DAILY MAIL & GENERAL TRUST PLC - Scheme of Arrangement
PR Newswire
London, August 14
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 of such jurisdiction.
FOR IMMEDIATE RELEASE
14 August 2013
RECOMMENDED SCHEME
of
DAILY MAIL AND GENERAL TRUST PLC ("DMGT")
resulting in the holding by
ROTHERMERE CONTINUATION LIMITED ("RCL")
of the issued ordinary voting share capital of DMGT not already owned by RCL
to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006
The directors of RCL and the Independent DMGT Directors announce the terms of a
recommended scheme for the reorganisation of the share capital of DMGT
resulting in the holding by RCL of the issued ordinary voting share capital of
DMGT not already owned by RCL (and therefore the entire issued ordinary voting
share capital of DMGT).
Summary
* The Scheme relates only to the DMGT Ordinary Shares not already owned by
RCL. The Scheme does not involve the holders of DMGT A Shares other than
RCL and parties connected with RCL.
* If effected, the Scheme would result in the holding by RCL of the issued
ordinary voting share capital of DMGT not already owned by RCL (and
therefore the entire issued ordinary voting share capital of DMGT) and the
holding by Relevant DMGT Ordinary Shareholders of DMGT A Shares in the
following ratio:
For every 100 DMGT Ordinary Shares held: 112.5 DMGT A Shares
*
As announced by DMGT on 1 July 2013, RCL entered into an agreement with EH
Settlement pursuant to which EH Settlement agreed to transfer all of the
5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange
for 6,564,409 DMGT A Shares owned by RCL at an exchange ratio of 112.5 DMGT
A Shares for every 100 DMGT Ordinary Shares. That exchange was completed on
12 July 2013. Accordingly, RCL now owns 17,738,163 DMGT Ordinary Shares
representing 89.2 per cent. of the issued DMGT Ordinary Shares.
* The Scheme provides an opportunity for the Relevant DMGT Ordinary
Shareholders, who hold 2,148,309 (in aggregate) DMGT Ordinary Shares, to
hold instead DMGT A Shares at the same ratio as was agreed between RCL and
EH Settlement.
* Based on the Closing Price of a DMGT A Share of 820 pence on 13 August 2013
(being the last Business Day prior to the date of this announcement), the
Scheme represents a value per Relevant DMGT Ordinary Share of 923 pence.
This represents a premium of 39 per cent. based on the Closing Price of the
DMGT Ordinary Shares on the last Business Day prior to the date of this
announcement and a premium of 59 per cent. based on the Closing Price of
the DMGT Ordinary Shares 31 days prior to the offer period.
* Based on information currently held by DMGT and RCL, RCL and parties
presumed by the Panel to be acting in concert with it are together
interested in approximately 18,316,783 DMGT Ordinary Shares, representing
approximately 92.1 per cent. of the DMGT Ordinary Shares in issue, and
approximately 86,915,079 DMGT A Shares, representing approximately 23.3 per
cent. of the DMGT A Shares in issue.
* Further information about the Scheme will be set out in the Scheme
Document.
* RCL is a holding company incorporated in Bermuda. The main asset of the
company is an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned
by a trust (the "Trust") which is held for the benefit of Viscount
Rothermere and his immediate family. Both RCL and the Trust are
administered in Jersey, in the Channel Islands. The directors of RCL, of
which there are seven, include two directors of DMGT, namely Viscount
Rothermere and Mr John Hemingway.
* RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has
therefore controlled DMGT, for many years. RCL's holding of 100 per cent.
of the DMGT Ordinary Shares pursuant to the Scheme will not affect its
intention that DMGT should continue to be managed in accordance with best
corporate governance practice for the benefit of all shareholders, as has
been the case throughout the period of RCL's control. In particular, RCL's
intention is that DMGT will: continue to observe the Listing Principles in
their current form; continue to maintain a securities dealing code for
certain of its employees in the form of the Model Code in its current form;
continue to observe the UK Corporate Governance Code on a `comply or
explain' basis; and have an appropriate number of independent non-executive
directors on its board. It is also intended by RCL that DMGT's independent
directors at the time will take decisions on behalf of DMGT in relation to
any proposed transaction between DMGT and RCL or between DMGT and an
associate of RCL where any such proposed transaction would have been a
related party transaction under Chapter 11 of the Listing Rules in its
current form. RCL has indicated to DMGT that its intentions for DMGT's
governance are long term in nature and that it would discuss with the Board
of DMGT any material change in its intentions.
* It is intended that the Scheme will be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act 2006. It is expected that
the Scheme Document containing further information about the Scheme will be
published within 28 days of the date of this announcement (unless agreed
otherwise with the Panel) and that, if approved, the Scheme will become
effective during the fourth quarter of 2013.
Rationale for the Scheme and Recommendation
* DMGT has two classes of share capital: the DMGT Ordinary Shares
(representing approximately 5 per cent. of the total issued share capital
of DMGT), which are tightly held, illiquid and have a limited free float,
and the DMGT A Shares (representing approximately 95 per cent. of the total
issued share capital of DMGT), which are widely held and traded. Both the
DMGT Ordinary Shares and the DMGT A Shares are listed on the London Stock
Exchange (the DMGT A Shares with a standard listing and the DMGT Ordinary
Shares with a premium listing) and rank pari passu in all respects, save
that only the DMGT Ordinary Shares carry the right to receive notice of or
attend or vote at any general meeting.
