-Executive Director and a representative of Mr. Denis O Brien, the largest Shareholder in the Company at 29.9% of the Existing Issued Share Capital), Ms. Triona Mullane (Non-Executive Director) and Mr. Len O Hagan (Independent Non-Executive Director). As noted above, under Rule 6.9 (1) of the Irish Listing Rules, a listed company must ensure that at all times not more than one third of its board of directors is composed of persons who have been co-opted to the board. Mr. Doorly was appointed by way of co-option in October Accordingly, the Board has determined to convene the EGM to seek shareholder approval for the proposed appointment of the four Nominees. Details of the nominees The Board is now proposing the election of the following persons to the Board: Name: John Bateson John Bateson is Managing Director of International Investment and Underwriting (IIU) and represents IIU on the boards of various companies, both private and publicly quoted. Since joining IIU in 1995, Mr. Bateson has been closely involved in the creation of its current portfolio of investments. Prior to joining IIU, John spent six years with the corporate finance arm of NCB Group. He is a graduate of Trinity College Dublin and, having qualified as a chartered accountant with KPMG, is a Fellow of the Institute of Chartered Accountants in Ireland. Mr. Bateson, if appointed to the Board pursuant to Resolution 1, will be a representative of Mr. Dermot Desmond, (the second largest Shareholder in the Company at 15% of the Existing Issued Share Capital), restoring Mr. Desmond s representation on the Board following the resignation of Mr. David Harrison in December Name: Fionnuala Duggan Fionnuala Duggan is Managing Director of KNect365 Learning, part of the events and conferences division of London-quoted Informa plc. A senior digital executive and leader, Fionnuala has enjoyed success in repositioning traditional industries for the digital age, and in establishing and scaling up digital businesses of many kinds inside global organisations. Prior to Informa, Ms Duggan held senior executive roles at CourseSmart, Random House Group, EMI Music plc and Macmillan Publishers. A graduate of Trinity College Dublin and INSEAD, Fionnuala is currently a Governor and Member of the Finance and Resources Committee of London Metropolitan University and a Trustee of Yale University Press (London). The Board believes that Ms. Duggan s strong background in technology and her experience across a range of senior executive roles, particularly in digital business, will be of assistance to the INM Group as it seeks to address the challenges facing the digital print media sector. 4

5 Name: Murdoch MacLennan Murdoch MacLennan is Deputy Chairman of the Telegraph Media Group and was previously its CEO for 13 years. Before joining the Telegraph, he was Group Managing Director of Associated Newspapers and, prior to that, Managing Director of the Daily Record and Sunday Mail. He is currently Chairman of the Press Association Group and Chairman of the Scottish Professional Football League. Between 1997 and 2003 he was President of IFRA, the global association for newspapers, and is now a member of the Board of the International News Media Association (INMA). Since 2016, he has been a member of the Council of Google s Digital News Initiative (DNI). The Board believes that Mr. MacLennan s extensive background in newspapers and media will be of considerable assistance to the INM Group as it seeks to address rapid change and exciting new developments in its industry. Name: Seamus Taaffe Seamus Taaffe is an experienced non-executive director and financial and management consultant. He was a Senior Audit Partner with KPMG until his retirement in 2009, as well as being a member of the Board of KPMG Ireland and Chairman of its Consumer and Industrial Markets Group. Since 2012, Seamus has been a non-executive director of Total Produce plc and a member of its Audit Committee. He is also a director of a number of private Irish companies and a member of two charitable organisations based in Ballyfermot and Tallaght, Dublin, Ireland Candle Community Trust, where he is Chairman, and The Priory Institute. The Board believes that Mr. Taaffe will bring extensive experience and financial expertise to the Board, together with his significant strategic and leadership experience as a Board Member of KPMG Ireland and as a nonexecutive director in both public and private companies. Corporate governance In identifying and selecting candidates for nomination, the Company has used the services of an external search consultancy, Merc Partners. The Board has, in line with corporate governance recommendations, sought to identify Board candidates on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. Assuming approval of the Resolutions, the appointment of the Nominees to the Board will be effective immediately following the EGM. Thereafter it is envisaged that the Board would seek to agree the reconstitution of the key committees of the Board and the appointment of my successor as Chairman. These committees comprise the Audit and Risk Committee, the Nomination and Corporate Governance Committee and the Remuneration Committee, with service of either all or, in the case of the Nomination Committee, a majority of independent non-executive Directors being a recommendation of the UK Corporate Governance Code. Ms. Fionnuala Duggan, Mr. Murdoch MacLennan and Mr. Seamus Taaffe are considered to be independent by the Board, taking into account application of the criteria set out in the UK Corporate Governance Code. The Board does not consider Mr. Bateson to be independent given his relationship with a major Shareholder. It is expected that, subject to the appointment of the Nominees, the Board will have sufficient independent non-executive Directors, with the requisite experience, available to serve on the committees in accordance with the recommendations of the UK Corporate Governance Code as applicable to INM. Following the EGM and assuming the approval of all of the Resolutions, it is not expected that there will be any further appointments to the Board in the short term. The appointment of Mr. Doorly to the Board will, in accordance with the Articles of Association, be subject to confirmation at the next annual general meeting of the Company. 5

