‘Poison pill’ stops the presses on boardroom coup attempt for Johnston Press

An attempted boardroom coup at Johnston Press continues to be thwarted with a questionable “poison pill” defence that may hands charge of the newspaper writer to the lenders.

Christen Ager-Hanssen, the activist shareholder plotting to oust chairman Camilla Rhodes and also the company’s senior management, continues to be made to delay a demand an Remarkable General Meeting after advisors discovered the tripwire in bond documents.

A few days ago Mr Ager-Hanssen is at talks with lawyers in the City firm Mishcon de Reya regarding how to circumvent the mechanism, referred to as a “dead hands proxy put”, when preparing for any new attack.

Johnston Press placed the dead hands proxy put in its bondholder contracts if this last refinanced its £220m debt pile 3 years ago. Such terms can secure lower rates of interest but could also trigger a default if shareholders part of to appoint new company directors.

Just the existing board has the ability to usher in or approve company directors. Mr Ager-Hanssen’s plans might have meant Johnston Press might have needed to pay back its bondholders immediately, that the battling company can’t afford. In this scenario, lenders would gain charge of the organization and shareholders could be easily wiped out.

Dead hands proxy puts came under scrutiny within the U . s . States recently and also have been criticised as tools that permit boards to undermine shareholder sovereignty to defend against activists. A Delaware court has branded the strategies “highly suspect” among claims it represents a breach of directors’ responsibilities to shareholders, who’re unlikely to election for change that will hands a business to the lenders.

Johnston Press is thought to be the very first illustration of an activist coming facing this type of poison pill within the United kingdom. Mr Ager-Hanssen, the master of 12.6pc of Johnston Press and also the Swedish form of Metro, stated he was seeking new routes to seize control.

He’s arranged new company directors such as the veteran newspaper executive Steve Auckland to provide a radical shake-from the writer from the i and lots of local titles, so that they can rebuild equity in the organization, that is presently dwarfed by its financial obligations.

The Norwegian branded Johnston Press’s dead hands proxy put “a grotesque abuse of fiduciary duty”. 

He stated: “The poison pill cynically deprives shareholders of the fundamental to alter the board because they think fit. That power continues to be stolen from their store. This really is simply corporate thievery of power by which just the company directors can decide who replaces them. The board seeks to experience shareholder and bondholder interests from each other with the hope the balance of power usually stays at the disposal of a couple of cozy fat cats.”

Mr Ager-Hanssen is supported by other investors including Very Amber, the greatest shareholder with 18.2pc. It’s criticised Johnston Press’s own tries to restructure its financial obligations and also the company’s remuneration policies.   Since 2013 the board continues to be compensated £6.4m, as the company’s valuation has collapsed from greater than £100m to simply £15m. Johnston Press declined to comment.

Norwegian raider attacks Johnston Press board ‘fee suckers’ in coup attempt

The Norwegian raider plotting a coup at Johnston Press has branded your debt-laden newspaper publisher’s board as “fee suckers” who’re neglecting to represent the eye of shareholders.

Christen Ager-Hanssen, who owns the Swedish Metro newspaper, is anticipated on Thursday to find an Remarkable General Meeting of Johnston Press shareholders to oust chairman Camilla Rhodes.

He stated a few days ago he was “very confident” his resolution will attract enough support. The 55-year-old may be the second-greatest shareholder in Johnston Press having a 12.6pc stake. He intends to install themself in the mind from the board to trigger a significant shake-from management and strategy in the writer from the i and lots of regional titles.

Mr Ager-Hanssen has introduced in Steve Auckland, an experienced newspaper industry executive, to supervise print operational changes alongside digital growth and development of Johnston Press. Mr Auckland also promises to join the Johnston Press board like a non-executive director. Mr Ager-Hanssen’s Mayfair-based investment fund, Custos, aims to refinance their £220m bond debt with new, cheaper borrowing from Chinese investors.

Johnston Press has meanwhile been dealing with advisors for approximately annually by itself restructuring effort prior to the debts are due for repayment in 2019. A week ago it announced the development of the bondholder committee to go over the business’s future.

johnston press twelve months

Mr Ager-Hanssen stated: “Shareholders need to see changes. Employees need to see changes. We need to handle your debt.

“The board is sucking charges from the organization and never getting anything done. They’re fee suckers. When we wait anymore it’ll just hit the wall.

“What is most significant is to possess a obvious path to a sustainable business.”

