London-based marketing, leafleting and news publishing firm Media Concierge (Holdings) Limited announced on Friday morning that it submitted a “non-binding” takeover proposal to the board of David Montgomery’s National World, owner of The Scotsman, Yorkshire Post and numerous other regional news titles and platforms in the UK and Ireland.
Media Concierge said that under the terms of its possible offer, National World shareholders would receive 21p per share in cash and that the possible offer values National World’s ordinary share capital at £56.2 million, and implies an enterprise value of £43.2 million.
It said the possible offer represents a premium of 40% to the closing price of 15p per National World share on November 21. National World shares rose about 27% to around 19p — still below the possible 21p offer price.
Media Concierge already owns a 25.5% stake in National World, according to National World’s website, which also says Edinburgh investment firm Aberforth Partners own 19.43%, Alasdair Locke owns 9.88%, David Montgomery owns 7.41%, Rockwood Strategic Plc owns 5.07% and Axiom Media Holdings Ltd owns 5%.
Media Concierge owns businesses that include The Leaflet Company, The Insert Company, Printforce, Media Force, Iconic Media Group, DataLab, 1XL and The Magazine Business.
“The proposal is in respect to a possible offer for the entire issued, and to be issued, share capital of National World not already owned by Media Concierge, its affiliates and persons acting in concert with it, representing 72.2 per cent. of the issued share capital of the company …” said Media Concierge.
“Since the proposal was submitted to the National World Board 22 days ago on 31 October 2024, Media Concierge has made every effort to engage privately with National World and its advisers, but has had no substantive engagement to date.
“Media Concierge believes that the Possible Offer provides a highly attractive and deliverable opportunity for National World shareholders to realise their investment at a substantial premium in cash.
“Media Concierge believes that it is in the best interest of all National World shareholders that the Possible Offer be made public to provide them with the opportunity to consider the proposal, and encourages shareholders to urge the National World Board to engage constructively with Media Concierge.”
On Friday afternoon, National World issued the following stock exchange statement, making allegations about Media Concierge: “National World confirms that it has received the Possible Offer and the Company has undertaken a significant amount of work with the Company’s financial and legal advisers to evaluate the Possible Offer.
“The Board has confidence in National World’s strategy for value creation as an independent business but acknowledges the potential merits of the Possible Offer.
“On 1 October 2024, prior to the approach by Media Concierge, the Company was made aware of a potentially systemic pattern of historical invoicing irregularities in relation to the activities of entities affiliated with Media Concierge. The Company commenced an investigation of these matters on 2 October 2024.
“In addition, entities affiliated with Media Concierge are currently inappropriately withholding revenues due to the Company totaling £4.4 million.
“The Company has requested access to historical records to facilitate the Investigation and enable the Possible Offer to be fully evaluated. A forensic auditor is on standby to assist with the Investigation.
“Entities affiliated to Media Concierge are yet to provide access to the necessary documentation in accordance with National World’s contractual and legal rights to enable the Investigation.
“In consultation with the Company’s advisers and counsel, and following engagement with certain shareholders of the Company, the Board continues to pursue these matters to safeguard shareholders’ interests and to enable it to properly evaluate the merits of the Possible Offer.
“The Company confirms that it holds £10.9 million of cash balances notwithstanding revenues withheld by entities affiliated with Media Concierge.
“There can be no certainty that any offer will be made and National World shareholders should take no action at this stage. A further statement will be made as and when appropriate.”
Late on Friday, Media Concierge responded with the following stock exchange statement: “Media Concierge notes the response from National World plc regarding its Possible Offer.
“The response, along with other statements made by Mr Montgomery that Media Concierge has today become aware of, contains serious allegations of financial irregularities relating to Media Concierge. These allegations are completely baseless and are strongly denied in their entirety.
“Notwithstanding the above, Media Concierge notes that the National World Board acknowledges the potential merits of the Possible Offer.
“Media Concierge continues to believe that it is in the best interests of all National World shareholders that they are provided with the opportunity to consider the Possible Offer, and encourages shareholders to urge the National World Board to engage constructively with Media Concierge.”