6 3. Resolutions The Extraordinary General Meeting is being convened to consider and, if thought fit, to pass the following Resolutions. These Resolutions are not inter-conditional: Resolution 1: To elect Mr. John Bateson as a Director Resolution 2: To elect Ms. Fionnuala Duggan as a Director Resolution 3: To elect Mr. Murdoch MacLennan as a Director Resolution 4: To elect Mr. Seamus Taaffe as a Director The notice convening the Extraordinary General Meeting to be held at The Alex Hotel, Fenian Street, Dublin 2, Ireland on 1 March, 2018 at a.m. is set out at the end of this document. The total number of Ordinary Shares in issue on the date of this document, (excluding treasury shares), is 1,386,547,375. On a vote by a show of hands every Shareholder who is present has one vote and every proxy has one vote (but no individual shall have more than one vote). On a poll every Shareholder who is present in person or by proxy has one vote for every Ordinary Share of which he is the holder. The Resolutions are ordinary resolutions and therefore require a simple majority of Shareholders voting in person or by proxy to vote in favour in order to be passed. 4. Action to be Taken At the EGM, the resolutions set out in the Notice on page 9 of this document will be proposed as ordinary resolutions, requiring approval of a majority of those voting in person or by proxy at the meeting. A Form of Proxy for use at the Extraordinary General Meeting is enclosed. Whether or not you wish to attend the Extraordinary General Meeting, you should complete and sign the Form of Proxy and return it to the Company s Registrars, Link Asset Services, Link Registrars Limited, by post to P.O. Box 7117, Business Reply, Dublin 2, Ireland or by hand to Link Asset Services, Link Registrars Limited, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland so as to arrive no later than a.m. on 27 February, The return of the Form of Proxy will not prevent you from attending and voting in person at the EGM, or any adjournment thereof, should you wish to do so. Electronic proxy appointment is available for the Extraordinary General Meeting. This facility enables a Shareholder to lodge its proxy appointment by electronic means by logging on to the website of the Registrars, and entering the Company name, Independent News & Media PLC. You will need to register for Signal Shares by clicking on registration section (if you have not registered previously) and follow the instructions thereon. Alternatively, for those who hold Ordinary Shares in CREST, a Shareholder may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Link Asset Services, Link Registrars Limited (CREST participant ID 7RA08). In each case the proxy appointment must be received by no later than a.m. on 27 February, The completion and return of either an electronic proxy appointment notification or a CREST Proxy Instruction (as the case may be) will not prevent you from attending and voting in person at the Extraordinary General Meeting, or any adjournment thereof, should you wish to do so. 5. Recommendation The Board recommends that Shareholders vote in favour of the Resolutions as set out in the Notice of EGM. The Board believes that the Resolutions as set out in the Notice of the EGM are in the best interests of the Company and its Shareholders as a whole, and the Board recommends that you vote in favour of these Resolutions, as the Directors intend to do in respect of the Shares owned and controlled by them, being in aggregate Ordinary Shares representing 0.14% of the Existing Issued Share Capital of the Company. Yours faithfully Leslie Buckley Chairman 6

