DAILY MAIL & GENERAL TRUST PLC - Statement re Possible Offer for Ordinary Voting Shares

DAILY MAIL & GENERAL TRUST PLC - Statement re Possible Offer for Ordinary Voting Shares

PR Newswire

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
                             OF SUCH JURISDICTION

                             FOR IMMEDIATE RELEASE

1 July 2013

                       Daily Mail and General Trust plc

   Possible offer by Rothermere Continuation Limited for the ordinary voting
        shares only of Daily Mail and General Trust plc ("the Company")

The Company has been notified that Rothermere Continuation Limited has entered
into a definitive agreement to acquire the entire shareholding of The Esmond
Harmsworth 1998 Settlement in the Company's ordinary voting shares, increasing
Rothermere Continuation Limited's shareholding of ordinary voting shares in the
Company from 59.9% to 89.2%. Rothermere Continuation Limited is owned by a
trust for the benefit of the Viscount Rothermere and his immediate family.
Under this transaction, The Esmond Harmsworth 1998 Settlement's ordinary voting
shares will be exchanged for `A' ordinary non-voting shares owned by Rothermere
Continuation Limited in a share for share exchange at a ratio of 112.5 `A'
ordinary non-voting shares for every 100 ordinary voting shares.

Notwithstanding that there is no requirement for an offer to be made to the
remaining holders of the ordinary voting shares, the Independent Directors of
the Company have received an approach from Rothermere Continuation Limited
regarding a possible offer to be implemented by Scheme of Arrangement and
governed by the City Code for the remaining ordinary voting shares. If made,
the offer would be put to the remaining holders of the ordinary voting shares
(including other members of the Harmsworth family who were not party to the
transaction referred to above) on terms that ordinary voting shares would be
exchanged for `A' non-voting shares owned by Rothermere Continuation Limited at
an exchange ratio of 112.5 `A' ordinary non-voting Shares for every 100
ordinary voting shares. Discussions between the Independent Directors of the
Company and Rothermere Continuation Limited are at an early stage and there can
be no certainty that any offer will ultimately be made.

No proposal would be made in respect of the A ordinary non-voting shares.

This announcement has been made with the approval of Rothermere Continuation
Limited.

In accordance with Rule 2.4(c) of the Takeover Code, Rothermere Continuation
Limited will have until 5.00pm on 29 July 2013, being 28 days after today's
date (or such later date as may be agreed by the Independent Directors of the
Company and the Takeover Panel), to announce either a firm intention to make an
offer for the remaining ordinary voting shares or that it does not intend to
make such an offer.

A further announcement will be made when appropriate.

A copy of this announcement is also available on the Company's website at
www.dmgt.com/investors.

The Company confirms that it has in issue 393,501,802 shares of 12.5p each
(373,615,330 `A' ordinary non-voting shares and 19,886,472 ordinary voting
shares).

For further information, please contact:

Daily Mail and General Trust plc

Stephen Daintith, Finance Director, DMGT +44 20 3615 2902

Claire Chapman, General Counsel & Company Secretary, DMGT +44 20 3615 2653

Lazard

Nicholas Shott +44 20 7187 2000

Important Notice

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for the Independent
Directors of Daily Mail and General Trust plc and no one else in connection
with the possible offer by Rothermere Continuation Limited for the ordinary
voting shares only of Daily Mail and General Trust plc and will not be
responsible to any other person for providing the protections afforded to
clients of Lazard & Co., Limited or for providing advice in relation to the
possible offer by Rothermere Continuation Limited for the ordinary voting
shares only of Daily Mail and General Trust plc or the other matters described
in this announcement.  Neither Lazard & Co., Limited nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Lazard & Co., Limited in connection with
any statement contained herein or otherwise.

Dealing Disclosure Requirements

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 paper 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 and,
if later, following the announcement in which any paper offeror is first
identified.

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
each of (i) the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

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 or of any
paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. 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 each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details 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 (London time) on the business day following the date of the
relevant dealing.

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 or a paper offeror, 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 Takeover Panel's website at
ww.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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

LON25845409/6 PMF-508576

LON25845409/6 PMF-508576