THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
15 December 2021
RECOMMENDED FINAL CASH OFFER
FOR
DAILY MAIL AND GENERAL TRUST PLC
BY
ROTHERMERE CONTINUATION LIMITED
Acceptance level update
1 Level of acceptances and interests in relevant securities
On 2 December 2021, Rothermere Continuation Limited ("RCL") and the Non-conflicted DMGT Directors announced the terms of a recommended increased and final cash offer for all of the issued and to be issued DMGT A Shares not already owned by RCL (the "Final Offer").
In accordance with Rule 17 of the Code, RCL is today providing an update on the level of acceptances received under the Final Offer.
As at 3.00 p.m. on 14 December 2021, RCL had received valid acceptances of the Final Offer in respect of a total of 8,958,210 DMGT A Shares which RCL may count towards the satisfaction of the Acceptance Condition, representing approximately:
· 5.87 per cent. of the issued DMGT A Shares not already owned by RCL (the "Offer Shares");
· 4.25 per cent. of the issued DMGT A Shares; and
· 3.88 per cent. of all DMGT Shares.
So far as RCL is aware, none of these acceptances has been received from persons acting in concert with RCL.
As at 3.00 p.m. on 14 December 2021 (being the latest practicable time prior to the date of this announcement), RCL was interested in 58,207,016 DMGT A Shares (representing 27.6 per cent. of the issued DMGT A Shares) and 19,890,364 DMGT Ordinary Shares, being all of the issued DMGT Ordinary Shares and together with DMGT A Shares representing 33.9 per cent. of all DMGT Shares.[1]
Therefore, taken together with DMGT Shares that it already holds, RCL has acquired or agreed to acquire pursuant to the Final Offer or otherwise 37.7 per cent. of all DMGT Shares.
DMGT A Shareholders are reminded that, as a summary and subject to the fuller description in the Final Offer Document, the Acceptance Condition shall be satisfied if valid acceptances of the Final Offer have been received (and not validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Final Offer) by no later than 1.00pm (
Acceptances of the Original Offer shall be deemed to be acceptances of the Final Offer. Therefore, DMGT A Shareholders who have already validly accepted (and not validly withdrawn) their acceptance of the Original Offer are not required to take any further action in respect of the Final Offer.
As separately announced by DMGT yesterday, the Non-conflicted DMGT Directors have declared the Special Dividend, settlement of which is conditional upon the Final Offer becoming or being declared unconditional. The Special Dividend Condition has therefore been satisfied.
As at 3.00 p.m. on 14 December 2021 (being the latest practicable time prior to the date of this announcement), RCL has outstanding:
· an irrevocable undertaking given by Kevin Beatty, a DMGT Director, in respect of 2,273 DMGT A Shares beneficially held by him; [2]
· a letter of intent from The Rothermere Foundation, a concert party of RCL, to accept the Final Offer in respect of 4,687,424 DMGT A Shares;
· letters of intent from the following, who presently have an interest in DMGT A Shares pursuant to derivatives, to materialise their interests in DMGT A Shares so that they become the legal and/or beneficial owners of the same number of DMGT A Shares and accept the Final Offer:
· Berry Street Capital Management LLP in respect of its interest, and that of certain entities in respect of which it acts as discretionary portfolio manager, in 3,364,273 DMGT A Shares;
· Maven Investment Partners Ltd in respect of its interest in 3,304,431 DMGT A Shares;
· Syquant Capital in respect of its interest in 2,439,301 DMGT A Shares; and
· TIG Advisors, LLC, in respect of its, and certain of its controlled entities', interests in 3,247,089 DMGT A Shares.
RCL has therefore received irrevocable undertakings and letters of intent in respect of, in aggregate, 17,044,791 DMGT A Shares, representing approximately 8.1 per cent. of the issued DMGT A Shares and 7.4 per cent. of all issued DMGT Shares.
RCL already owns and has received acceptances, irrevocable undertakings and letters of intent to accept the Final Offer in respect of, in aggregate, 84,210,017 DMGT A Shares, representing approximately 39.9 per cent. of the issued DMGT A Shares. This number, when taken together with the 19,890,364 DMGT Ordinary Shares that RCL already owns, represents 45.1 per cent. of all issued DMGT Shares.
As set out in paragraph 4 of Part II of the Final Offer Document, RCL had received irrevocable undertakings given by Kevin Beatty, Timothy Collier and Kevin Parry, each a DMGT Director, in respect of a maximum of 607,127, 452,259 and 12,565 DMGT A Shares respectively beneficially held by them (to the extent that each of Kevin Beatty, Timothy Collier and Kevin Parry did not sell their DMGT A Shares in the market). On 10 December 2021, Kevin Beatty and Timothy Collier sold 604,854 and 452,259 DMGT A Shares in the market and consequently now hold 2,273 and zero DMGT A Shares respectively. On 14 December 2021, Kevin Parry sold 12,565 DMGT A Shares in the market and consequently now holds zero DMGT A Shares.