A resource near to the organization claimed it will likely be hard for Mr Ager-Hanssen to pressure change given strong support for that board in the Johnston Press AGM in May.

However, Richard Bernstein, mind from the Very Amber activist fund, their greatest shareholder by having an 18pc stake, stated he could back the Norwegian.

Mr Bernstein stated: “Clearly we’re frustrated with the possible lack of progress. We’ve been engaging with the organization for any year.”

It’s understood that Mr Ager-Hanssen also offers the support of Sandy Adam, a Scottish property executive the master of around 2.5pc of Johnston Press.

Based on City sources Custos needs to help raise its stake by purchasing out other major shareholders like the Malaysian millionaire Ananda Krishna, the master of nearly 11pc.

Johnston Press declined to comment.

Johnston Press investor to produce bid to oust chairman

The second largest investor in Johnston Press, which owns the i and also the Scotsman newspapers, is intending to have to have a shareholder meeting inside a bid to oust its chairman.

Christen Ager-Hanssen, a Norwegian businessman whose investment firm Custos includes a 12.6pc stake in media group, is placed to create to Johnston Press’s board in a few days to request an remarkable general meeting.

He’s likely to seek removing Camilla Rhodes, their interim chairman, and to install themself in her own place, in addition to demanding other changes towards the board’s make-up.

Mr Ager-Hanssen is believed to possess contacted Very Amber, their largest investor, for support for his plan, even though it was unclear whether this have been effective.

Mr Ager-Hanssen continues to be accumulating a stake within the debt-laden writer and stated in August he planned to refinance the £220m bond debt casting a shadow over the way forward for the 250-year-old company, that also owns lots of local newspapers.

The 2009 week, Johnston Press stated it had been approaching its greatest bondholders to create a committee that to barter in front of the maturity from the bonds which result from be paid back in 2019.

A loss of advertising revenues across print media has hit the company hard, also it presently includes a stock exchange valuation of just £15.35m.

Mr Ager-Hanssen is regarded as building his holding to the 29.9pc threshold needed to create a takeover bid for the organization. Recently, he was associated with a takeover from the United kingdom freesheet Metro, stating that he aims to guide consolidation among British store bought newspapers.

His company Custos also owns Swedish newspaper Metro, that they bought captured but that is unrelated towards the British newspaper of the identical name.

Johnston Press declined to discuss Mr Ager-Hanssen’s demands.

Evgeny Lebedev one of the newspaper barons in fight to purchase the Metro

The who owns the night Standard makes a technique for purchase the Metro newspaper in the writer from the Daily Mail, as media barons jockey for position within an industry merger melee.

Evgeny Lebedev, the 37-year-old who owns the London freesheet edited by former chancellor George Osborne, is described as keen to include the Metro to his stable they are driving financial savings and expansion outdoors the main city.

Industry sources stated Mr Lebedev aimed to make use of the Metro’s nationwide distribution network to produce regional versions from the Evening Standard. The program would gather a nationwide audience of commuters on their method to work and journey home. It might give Mr Lebedev’s empire, that also includes the internet-only Independent and native TV funnel London Live, greater clout online.

The Moscow-born writer faces competition however, including from the Norwegian entrepreneur.

It’s understood that Christen Ager-Hanssen, that has already signalled his intention to get the debt-laden writer from the i, Johnston Press, by obtaining an 8pc stake, has additionally opened up talks with Metro owner Daily Mail & General Trust. The newspaper is worth between £30m and £40m.

Mr Ager-Hanssen has stated he aims to guide consolidation among British store bought newspapers. He intends to open new causes of earnings by mixing their large online audiences and deliver visitors to start-up technology companies also of his fund, Custos.

Mr Lebedev owns the night Standard Credit: Getty Images

The investor has already been operating an identical plan in Norway, where captured he acquired Metro. The Scandinavian newspaper has got the same name but is otherwise unrelated towards the British freesheet Mr Ager-Hanssen has become going after.

DMGT, controlled by Lord Rothermere, has place the United kingdom Metro up for purchase included in intends to simplify its business.

The newspaper is offered off to readers at train and bus stations and it is battling inside a tough print advertising market. It endured a 9pc loss of ­underlying revenues this past year to £65m in addition to a 12pc fall in operating profit as advertisers shifted budgets online.