* Following the FCA consultation paper (CP 12/25) issued in October 2012, the
Independent DMGT Directors and the directors of RCL consider there is a
risk that the FCA will downgrade the listing status of the DMGT Ordinary
Shares from premium to standard or cancel the listing of the DMGT Ordinary
Shares altogether. Consequently, RCL is proposing the Scheme to Relevant
DMGT Ordinary Shareholders in order to provide them with the opportunity to
hold, instead of the Relevant DMGT Ordinary Shares, the significantly more
liquid DMGT A Shares.
* The Relevant DMGT Ordinary Shareholders have the ability to capture a 58
per cent. premium based on the Closing Price of the DMGT Ordinary Shares on
28 June 2013; a 45 per cent. premium to the volume weighted average price
of the DMGT Ordinary Shares over the last twelve months; and a 39 per cent.
premium based on the Closing Price of the DMGT Ordinary Shares on 13 August
2013, the Business Day prior to the date of this announcement.
* The Independent DMGT Directors, who have been so advised by Lazard,
consider the terms of the Scheme to be fair and reasonable. In providing
its advice, Lazard has taken into account the commercial assessments of the
Independent DMGT Directors. Accordingly, the Independent DMGT Directors
intend unanimously to recommend that DMGT Ordinary Shareholders vote in
favour of the Scheme as Martin Morgan and David Verey, the only Independent
DMGT Directors who hold DMGT Ordinary Shares, have irrevocably undertaken
to do in respect of their own holdings of 7,264 Relevant DMGT Ordinary
Shares in aggregate, representing approximately 0.04 per cent. of the DMGT
Ordinary Shares and 0.34 per cent. of the Relevant DMGT Ordinary Shares in
issue on 13 August 2013 (being the last Business Day prior to the date of
this announcement). Further details of these irrevocable undertakings,
together with details of the letter of intent given by Aviva Investors
Global Services Limited, are set out on page 12 of this announcement.
This summary should be read in conjunction with, and is subject to, the
following full announcement and the Appendices. The Scheme will be subject to
the Conditions and further principal terms set out in this announcement and to
the full terms and conditions which will be set out in the Scheme Document.
Appendix 2 to this announcement contains bases and sources of certain
information contained in this announcement. Certain terms used in this
announcement are defined in Appendix 3 to this announcement.
Enquiries:
Rothschild (Financial Adviser to RCL)
Dominic Hollamby
DMGT
Stephen Daintith
Claire Chapman
Lazard (Financial Adviser to the Independent DMGT Directors)
Nicholas Shott
Cyrus Kapadia
Brunswick Group LLP (Public Relations Adviser to DMGT) +44 20 7404 5959
Kim Fletcher
Charlie Potter
IMPORTANT NOTES
This announcement 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 security pursuant to the Scheme or otherwise. The Scheme will be
effected solely through the Scheme Document which will contain the full terms
and conditions of the Scheme. Any decision in respect of, or other response to,
the Scheme should be made only on the basis of the information contained in
such document.
In particular, this announcement is not an offer of securities for sale in the
United States. The Scheme and the DMGT A Shares which will be held by the
Relevant DMGT Ordinary Shareholders if the Scheme is effected, have not been,
and will not be, registered under the Securities Act, or under the securities
law of any state, district or other jurisdiction of the United States,
Australia, Canada or Japan and no regulatory clearance in respect of the DMGT A
Shares has been, or will be, applied for in any jurisdiction other than the UK.
The DMGT A Shares may not be offered or sold in the United States absent
registration under the Securities Act or an exemption from registration. It is
expected that the Scheme will be effected in reliance upon the exemption from
the registration requirements of the Securities Act provided by Section 3(a)
(10) thereof.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulation and
therefore any persons who are subject to the laws and regulations of any
jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or regulations of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Scheme disclaim any responsibility and
liability for the violation of such restrictions by any person.
In particular, copies of this announcement and any formal documentation
relating to the Scheme are not being, and must not be, directly or indirectly,
in whole or in part, 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) must not mail or otherwise
forward, distribute or send it, in whole or in part, in or into or from any
Restricted Jurisdiction.
The availability of the Scheme to persons who are not resident in the United
Kingdom may be restricted by the laws and/or regulations of the relevant
jurisdictions in which they are located. The Scheme will not be made available,
directly or indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England.
You may request a hard copy of this announcement by contacting Fran Sallas,
Assistant Company Secretary, DMGT, on . You may also
request that all future documents, announcements and information to be sent to
you in relation to the Scheme should be in hard copy form.
Publication on website
A copy of this announcement and other documents in connection with the Scheme
will, subject to certain restrictions, be available for inspection on DMGT's
website at www.dmgt.com no later than 12 noon (London time) on the 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.
