In a sensational development at lunchtime today (22 November), National World said that on 1 October, prior to the approach by Media Concierge, it was made aware of a “potentially systemic pattern of historical invoicing irregularities in relation to the activities of entities affiliated with Media Concierge”.
In addition, National World claimed that entities affiliated with Media Concierge were currently “inappropriately withholding revenues due to the Company totaling £4.4 million”.
Media Concierge (Holdings) is National World’s biggest shareholder with a 25.58% stake and was one of the PLC’s original backers. The company was known as Mediaforce until 2022.
Media Concierge filed an unusual regulatory news service announcement this morning, titled ‘Request for engagement from National World board’.
It said it had submitted its possible offer to National World’s board on 31 October and was ready to move promptly on a formal bid.
The company stated: “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 said it believed its possible offer represented an attractive and deliverable opportunity for National World shareholders to realise their investment at a substantial cash premium.
“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,” the firm stated.
Media Concierge is offering 21.00p per share, in cash. This values National World's entire issued, and to be issued, ordinary share capital at approximately £56.2m, and implies an enterprise value of approximately £43.2m, the firm said.
The offer price is a 40% premium on yesterday’s closing price (21 November) for National World shares of 15.00p.
Shares in National World jumped to a new 52-week high of 19.50p on the news, and were up 26.33% at 18.95p at the time of writing (52-week low: 12.70p).
In its response, National World also stated that it had 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,” the PLC asserted.
Media Concierge offers media buying and direct marketing services, and owns Dublin-based Iconic Media Group, which publishes regional newspapers and has 19 local websites in Ireland.
Media Concierge also owns The Leaflet Company, The Insert Company and print buying wing Printforce. The firm is family-owned and its major shareholder is CEO and founder Malcolm Denmark.
The group had sales of £113.3m in the year to 30 September 2023 and made a pre-tax profit of £9.1m.
In calendar year 2023 National World had sales of £88.4m and made an operating profit of £8m prior to exceptionals. It has set a sales target for this year of £100m.
The PLC agreed a new ad sales deal with Reach and Axiom earlier this year, that went live last month.
Separately, National World has just announced that it is switching all its print production in Northern Ireland to Interpress, effective from mid-December.
Some of its titles in NI are currently printed at DMGT’s Associated Print Holdings’ Carn plant.
The move follows last year’s switch from DMGT to Newsquest in England and Scotland.
National World director of content sales Tina Callcutt commented: “We are delighted to announce that we have expanded our relationship with Interpress to include the production of all of our Northern Ireland newsbrands.”
She said local teams would be working on the transition over the coming weeks.
“It is with regret that we will be exiting our long standing partnerships with APH Carn and our thanks go to the production teams at this site who have provided a high level of service to National World over a number of years,” she added.