TIDMJPR

RNS Number : 0686F

Johnston Press PLC

24 October 2018

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                                    Johnston Press plc 
 (b) Owner or controller of interests and short positions disclosed, if different from 1(a): 
  The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), 
  settlor and beneficiaries must be named. 
                                                                                               ------------------- 
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:        Johnston Press plc 
  Use a separate form for each offeror/offeree 
                                                                                               ------------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------- 
 (e) Date position held:                                                                        24 October 2018 
  The latest practicable date prior to the disclosure 
                                                                                               ------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   NO 
  of any other party to the offer? 
  If it is a cash offer or possible cash offer, state "N/A" 
                                                                                               ------------------- 
 
   2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
 Class of relevant security:                                                           Ordinary shares of 1 pence 
                                                                                     Interests        Short positions 
                                                                                 -----------------  ------------------ 
                                                                                   Number      %        Number       % 
                                                                                 ----------  -----  -------------- 
 (1) Relevant securities owned and/or controlled:                                    Nil       --         Nil        - 
                                                                                 ----------  -----  -------------- 
 (2) Cash-settled derivatives:                                                       Nil       --         Nil        - 
                                                                                 ----------  -----  -------------- 
 (3) Stock-settled derivatives (including options) and agreements to                 Nil       --         Nil        - 
 purchase/sell: 
                                                                                 ----------  -----  -------------- 
                                                                                     Nil       --         Nil        - 
   TOTAL: 
                                                                                 ----------  -----  -------------- 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

    (b)       Rights to subscribe for new securities 
 
 Class of relevant security in relation to which subscription right exists:    None 
 Details, including nature of the rights concerned and relevant percentages:   N/A 
                                                                              ----- 
 
   3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
 Details of any interests, short positions and rights to subscribe (including directors' and 
  other employee options) of any person acting in concert with the party to the offer making 
  the disclosure: 
 
      (a) Interests held by directors of Johnston Press plc and their related persons                                        Percentage of total 
                         Number of ordinary    issued share capital 
       Director           shares held          (to 3 d.p.) 
       Camilla Rhodes    22,746               0.021 
                        -------------------  ---------------------- 
       David King        20,000               0.019 
                        -------------------  ---------------------- 
       Kjell Aamot       59,724               0.056 
                        -------------------  ---------------------- 
       Jamie Buchan      2,000                0.002 
                        -------------------  ---------------------- 
 
 
      (b) Directors' rights to subscribe for Johnston Press plc shares under Johnston Press plc 
      share plans 
 
      Deferred Bonus Plan Scheme 
       Director     Number of ordinary   Date of grant   Date exercisable   Date of vesting 
                     shares under 
                     award 
       David King   93,891               26 May 2015     1 April 2018       31 March 
                                                                             2023 
                   -------------------  --------------  -----------------  ---------------- 
       David King   8,569                15 July 2014    15 July 2017       14 July 2022 
                   -------------------  --------------  -----------------  ---------------- 
 
 
      Performance Share Plan 
       Director     Number of ordinary   Date of grant   Date exercisable   Date of vesting 
                     shares under 
                     award 
       David King   797,563              24 March        24 March           23 March 
                                          2016            2019               2026 
                   -------------------  --------------  -----------------  ---------------- 
 
 
      Value Creation Plan 
 
      None. 
 
      (c) Employee benefit trust holdings 
       Holder            Number of ordinary shares   Percentage of 
                                                      issued share 
                                                      capital (%) (to 
                                                      3 d.p.) 
       Johnston Press 
        plc Employee 
        Share Trust      259,399                     0.242 
                        --------------------------  ----------------- 
 
 
      (d) Share interests of connected advisers of Johnston Press plc 
 
      None. 
 
      (e) Share interests held by other concert parties of Johnston Press 
 
      None. 
 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any agreement or understanding, formal 
  or informal, relating to relevant securities which may be an inducement to deal or refrain 
  from dealing entered into by the party to the offer making the disclosure or any person acting 
  in concert with it: 
  Irrevocable commitments and letters of intent should not be included. If there are no such 
  agreements, arrangements or understandings, state "none" 
 
   None. 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
 Details of any agreement, arrangement or understanding, formal or informal, between the party 
  to the offer making the disclosure, or any person acting in concert with it, and any other 
  person relating to: 
  (i) the voting rights of any relevant securities under any option; or 
  (ii) the voting rights or future acquisition or disposal of any relevant securities to which 
  any derivative is referenced: 
  If there are no such agreements, arrangements or understandings, state "none" 
 
   None. 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    24 October 2018 
 Contact name:          Peter McCall 
                       ---------------- 
 Telephone number:      013 1311 7501 
                       ---------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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