7 DEFINITIONS Defined terms used in this document have the meaning set out below unless otherwise specified: Act the Companies Act 2014 of Ireland (as amended); AGM the Annual General Meeting of the Company held on 23 August, 2017; Articles of Association Board or Director(s) the articles of association of the Company; The board of directors of the Company, or, as the context may require, any member thereof, whose names are set out on page 3 of this document; Circular this document dated 6 February, 2018; CREST CREST Proxy Instruction Existing Issued Share Capital or Existing Shares the relevant system in respect of which Euroclear is the operator (as defined in the Regulations); the appropriate CREST message for a Shareholder holding Ordinary Shares in CREST to appoint a proxy or proxies utilising the relevant procedures described in the CREST Manual; 1,386,547,375 Ordinary Shares (excluding treasury shares) in issue in the Company as at the Latest Practicable Date; Extraordinary General Meeting the Extraordinary General Meeting of the Company to be held at a.m. or EGM on 1 March, 2018 at The Alex Hotel, Fenian Street, Dublin 2, Ireland; Form(s) of Proxy INM or the Company INM Group or the Group Irish Annex Irish Listing Rules Irish Stock Exchange or ISE Latest Practicable Date Nominee(s) Notice Options Ordinary Shares or Shares Regulations the form of proxy for use by Shareholders in connection with the EGM; Independent News & Media PLC; INM and its subsidiaries; means the Irish Corporate Governance Annex (to the UK Corporate Governance Code) published by the Irish Stock Exchange and addressed to companies with a primary equity listing on the main securities market of the ISE; the listing rules of the Irish Stock Exchange; The Irish Stock Exchange plc; 2 February, 2018, the latest practicable date prior to the publication of this document; the nominees for election to the Board as identified in this Circular; the notice of Extraordinary General Meeting set out at the end of this document; Options granted pursuant to the terms of the Share Option Schemes; ordinary shares of nominal value 0.01 each in the capital of the Company; the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No. 68 of 1996); 7

8 Regulatory Information Service one of the regulatory information services authorised by the Irish Stock Exchange and/or the UKLA to receive, process and disseminate regulated information from listed companies; Resolution(s) Shareholder(s) Share Option Schemes subsidiary and subsidiary undertaking UK or United Kingdom the ordinary resolutions to appoint the Nominees set out in the Notice, to be considered and voted on at the EGM; a holder or holders of Ordinary Shares; The Independent News & Media PLC Employee Share Scheme 2008 and the Independent News & Media Long Term Incentive Plan 2014 for Directors and full time executives of the Company; shall be construed in accordance with the Act; the United Kingdom of Great Britain and Northern Ireland; UK Corporate Governance Code the UK Corporate Governance Code published by the Financial Reporting Council, dated April 2016, as amended from time to time; UKLA UK Listing Rules The FCA acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 of the United Kingdom; and The listing rules of the UKLA. Notes: (i) Unless otherwise stated in this document, all references to statutes or other forms of legislation shall refer to statutes or forms of legislation of Ireland. Any reference to any provision of any legislation shall include any amendment, modification, consolidation, re-enactment or extension thereof. (ii) Words importing the singular shall include the plural and vice versa, and words importing the masculine shall include the feminine or neutral gender. 8

9 NOTICE OF EXTRAORDINARY GENERAL MEETING OF INDEPENDENT NEWS & MEDIA PLC (the Company ) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at The Alex Hotel, Fenian Street, Dublin 2, Ireland at a.m. on 1 March, 2018 for the purpose of considering and, if thought fit, passing the following resolutions, each of which will be proposed as an ordinary resolution: Ordinary Business 1. To elect Mr. John Bateson as a Director 2. To elect Ms. Fionnuala Duggan as a Director 3. To elect Mr. Murdoch MacLennan as a Director 4. To elect Mr. Seamus Taaffe as a Director BY ORDER OF THE BOARD MARY GALLAGHER SECRETARY 6 February, 2018 Registered Office Independent House Talbot Street Dublin 1 Notes: Entitlement to attend and vote 1. Only those Shareholders registered on the Company s register of members at: l 6.00 p.m. on 27 February, 2018; or l if the Extraordinary General Meeting is adjourned, at 6.00 p.m. on the day two days prior to the adjourned Extraordinary General Meeting shall be entitled to attend and vote at the Extraordinary General Meeting. Website giving information regarding the meeting 2. Information regarding the Extraordinary General Meeting, including the information required by section 133A(4) of the Companies Act 1963, is available from Attending in person 3. The Extraordinary General Meeting will be held at The Alex Hotel, Fenian Street, Dublin 2, Ireland. If you wish to attend the Extraordinary General Meeting in person, you are recommended to attend at least 15 minutes before the time appointed for holding of the Extraordinary General Meeting to allow time for registration. Please bring the attendance card attached to your Form of Proxy and present it at the shareholder registration desk before the commencement of the Extraordinary General Meeting. Appointment of proxies 4. A Shareholder entitled to attend, speak and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote on his/her behalf. A Shareholder may appoint more than one proxy to attend and vote at the Extraordinary General Meeting in respect of shares held in different securities accounts. A Shareholder acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees provided each proxy is appointed to exercise rights attached to different shares held by that 9