Metro has additionally been hit through the fall in sterling because the Brexit referendum, that has elevated the price of imported newspaper. Metro is a piece inside a complicated consolidation puzzle for popular newspaper proprietors. Trinity Mirror can also be in exclusive negotiations to get the Express and Star from Richard Desmond.

The writer from the Daily Mirror started individuals discussions plus the veteran newspaper entrepreneur David Montgomery, whose startup company National World has been ignore. Sources stated ­National World had also explored an offer for Metro however that there have been doubts about being able to raise finance.

Meanwhile, Johnston Press, that is in talks with lenders to restructure £220m in bond debt, has additionally been in touch with DMGT. Its greatest creditor, the united states hedge fund GoldenTree, has formerly engineered consolidation within the Canadian newspaper market.

DMGT declined to comment.

Trinity Mirror in foretells buy Express and Star newspapers

It is a lengthy courtship, with sufficient bust-ups and dalliances with rival suitors to create excellent tabloid fodder. 2 yrs after Richard Desmond, who owns the Express and Star newspapers, openly insulted Trinity Mirror leader Simon Fox when takeover talks broke lower, the happy couple are nearing an offer.

Trinity Mirror, which publishes the Mirror and Sunday People tabloids, too of the slew of local newspapers, told investors on Friday it had been in exclusive negotiations with Mr Desmond to get the Express and Star titles outright. It didn’t say what cost was under discussion, but chances are it will be under the £125m Mr Desmond compensated 17 years back.

The planned deal, which may be susceptible to shareholder and competition approval, comes several weeks after it emerged Trinity Mirror was thinking about going for a stake inside a new holding company that aimed to get the newspapers. The architect of this plan, the veteran newspaper entrepreneur David Montgomery, now seems to possess been withdrawn from the talks.

Rather, the Express and Star result from directly end up part of Trinity Mirror, growing its share from the national newspaper sell to around 29pc.

The mixture would represent the most recent phase of Mr Fox’s effort to handle tumbling print tabloid advertising and circulation revenues by through consolidation and price cuts.

By mixing the Mirror’s back-office, production, sales and distribution functions with individuals from the Express and Star, he aims to provide millions of pounds of savings that can help maintain profitability.

Richard Desmond Credit:  EDDIE MULHOLLAND

Trinity Mirror has went after exactly the same strategy in the local newspaper business, that was bolstered by 2015’s £220m takeover of Local World, writer in excess of 200 titles. That deal, engineered together with Mr Montgomery, brought to sharp cuts in frontline newsrooms, with editorial sources spread more broadly.

With time, Mirror, Express and Star newsroom costs may be shared, although Trinity Mirror has promised it won’t hinder the editorial type of its acquisitions. As the Mirror is really a staunchly Work-supporting tabloid, under Mr Desmond the Express continues to be firmly right-wing, offering support to Ukip.

Talks between your the 2 sides allow us this season after breaking lower in 2015. Then, Mr Desmond accused Mr Fox of utilizing the possibilities of an offer to shore up Trinity Mirror’s share cost with “smoke and mirror tactics”, a mention of Trinity Mirror chief executive’s membership from the Magic Circle.

Mr Desmond, who first made his fortune as writer of pornographic magazines, completed his attack on Mr Fox by saying he wished he “Fox off”.

The planned purchase from the Express and Star will bring an finish to Mr Desmond’s stint like a mainstream media owner. He acquired the Express and Star in 2000 for £125m, and continued to possess Funnel 5, with them to advertise other ventures like the Health Lottery. He offered Funnel 5 to Viacom 3 years ago for £463m.

His Northern & Covering holding company could retain possession from the Express and Star printworks in Luton and aim to sell the website individually for redevelopment.

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Swedish newspaper owner requires a stake within the i writer Johnston Press

A Scandinavian newspaper owner has had a stake within the debt-laden writer of the i, Johnston Press.

Custos, which owns the free Swedish title Metro, revealed inside a stock market filing it’s built a 5.1pc holding, ranking it in Johnston Press’s top six shareholders.

The move will probably fuel speculation over the fate of Johnston Press, that is fighting because of its future under the specter of a default on its £220m debt pile. Its bonds are due for repayment in 2019 and credit scores agencies say it won’t be in a position to refinance because of tough conditions from our newspaper market that makes up about the majority of its earnings.

Johnston Press, with a stock exchange valuation of just £10.6m, is rather seeking an economic restructuring that may see its lenders seize control in return for a lower debt burden. The process can also be viewed as a possible catalyst for any merger with another newspaper writer.