Notice to US holders of DMGTOrdinary Shares
The Scheme relates to the securities of a UK company and is proposed to be
effected by means of a scheme of arrangement provided for under the laws of
England and Wales. A transaction effected by means of a scheme of arrangement
is not subject to the US tender offer rules. Accordingly, the Scheme is subject
to UK disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which are different from the disclosure and other
requirements of the US securities laws. The financial information included in
this announcement has been prepared in accordance with accounting standards
applicable in the United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of DMGT Ordinary Shares to enforce their
rights and any claim arising out of the US federal securities laws, since RCL
and DMGT are located in non-US jurisdictions, and some or all of their officers
and directors may be residents of non-US jurisdictions. US holders of DMGT
Ordinary Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Rothschild
Rothschild, which is authorised by the Prudential Regulation Authority and
regulated in the UK by the FCA and the Prudential Regulation Authority, is
acting exclusively for RCL and no one else in connection with the Scheme and
will not be responsible to anyone other than RCL for providing the protections
afforded to clients of Rothschild or for providing advice in relation to the
Scheme or any other matters referred to in this announcement. Neither
Rothschild nor any of its associates 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
Rothschild in connection with any statement contained herein or otherwise.
Lazard
Lazard, which is authorised and regulated in the UK by the FCA, is acting
exclusively as financial adviser to the Independent DMGT Directors and no one
else in connection with the Scheme and will not be responsible to anyone other
than Independent DMGT Directors for providing the protections afforded to
clients of Lazard or for providing advice in relation to the Scheme or any
other matters referred to in this announcement. Neither Lazard 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 in connection with any
statement contained herein or otherwise.
Cautionary note regarding forward-looking statements
This announcement contains certain statements which are, or may be deemed to
be, "forward-looking statements" with respect to, for example, the financial
condition, results of operations and business of DMGT and certain plans and
objectives of RCL with respect thereto. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often, but not always, use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding future
expectations. These statements are based on assumptions and assessments made by
DMGT and/or RCL in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this announcement. Neither DMGT
nor RCL assumes any obligation to update or correct the information contained
in this announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements. Among the
factors that could cause actual results to differ materially from those
described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.
No profit forecast
No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per DMGT Ordinary Share or DMGT A Share for the current or future
financial years would necessarily match or exceed the historical published
earnings per DMGT Ordinary Share or DMGT A Share respectively.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent.
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 City Code, any person who is, or becomes, interested
in 1 per cent. 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.
Dealing Disclosures must 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 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. If you are in any doubt as to
whether you are required to make a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
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 of such jurisdiction.
RECOMMENDED SCHEME
of
DMGT
resulting in the holding by
RCL
of the issued ordinary voting share capital of DMGT not already owned by RCL
to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006
1. Introduction
The directors of RCL and the Independent DMGT Directors announce the terms of a
recommended scheme for the reorganisation of the share capital of DMGT
resulting in the holding by RCL of the issued ordinary voting share capital of
DMGT not already owned by RCL (and therefore the entire issued ordinary voting
share capital of DMGT).
The Scheme relates only to the DMGT Ordinary Shares not already owned by RCL
and does not involve the holders of DMGT A Shares other than RCL and parties
connected with RCL.
2. The Scheme
If effected, the Scheme would result in the holding by RCL of the issued
ordinary voting share capital of DMGT not already owned by RCL (and therefore
the entire issued ordinary voting share capital of DMGT) and the holding by
Relevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio:
For every 100 DMGT Ordinary Shares held: 112.5 DMGT A Shares
and so in proportion for any greater or lesser number of DMGT Ordinary Shares
held. Entitlements to DMGT A Shares under the Scheme will be rounded down to
the nearest whole DMGT A Share.
The Scheme relates to the 2,148,309 DMGT Ordinary Shares not already owned by
RCL. Based on the Closing Price of a DMGT A Share of 820 pence on 13 August
2013 (being the last Business Day prior to the date of this announcement), the
Scheme represents a value per Relevant DMGT Ordinary Share of 923 pence.
The Scheme is being made available only to DMGT Ordinary Shareholders and, with
the consent of the Panel, will not be made available to DMGT A Shareholders.
It is expected that the Scheme Document will be published within 28 days of the
date of this announcement and that, if approved, the Scheme will become
effective during the fourth quarter of 2013.
The Scheme will be conditional upon the Conditions being fulfilled by not later
than the Long Stop Date. Further details on the Conditions are set out in
Appendix 1 to this announcement.
3. Recommendation
The Independent DMGT Directors, who have been so advised by Lazard, consider
the terms of the Scheme to be fair and reasonable. In providing its advice,
Lazard has taken into account the commercial assessments of the Independent
DMGT Directors. Accordingly, the Independent DMGT Directors intend unanimously
to recommend that DMGT Ordinary Shareholders vote in favour of the Scheme at
the Court Meeting and the resolution to be proposed at the General Meeting as
Martin Morgan and David Verey, the only Independent DMGT Directors who own DMGT
Ordinary Shares, have irrevocably undertaken to do in respect of their own
holdings of 7,264 DMGT Ordinary Shares in aggregate, representing approximately
0.04 per cent. of the DMGT Ordinary Shares and 0.34 per cent. of the Relevant
DMGT Ordinary Shares in issue on 13 August 2013 (being the last Business Day
prior to the date of this announcement). Further details of these irrevocable
undertakings, together with details of the letter of intent given by Aviva
Investors Global Services Limited, are set out on page 12 of this announcement.