As at 3.00 p.m. on 14 December 2021, and save as disclosed above and in the Final Offer Document, neither RCL nor, so far as RCL is aware, any person acting in concert with RCL:
· has any interest in, or right to subscribe in respect of, or any short position (whether conditional or absolute and whether in the money or otherwise) in relation to relevant securities of DMGT, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of DMGT; or
· has any outstanding irrevocable commitment or letter of intent with respect to relevant securities of DMGT or borrowed or lent any relevant securities of DMGT (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.
in each case as at 3.00 p.m. on 14 December 2021 (being the latest practicable time prior to the date of this announcement).
2 Action to be taken
DMGT A Shareholders who have not yet accepted the Final Offer are urged to do so as soon as possible but in any event so as by no later than 1.00 p.m. (
· if you hold your DMGT A Shares, or any of them, in certificated form (that is, not in CREST), you should complete and return a Form of Acceptance in relation to such certificated DMGT A Shares as soon as possible; and
· if you hold your DMGT A Shares, or any of them, in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf, and that settlement of that Electronic Acceptance occurs, in relation to such uncertificated DMGT A Shares, as soon as possible.
In the event that the Final Offer does not become or is not declared unconditional, there will be no Special Dividend.
Full details on how to accept the Final Offer are set out in the Final Offer Document and (if applicable) the Form of Acceptance. The Final Offer Document is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on DMGT's website at https://www.dmgt.com/investors.
Any DMGT A Shareholder requiring assistance, including if further copies of the Final Offer Document and/or the Form of Acceptance are required, should contact the receiving agent, Equiniti on 0371-384-2911 (from within the
3 General
This announcement should be read in conjunction with the full text of the Final Offer Document. Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Final Offer Document.
The calculations in this announcement are based upon the issued share capital of DMGT as at 3.00 p.m. on 14 December 2021 being: (i) 210,798,306 DMGT A Shares; and (ii) 19,890,364 DMGT Ordinary Shares.
Enquiries
Lazard & Co., Limited (Lead Financial Adviser to RCL |
+44 (0) 20 7187 2000 |
Nicholas Shott, William Lawes Fariza Steel, Caitlin Martin |
|
Goldman Sachs International (Joint Financial Adviser |
+44 (0) 20 7774 1000 |
Charlie Lytle, Alex Garner, Owain Evans |
|
Sanctuary Counsel (PR/Media Adviser to RCL) |
|
Robert Morgan |
+44 (0) 755 741 3275
|
DMGT |
|
Tim Collier, DMGT Group CFO Adam Webster, Head of Investor Relations |
+44 (0) 20 3615 2902 |
J.P. Morgan Cazenove (Lead Financial Adviser to DMGT |
+44 (0) 20 7742 4000 |
Bill Hutchings |
|
Credit Suisse (Joint Financial Adviser to DMGT in connection |
+44 (0) 20 7888 1000 |
Antonia Rowan, James Green
|
|
Teneo (PR/Media Adviser to DMGT) |
|
Doug Campbell Tim Burt |
+44 (0) 775 313 6628 |
Disclaimers
J.P. Morgan Securities plc, which conducts its
Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the
Important information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities, or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Final Offer or otherwise nor shall there be any sale, issuance or transfer of securities of DMGT in any jurisdiction in contravention of applicable law. The Final Offer will be effected solely through the Final Offer Document which contains the full terms and conditions of the Final Offer. Any decision in respect of, or other response to, the Final Offer should be made only on the basis of the information contained in the Final Offer Document. Each DMGT A Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Final Offer applicable to them.
Overseas Shareholders
Unless otherwise determined by RCL, the Final Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of, any Restricted Jurisdiction, and will not be capable of acceptance by any such use, means or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by RCL, copies of this announcement, the Final Offer Document and the Form of Acceptance and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not mail, or otherwise forward, send or distribute any such documents in or into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Final Offer. Any person (including custodians, nominees and trustees) who would, or otherwise intends to, or who may have a legal or contractual obligation to, forward this announcement, the Final Offer Document, the Form of Acceptance and any related documents to any jurisdiction outside the
This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside
Notice to US holders of DMGT A Shares
The Final Offer relates to securities in a non-US company registered in
It may be difficult for US shareholders to enforce certain rights and claims arising in connection with the Final Offer under US federal securities laws since the Company is located outside
To the extent permitted by applicable law and in accordance with normal
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company, save to the extent that these details 3 have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this announcement and other documents in connection with the Final Offer will, subject to certain restrictions, be available for inspection on DMGT's website at https://www.dmgt.com/investors no later than 12 noon on the business day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, DMGT A Shareholders and persons with information rights may request a hard copy of this announcement by contacting Fran Sallas, DMGT Company Secretary (+44 (0) 20 3615 2904). For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Final Offer should be in hard copy form.
Information relating to DMGT Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by DMGT Shareholders and other relevant persons for the receipt of communications from DMGT may be provided to RCL during the Offer Period as required under Section 4 of Appendix 4 of the Code.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments.
Time
All times shown in this announcement are to the local time in
[1] DB
[2] The irrevocable undertaking will cease to be binding only if the Offer lapses or is withdrawn in accordance with its terms.
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