10 Shareholder. A proxy need not be a member of the Company. If you wish to appoint more than one proxy then please contact the Company s Registrars, Link Asset Services, Link Registrars Limited, on A Form of Proxy for use by Shareholders is enclosed with this Notice of Extraordinary General Meeting (or is otherwise being delivered to Shareholders). Completion of a Form of Proxy (or submission of proxy instructions electronically) will not prevent a Shareholder from attending the Extraordinary General Meeting and voting in person should he or she wish to do so. 6. To be valid, a Form of Proxy and any power or other authority under which it is executed (or a duly certified copy of any such power or authority) must be lodged with the Company s Registrar, Link Asset Services, Link Registrars Limited, of 2 Grand Canal Square, Dublin 2, Ireland not later than 48 hours before the Extraordinary General Meeting or adjourned Extraordinary General Meeting or (in the case of a poll taken otherwise than at or on the same day as the Extraordinary General Meeting or adjourned Extraordinary General Meeting) at least 48 hours before the taking of the poll at which it is to be used. 7. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Extraordinary General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST Members who have appointed a voting service provider(s), should refer to their CREST Sponsor or voting service provider(s), who will be able to take appropriate action on their behalf. 8. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK and Ireland (EUI) s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must be transmitted so as to be received by the Company s Registrar, Link Asset Services, Link Registrars Limited, as issuer s agent (CREST Participant ID 7RA08), by the latest time(s) for receipt of proxy appointments specified in this notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 9. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or Sponsored Member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 10. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act 1990 (Uncertificated Securities) Regulations Completing and returning the Form of Proxy does not preclude a member from attending and voting at the meeting should he/she so wish. 12. To appoint a proxy electronically log on to the website of the Registrars, Link Asset Services, Link Registrars Limited: entering the Company name, Independent News & Media PLC. You will need to register for Signal Shares by clicking on registration section (if you have not registered previously) and follow the instructions given. Shareholders will need their Shareholder Investor Code (or IVC) as printed on the face of the accompanying Form of Proxy. Full details of the procedures are given on the website. 10

11 Issued shares and total voting rights 13. The total number of issued ordinary shares on the date of this notice of Extraordinary General Meeting is 1,386,547,375 (excluding ordinary shares held in treasury). On a vote by show of hands every Shareholder who is present in person and every proxy has one vote (but no individual shall have more than one vote). On a poll every Shareholder shall have one vote for every share carrying voting rights of which he or she is the holder. The Resolutions are ordinary resolutions requiring a simple majority of votes cast by Shareholders voting in person or by proxy to be passed. Questions at the Extraordinary General Meeting 14. Under section 1107 of the Companies Act 2014, the Company must answer any question a Shareholder may ask relating to the business being dealt with at the Extraordinary General Meeting unless: l answering the question would interfere unduly with the preparation for the Extraordinary General Meeting or the confidentiality and business interests of the Company; l the answer has already been given on a website in a question and answer format; or l it appears to the Chairman of the Extraordinary General Meeting that it is undesirable in the interests of good order of the meeting that the question be answered. Other resolutions 15. The Extraordinary General Meeting is being convened to consider specific resolutions as incorporated in this Notice of Extraordinary General Meeting. As the text of the resolutions is set out in this Notice of Extraordinary General Meeting, Section 1104 of the Companies Act 2014 (which provides that a member or members meeting the prescribed qualification criteria may table a draft resolution for an item on the agenda of an extraordinary general meeting) is accordingly inapplicable. 11

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