In giving this recommendation, the Independent DMGT Directors have taken into
account, inter alia, RCL's intentions in relation to the ongoing governance of
DMGT (see section 9 below), the premium being offered to the Relevant DMGT
Ordinary Shareholders, and the liquidity of the DMGT Ordinary Shares and the
DMGT A Shares.
The Relevant DMGT Ordinary Shareholders have the ability to capture a 58 per
cent. premium based on the Closing Price of the DMGT Ordinary Shares on 28 June
2013; a 45 per cent. premium to the volume weighted average price of the DMGT
Ordinary Shares over the last twelve months; and a 39 per cent. premium based
on the Closing Price of the DMGT Ordinary Shares on 13 August 2013, the
Business Day prior to the date of this announcement.
4. Background to and reasons for the Scheme
DMGT has two classes of share capital: the DMGT Ordinary Shares (representing
approximately 5 per cent. of the total issued share capital of DMGT) and the
DMGT A Shares (representing approximately 95 per cent. of the total issued
share capital of DMGT). Both the DMGT Ordinary Shares and the DMGT A Shares are
listed on the London Stock Exchange (the DMGT A Shares with a standard listing
and the DMGT Ordinary Shares with a premium listing) and rank pari passu in all
respects, save that only the DMGT Ordinary Shares carry the right to receive
notice of or attend or vote at any general meeting.
As announced by DMGT on 1 July 2013, RCL entered into an agreement with EH
Settlement pursuant to which EH Settlement agreed to transfer all of the
5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange for
6,564,409 DMGT A Shares owned by RCL at an exchange ratio of 112.5 DMGT A
Shares for every 100 DMGT Ordinary Shares. That transaction was completed on 12
July 2013. Accordingly, RCL now owns 17,738,163 DMGT Ordinary Shares
representing 89.2 per cent. of the issued DMGT Ordinary Shares.
Based on information currently held by DMGT and RCL, RCL and parties presumed
by the Panel to be acting in concert with it are together interested in
approximately 18,316,783 DMGT Ordinary Shares, representing approximately 92.1
per cent. of the DMGT Ordinary Shares in issue, and approximately 86,915,079
DMGT A Shares, representing approximately 23.3 per cent. of the DMGT A Shares
in issue.
The DMGT A Shares are widely held and traded. However, the DMGT Ordinary Shares
are tightly held and have a limited free float, with the RCL Concert Party
(based on information currently held by DMGT and RCL) holding approximately
92.1 per cent. of the DMGT Ordinary Shares. Consequently, the DMGT Ordinary
Shares are very illiquid with the DMGT Ordinary Shares trading on only 10 days
per year on average over the last 3 years. This lack of liquidity is likely to
have contributed to the DMGT Ordinary Shares currently trading at a significant
discount to the DMGT A Shares. On 13 August 2013 (being the last Business Day
prior to the date of this announcement), the discount was 19 per cent.
The FCA consultation paper (CP 12/25) issued in October 2012 contained various
proposed changes to the Listing Rules to address, among other things, a concern
about companies with low levels of free float. Currently, at least 25 per cent.
of any class of shares must be held in public hands although in the past the
FCA has accepted a smaller free float provided that the FCA was satisfied that
there would be a properly functioning secondary market in the shares of that
company.
Following this consultation paper, the Independent DMGT Directors and the
directors of RCL consider that there is a risk that the FCA will downgrade the
listing status of the DMGT Ordinary Shares from premium to standard or cancel
the listing of the DMGT Ordinary Shares altogether. Consequently, RCL is
proposing the Scheme to provide Relevant DMGT Ordinary Shareholders with the
opportunity to hold, instead of the Relevant DMGT Ordinary Shares, the
significantly more liquid DMGT A Shares.
5. Delisting
It is intended that dealings in DMGT Ordinary Shares will be suspended at
5.00pm London time on the Business Day prior to the Effective Date. It is
further intended that an application will be made to (i) the London Stock
Exchange for a cancellation of the admission of the DMGT Ordinary Shares to
trading on the main market and (ii) the UK Listing Authority for a cancellation
of the listing of the DMGT Ordinary Shares on the Official List, with effect as
of or shortly following the Effective Date.
6. Information relating to DMGT
DMGT is an international group with a portfolio of digital, information, media
and events businesses. DMGT is listed on the London Stock Exchange and as at 13
August 2013, being the last Business Day prior to the date of this
announcement, had a market capitalisation of £3.2 billion. For the year ended
30 September 2012, DMGT had revenue of £1,960 million and Adjusted Operating
Profit of £300 million. As at 30 September 2012, DMGT had total assets of £
2,171 million and net assets of £256 million. DMGT is a global business with
operations spanning Europe, North and South America, the Middle East, Asia and
Australia and employs approximately 12,000 people. DMGT's registered office is
in London at Northcliffe House.
DMGT's profits are split approximately 75 per cent. within B2B and 25 per cent.
within B2C.