Custos bought Metro and it is websites captured for £4.7m and states its companies possess a turnover in excess of £50m. An investment fund is controlled by Christen Ager-Hanssen, a 55-year-old Norwegian financier located in London who made and lost a lot of money within the dotcom boom and bust.

He was later involved with budget air travel consolidation plus the boy of Dame Shirley Porter,  the Tesco heiress and former Westminster council leader.

Johnston Press stated at its half-year financial report a week ago that following discussions with shareholders and lenders it had been seeking support for restructuring in the trustees of their £600m pension fund. 

Custos and Johnston Press were not readily available for comment. 

Foot journalists revolt over colleague’s sacking

The Financial Occasions faces newsroom unrest after it allegedly sacked a journalist who was simply  on delinquent leave unexpectedly or compensation.

Union representatives stated they’d launched a proper dispute using the writer within the “precipitous and unprecedented” dismissal, which came in the finish of six several weeks off.

The journalist was sacked “with no discussion of redundancy terms with no sufficient support”, based on the FT’s National Union of Journalists (NUJ) chapel.

Union representatives claimed to colleagues the writer said staff taking delinquent leave forfeit their to a notice period, payment instead of notice and redundancy terms.

The row went to arbitration service ACAS for formal talks using the NUJ claiming the Foot is within breach of their house agreement.

It comes down because the Foot seeks to lessen costs. That is similar to all newspaper publishers, it faces severe pressure on its print advertising revenues and increasingly tough market online as Google and Facebook dominate.

The dispute over delinquent leave comes right after of the strike threat within the FT’s 13pc gender pay gap. Union leaders stated the writer had “not been using this matter seriously enough”.

A spokesman for that Foot, which is a member of japan writer Nikkei, declined to go over the delinquent leave row but stated it offered a number of time-off plans including “flexi leave, enhanced parenting leave, compensated volunteering leave, delinquent leave, sabbaticals for editorial staff and generous holiday allowances”.

The spokesman added: “The accessibility to these benefits are appreciated by our staff.”

Daily Mirror writer tightens squeeze on costs as sharp tabloid decline continues

The writer of the Daily Mirror would be to tighten its squeeze on costs this season like a steep loss of print circulation and advertising sales continues.

Trinity Mirror stated that they like-for-like revenues in This summer are were lower 8pc on this past year, following a 9pc loss of the very first half. On the statutory basis, revenues were lower by almost 15pc to £320m.

The writer searched for to cheer shareholders with reassurance it remains on the right track hitting its full-year targets as well as an extra £5m on price cuts on the top from the £15m formerly announced. Trinity’s pension deficit, a longstanding supply of worry about calls on its cash, seemed to be lower 13pc to £406.8m.

Yet fears within the decline of national tabloid and native newspapers meant Trinity shares were unmoved.

Overall print revenues within the first half, including advertising and circulation, were lower 12pc on the like-for like basis, to £255m. Within that, print advertising tumbled by greater than a fifth.

Print still makes up about almost all of Trinity’s turnover, and digital publishing development of 6pc to £41m didn’t compare to since the shortfall and it was below target.

Trinity Mirror share cost

The writer is uncovered towards the two toughest areas of the newspaper market, that is challenged in general. National tabloids are seeing steeper circulation declines than quality titles simply because they compete more directly using the wide array of entertainment available on the web.

The Daily Mirror’s circulation declined 11pc, in contrast to 9pc for that overall tabloid market.

Meanwhile Trinity stated its a large number of local titles were suffering “very challenging” conditions. The classifieds business, when the cash cow for that regional press, is at sharp decline even online as specialists job, vehicle and property services dominated. Digital classified sales were lower 24pc within the first half.

Statutory pre-tax profit for that first half was £38.2m, lower greater than 15pc on this past year. Trinity stated its 2016 performance had was flattered within the comparison by an additional week and it is contract to print the Independent, that was scrapped once the title went online-only last April.

The performance was roughly consistent with expectations and leader Simon Fox stated trends will improve.

He stated: “I still anticipate the other half can have improving revenue momentum once we take advantage of initiatives implemented throughout the first half of the season.Inches

Trinity gave no update on progress of talks to get a stake in the Express and Star newspapers if they’re offered by their current owner Richard Desmond.

A consortium brought through the newspaper entrepreneur David Montgomery needs to purchase the titles, with Trinity because of benefit by discussing production and back office costs. It’s understood that talks take more than anticipated, however.