DMGT reports in 5 business activities:
• RMS
• dmg information
• dmg events
• Euromoney
• dmg media
RMS is a producer of risk analysis models, services, expertise and data
solutions for the quantification and management of catastrophe risk for the
global property and casualty re-insurance industry. RMS operates under the RMS
brand and for the year ended 30 September 2012 had revenue of £163 million and
Adjusted Operating Profit of £56 million.
dmg information is a global provider of B2B information for the property,
education, energy and finance sectors. dmg information operates under the
Landmark, EDR, Hobsons and Lewtan brands amongst others, and for the year ended
30 September 2012 had revenue of £253 million and Adjusted Operating Profit of
£48 million.
dmg events is a global supplier of B2B exhibitions and associated conferences
focusing on the energy, construction, interiors and digital marketing sectors.
dmg events operates under the adtech, Gastech and The Big 5 International
Building and Construction Show brands amongst others and for the year ended 30
September 2012 had revenue of £89 million and Adjusted Operating Profit of £21
million.
dmg media is an international publisher with a print and digital portfolio.
Assets include two of the UK's most read paid-for newspapers, one of the
world's most visited newspaper websites, one of the world's most popular
digital recruitment businesses and a majority stake in one of the UK's most
popular digital property businesses. dmg media's brands include The Daily Mail,
MailOnline, Metro, Zoopla and jobsite, and for the year ended 30 September 2012
it had revenue of £1,060 million and Adjusted Operating Profit of £104 million.
DMGT Group sold the Northcliffe Media regional newspaper business, with effect
from 30 December 2012, to Local World for cash proceeds of £52.5 million. DMGT
Group also took a 38.7 per cent. stake in Local World.
Euromoney is a B2B media group focused primarily on the international finance,
metals and commodities sectors and is a provider of electronic research and
data, a trade publisher of both online and print, as well as running
conferences, seminars and training courses. Euromoney operates under the
Euromoney, Euroweek, Institutional Investor and BCA Research brands amongst
others, and for the year ended 30 September 2012 had revenue of £394 million
and Adjusted Operating Profit of £112 million. Euromoney is separately listed
and as at 13 August 2013, being the last Business Day prior to the date of this
announcement, had a market capitalisation of £1.4 billion. DMGT owns
approximately 68.1 per cent. of Euromoney.
7. Information relating to RCL
RCL is a holding company incorporated in Bermuda. The main asset of the company
is an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned by a trust
(the "Trust") which is held for the benefit of Viscount Rothermere and his
immediate family. Both RCL and the Trust are administered in Jersey, in the
Channel Islands. The directors of RCL, of which there are seven, include two
directors of DMGT, namely Viscount Rothermere and Mr John Hemingway.
8. Management, employees and locations
RCL attaches great importance to the skills and experience of the existing
management and employees of DMGT. RCL confirms that it has given assurances to
the Independent DMGT Directors that, upon and following completion of the
Scheme, it intends fully to safeguard the existing employment rights of all
DMGT Group management and employees and to comply with DMGT's pension
obligations for existing employees.
It is expected that there will be no change to the composition of the Board of
DMGT as a result of the Scheme.
RCL intends that DMGT's current strategic direction will remain unchanged by
the Scheme and that the Scheme will have no impact on any of (i) the continued
employment of the DMGT Group's employees and management, including the
conditions of such employment; (ii) the locations of DMGT's places of business;
or (iii) the deployment of DMGT's fixed assets.
9. Governance
RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has
therefore controlled DMGT, for many years. RCL's holding of 100 per cent. of
the DMGT Ordinary Shares pursuant to the Scheme will not affect its intention
that DMGT should continue to be managed in accordance with best corporate
governance practice for the benefit of all shareholders, as has been the case
throughout the period of RCL's control. In particular, RCL's intention is that
DMGT will: continue to observe the Listing Principles in their current form;
continue to maintain a securities dealing code for certain of its employees in
the form of the Model Code in its current form; continue to observe the UK
Corporate Governance Code on a `comply or explain' basis; and have an
appropriate number of independent non-executive directors on its board. It is
also intended by RCL that DMGT's independent directors at the time will take
decisions on behalf of DMGT in relation to any proposed transaction between
DMGT and RCL or between DMGT and an associate of RCL where any such proposed
transaction would have been a related party transaction under Chapter 11 of the
Listing Rules in its current form. RCL has indicated to DMGT that its
intentions for DMGT's governance are long term in nature and that it would
discuss with the Board of DMGT any material change in its intentions.
10. Irrevocable undertakings and letter of intent
RCL has received an irrevocable undertaking from Martin Morgan, an Independent
DMGT Director, to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting in respect of 764 DMGT
Ordinary Shares representing approximately 0.004 per cent. of the issued DMGT
Ordinary Shares and 0.036 per cent. of the Relevant DMGT Ordinary Shares. RCL
has also received an irrevocable undertaking from David Verey, another
Independent DMGT Director, to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting in respect of 6,500
DMGT Ordinary Shares representing approximately 0.03 per cent. of the issued
DMGT Ordinary Shares and 0.30 per cent. of the Relevant DMGT Ordinary Shares.
Both of these irrevocable undertakings will cease to be binding if RCL
announces, with the consent of the Panel and before the Scheme Document is
posted, that it does not intend to proceed with the Scheme, or the Scheme
lapses or is withdrawn.
RCL has also received a letter of intent from Aviva Investors Global Services
Limited acting as agent in its capacity as investment manager for and behalf of
certain of its clients to vote in favour of the Scheme in respect of 415,000
DMGT Ordinary Shares representing approximately 2.09 per cent. of the issued
DMGT Ordinary Shares and 19.32 per cent. of the Relevant DMGT Ordinary Shares.
The irrevocable undertakings and letter of intent referred to in this section
10 are in respect of an aggregate of 422,264 DMGT Ordinary Shares representing
approximately 2.12 per cent. of the issued DMGT Ordinary Shares and 19.66 per
cent. of the Relevant DMGT Ordinary Shares.
The DMGT Ordinary Shares held by RCL will not be voted at the Court Meeting.
Accordingly, the Scheme will proceed only if the required majority of Relevant
DMGT Ordinary Shareholders votes in favour of the Scheme.
11. Disclosure of interests in relevant securities
RCL confirms that it made an Opening Position Disclosure on 15 July 2013,
setting out the details required to be disclosed by it under Rule 8.1(a) of the
City Code.
12. Documents on display
Copies of the irrevocable commitments and letter of intent listed in paragraph
10 above will, by no later than 12 noon on 15 August 2013 be published on
DMGT's website at www.dmgt.com until the Effective Date. The contents of the
website referred to in this announcement are not incorporated into, and do not
form part of, the announcement.
13. Further terms and conditions of the Scheme
The Scheme will be subject to the Conditions and principal further terms set
out in this announcement and to the full terms and conditions which will be set
out in the Scheme Document. Appendix 1 to this announcement contains the
Conditions. Appendix 2 to this announcement contains bases and sources of
certain information contained in this announcement. Appendix 3 to this
announcement contains the meaning of certain terms used in this announcement.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the City Code, the Panel, the London Stock
Exchange and the UK Listing Authority.
14. Expected timetable
It is intended that the Scheme Document containing further details of the
Scheme will be despatched to Relevant DMGT Ordinary Shareholders, persons with
information rights and, for information only, to DMGT A Shareholders and
participants in the DMGT Share Schemes (in each case, other than to persons in
a Restricted Jurisdiction) within 28 days of the date of this announcement
(unless agreed otherwise with the Panel) and that, if approved, the Scheme will
become effective during the fourth quarter of 2013.
Enquiries:
Rothschild (Financial Adviser to RCL)
Dominic Hollamby
Lazard (Financial Adviser to the Independent DMGT Directors)
Nicholas Shott
Cyrus Kapadia
Brunswick Group LLP (Public Relations Adviser to DMGT) +44 20 7404 5959
Kim Fletcher
Charlie Potter
IMPORTANT NOTES
This announcement 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 security pursuant to the Scheme or otherwise. The Scheme will be
effected solely through the Scheme Document which will contain the full terms
and conditions of the Scheme. Any decision in respect of, or other response to,
the Scheme should be made only on the basis of the information contained in
such document.
In particular, this announcement is not an offer of securities for sale in the
United States. The Scheme and the DMGT A Shares, which will be held by the
Relevant DMGT Ordinary Shareholders if the Scheme is effected, have not been,
and will not be, registered under the Securities Act, or under the securities
law of any state, district or other jurisdiction of the United States,
Australia, Canada or Japan and no regulatory clearance in respect of the DMGT A
Shares has been, or will be, applied for in any jurisdiction other than the UK.
The DMGT A Shares may not be offered or sold in the United States absent
registration under the Securities Act or an exemption from registration. It is
expected that the Scheme will be effected in reliance upon the exemption from
the registration requirements of the Securities Act provided by Section 3(a)
(10) thereof.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulation and
therefore any persons who are subject to the laws and regulations of any
jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or regulations of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Scheme disclaim any responsibility and
liability for the violation of such restrictions by any person.
In particular, copies of this announcement and any formal documentation
relating to the Scheme are not being, and must not be, directly or indirectly,
in whole or in part, 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) must not mail or otherwise
forward, distribute or send it, in whole or in part, in or into or from any
Restricted Jurisdiction.
The availability of the Scheme to persons who are not resident in the United
Kingdom may be restricted by the laws and/or regulations of the relevant
jurisdictions in which they are located. The Scheme will not be made available,
directly or indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England.
You may request a hard copy of this announcement by contacting Fran Sallas,
Assistant Company Secretary, DMGT, on . You may also
request that all future documents, announcements and information to be sent to
you in relation to the Scheme should be in hard copy form.
Publication on website
A copy of this announcement and other documents in connection with the Scheme
will, subject to certain restrictions, be available for inspection on DMGT's
website at www.dmgt.com no later than 12 noon (London time) on the 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.
Notice to US holders of DMGTOrdinary Shares
The Scheme relates to the securities of a UK company and is proposed to be
effected by means of a scheme of arrangement provided for under the laws of
England and Wales. The Scheme is subject to UK disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement, which are
different from the disclosure and other requirements of the US securities laws.
The financial information included in this announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
It may be difficult for US holders of DMGT Ordinary Shares to enforce their
rights and any claim arising out of the US federal securities laws, since RCL
and DMGT are located in non-US jurisdictions, and some or all of their officers
and directors may be residents of non-US jurisdictions. US holders of DMGT
Ordinary Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Rothschild
Rothschild, which is authorised by the Prudential Regulation Authority and
regulated in the UK by the FCA and the Prudential Regulation Authority, is
acting exclusively for RCL and no one else in connection with the Scheme and
will not be responsible to anyone other than RCL for providing the protections
afforded to clients of Rothschild or for providing advice in relation to the
Scheme or any other matters referred to in this announcement. Neither
Rothschild nor any of its associates 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
Rothschild in connection with any statement contained herein or otherwise.
Lazard
Lazard, which is authorised and regulated in the UK by the FCA, is acting
exclusively as financial adviser to the Independent DMGT Directors and no one
else in connection with the Scheme and will not be responsible to anyone other
than Independent DMGT Directors for providing the protections afforded to
clients of Lazard nor for providing advice in relation to the Scheme or any
other matters referred to in this announcement. Neither Lazard 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 in connection with any
statement contained herein or otherwise.
Cautionary note regarding forward-looking statements
This announcement contains certain statements which are, or may be deemed to
be, "forward-looking statements" with respect to, for example, the financial
condition, results of operations and business of DMGT and certain plans and
objectives of RCL with respect thereto. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often, but not always, use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding future
expectations. These statements are based on assumptions and assessments made by
DMGT and/or RCL in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this announcement. Neither DMGT
nor RCL assumes any obligation to update or correct the information contained
in this announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements. Among the
factors that could cause actual results to differ materially from those
described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.
No profit forecast
No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per DMGT Ordinary Share or DMGT A Share for the current or future
financial years would necessarily match or exceed the historical published
earnings per DMGT Ordinary Share or DMGT A Share respectively.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent.
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 City Code, any person who is, or becomes, interested
in 1 per cent. 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 p.m. (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.
Dealing Disclosures must 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 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. If you are in any doubt as to
whether you are required to make a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
APPENDIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME
Part A: Conditions to the Scheme
The Scheme will be conditional upon the following conditions being fulfilled by
the Long Stop Date:
1.1 its approval by a majority in number representing not less than 75 per
cent. in value of the Relevant DMGT Ordinary Shareholders who are on the
register of members of DMGT at the Scheme Voting Record Time, and who are
present and vote, whether in person or by proxy, at the Court Meeting (or any
adjournment thereof) and at any separate class meeting which may be required
(or any adjournment thereof);
1.2 all resolutions in connection with or required to approve and implement the
Scheme and approve the related Capital Reduction being duly passed by the
requisite majority of DMGT Ordinary Shareholders at the General Meeting (or any
adjournment thereof);
1.3 the sanction of the Scheme by the Court (with or without modification but
subject to any modification being on terms acceptable to RCL and DMGT) and
confirmation of the Capital Reduction by the Court (with or without
modification but subject to any modification being on terms acceptable to RCL
and DMGT) and (a) the delivery of copies of the Court Order(s) and the
requisite statement of capital attached thereto to the Registrar of Companies
and (b) if so ordered in order to take effect, the registration of the Court
Order effecting the Capital Reduction and such statement of capital by the
Registrar of Companies; and
1.4 to the extent applicable (i) the UK Listing Authority having acknowledged
to DMGT or its agent (and such acknowledgement not having been withdrawn) that
the application for the admission of any new DMGT A Shares arising pursuant to
the Scheme to the Official List with a standard listing has been approved and
(after satisfaction of any conditions to which such approval is expressed to be
subject ("listing conditions")) will become effective as soon as a dealing
notice has been issued by the FCA and any listing conditions having been
satisfied and (ii) the London Stock Exchange having acknowledged to DMGT or its
agent (and such acknowledgement not having been withdrawn) that such new shares
will be admitted to trading.
Part B: Certain further terms of the Scheme
Entitlements to DMGT A Shares under the Scheme will be rounded down to the
nearest whole DMGT A Share.
APPENDIX 2
BASES AND SOURCES
In this announcement:
1. References to the issued share capital of DMGT (whether in respect of the
total issued share capital, the issued ordinary voting share capital or the
issued non-voting A ordinary share capital) are references to the undiluted
issued share capital of DMGT and are references to the number of the relevant
shares in issue (including shares held in treasury) as at the close of business
on 13 August 2013, being the last Business Day prior to the date of this
announcement. The International Securities Identification Number for DMGT
Ordinary Shares is GB0009458117 and the International Securities Identification
Number for DMGT A Shares is GB0009457366.
2. The value of the Scheme per Relevant DMGT Ordinary Share is calculated on
the basis of the Closing Price of a DMGT A Share on 13 August 2013, being the
last Business Day prior to the date of this announcement, 923 pence.
3. The financial information relating to DMGT is extracted from the audited
consolidated financial statements of DMGT for the relevant years, prepared in
accordance with International Financial Reporting Standards.
4. Shares in the RCL / EH Settlement transaction and the resulting RCL holding
of DMGT Ordinary Shares are as per the TR-1 Notification of Major Interest in
Shares release dated 1 July 2013.
5. All prices for DMGT Ordinary Shares and DMGT A Shares have been derived from
the Daily Official List of the London Stock Exchange and represent Closing
Prices on the relevant date(s).
6. The liquidity, trading volumes and volume weighted average price data
relating to DMGT Ordinary Shares and DMGT A Shares are derived from data
provided by Factset.
7. The premium calculations to the price per DMGT Ordinary Share have been
calculated by reference to:
* a price of 820 pence per DMGT A Share, being the Closing Price on 13 August
2013, the last Business Day prior to this announcement, as derived from
data provided by the London Stock Exchange;
* a price of 666 pence per DMGT Ordinary Share, being the Closing Price on 13
August 2013, the last Business Day prior to this announcement, as derived
from data provided by the London Stock Exchange; and
* a price of 580 pence per DMGT Ordinary Share, being the Closing Price on 31
May 2013, being 31 days prior to the offer period, as derived from data
provided by the London Stock Exchange; and
* a price of 638 pence per DMGT Ordinary Share, being the volume weighted
average price over the twelve months up to and including 13 August 2013,
the last Business Day prior to this announcement, as derived from data
provided by FactSet.
8. Information relating to RCL has been provided by persons duly authorised by
the RCL board.
APPENDIX 3
DEFINITIONS
"£" or "pence" the lawful currency of the UK
"Adjusted Operating Profit" operating profit before exceptional items,
impairment of goodwill and intangible assets
and amortisation of intangible assets arising
on business contributions
"B2B" business-to-business
"B2C" business-to-consumer
"Board" the board of directors of DMGT
"Business Day" a day, (other than a Saturday, Sunday, public
or bank holiday) on which banks are generally
open for business in London
"Capital Reduction" the reduction of DMGT's share capital
provided for by the Scheme
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotations of a
share derived from the Daily Official List of
the London Stock Exchange
"Conditions" the conditions to the Scheme set out in
Appendix 1 to this announcement
"Court" the High Court of Justice in England and
Wales
"Court Meeting" the meeting of Relevant DMGT Ordinary
Shareholders to be convened pursuant to an
order of the Court for the purpose of
considering and, if thought fit, approving
the Scheme, including any adjourned meeting
"Court Order(s)" the order(s) of the Court sanctioning the
Scheme and confirming the related Capital
Reduction
"DMGT" Daily Mail and General Trust plc,
incorporated in England and Wales with
registered number 00184594
"DMGT A Shareholders" the holders of DMGT A Shares
"DMGT A Shares" the non-voting A ordinary shares of 12.5
pence each in the capital of DMGT
"DMGT Group" DMGT and its Subsidiaries and associated
undertakings
"DMGT Ordinary Shareholders" the holders of DMGT Ordinary Shares
"DMGT Ordinary Shares" the voting ordinary shares of 12.5 pence each
in the capital of DMGT
"Effective Date" the date on which the Scheme becomes
effective in accordance with its terms
"EH Settlement" The Esmond Harmsworth 1998 Settlement
"Euromoney" Euromoney Institutional Investor Plc,
incorporated in England and Wales with
registered number 00954730
"FCA" Financial Conduct Authority
"General Meeting" the general meeting of DMGT Ordinary
Shareholders to be convened in connection
with the Scheme and the Capital Reduction,
including any adjourned meeting
"Independent DMGT Directors" the directors of DMGT other than Viscount
Rothermere, John Hemingway, David Nelson and
Andrew Lane
"Lazard" Lazard & Co., Limited
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 31 January 2014 or such later date as RCL and
the Independent DMGT Directors may, with the
consent of the Panel, agree and, if required,
the Court may approve
"Official List" the official list maintained by the UK
Listing Authority
"Panel" the Panel on Takeovers and Mergers
"RCL" Rothermere Continuation Limited, incorporated
in Bermuda with registered number 20361
"RCL Concert Party" RCL, together with the parties presumed by
the Panel to be acting in concert with it
"Relevant DMGT Ordinary the holders of Relevant DMGT Ordinary Shares
Shareholders"
"Relevant DMGT Ordinary Shares" the issued ordinary voting share capital of
DMGT not already owned by RCL as at the date
of the Scheme Document
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant risk
of civil, regulatory or criminal exposure if
information concerning the Scheme is sent or
made available to DMGT Ordinary Shareholders
or DMGT A Shareholders in that jurisdiction
"Rothschild" N M Rothschild & Sons Limited
"Scheme" a court-approved scheme of arrangement under
Part 26 of the Companies Act 2006 between
DMGT and the Relevant DMGT Ordinary
Shareholders resulting in the holding by RCL
of all of the Relevant DMGT Ordinary Shares,
with or subject to any modification, addition
or condition approved or imposed by the Court
and agreed to by DMGT and RCL
"Scheme Document" the document to be sent to, among others,
Relevant DMGT Ordinary Shareholders
containing, amongst other things, the Scheme
and the notices covering the Court Meeting
and General Meeting
"Scheme Voting Record Time" the date and time to be specified in the
Scheme Document by reference to which
entitlement to vote on the Scheme will be
determined
"Securities Act" the US Securities Act of 1933, as amended,
and the rules and regulations promulgated
thereunder
"Subsidiary" has the meaning given in section 1159 of the
Companies Act 2006
"Trust" the trust which is held for the benefit of
Viscount Rothermere and his family and which
owns RCL
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"UK Listing Authority" the FCA as the competent authority for
listing in the United Kingdom
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia
2