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.

16 December 2021

RECOMMENDED FINAL CASH OFFER  

FOR 

DAILY MAIL AND GENERAL TRUST PLC  

BY 

ROTHERMERE CONTINUATION LIMITED 

Final Offer becomes unconditional in all respects

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").

RCL is pleased to announce that all of the Conditions to the Final Offer have now been satisfied or, where applicable, waived and the Final Offer is therefore unconditional in all respects.

1              Level of acceptances and interests in relevant securities

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 5.00 p.m. on 15 December 2021, RCL had received valid acceptances of the Final Offer in respect of a total of 52,794,258 DMGT A Shares which RCL may count towards the satisfaction of the Acceptance Condition, representing approximately:

·      34.60 per cent. of the issued DMGT A Shares not already owned by RCL (the "Offer Shares");

·      25.04 per cent. of the issued DMGT A Shares; and

·      22.89 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 5.00 p.m. on 15 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 RCL's 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 56.7 per cent. of all DMGT Shares.

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 Therefore, DMGT A Shareholders who have already validly accepted (and not validly withdrawn their acceptance) of the Original Offer are not required to take any further action in respect of the Final Offer. In accordance with the terms of the Final Offer, withdrawal rights have now ceased to be exercisable.

2              Conditions satisfied and Final Offer becomes unconditional in all respects

As noted above, at 5.00 p.m. on 15 December 2021, RCL may count 130,891,638 DMGT Shares (representing approximately 56.7 per cent. of all DMGT Shares) towards satisfaction of the Acceptance Condition to its Offer and, accordingly, the Acceptance Condition has been satisfied.

As previously announced by DMGT, the Non-conflicted DMGT Directors have declared the Special Dividend. The Special Dividend Condition has therefore been satisfied.  Settlement of the Cash Element of the Special Dividend and of the Share Element of the Special Dividend will take place on the basis set out in the Final Offer Document.

Furthermore, RCL confirms that all remaining Conditions to the Final Offer have been satisfied or, where applicable, waived.  

The Final Offer is therefore unconditional in all respects.

3              Cancellation of listing of DMGT A Shares

DMGT A Shareholders are reminded that, as stated in the Final Offer Document, now that the Final Offer has become unconditional, RCL intends to procure that DMGT makes applications in due course to the FCA to cancel the listing of all the DMGT A Shares on the Official List and to the London Stock Exchange to cancel trading in all the DMGT A Shares on the London Stock Exchange's main market for listed securities. No decision has yet been taken as to the precise timing of such applications and an announcement will be made as and when steps are taken to commence the delisting. DMGT will give no fewer than 5 Business Days' notice of the expected date upon which the cancellations will take effect.

DMGT A Shareholders are reminded that such cancellation of listing will significantly reduce the liquidity and marketability of any DMGT A Shares not assented to the Final Offer. Any remaining DMGT A Shareholders will become minority shareholders in a privately controlled company, and would no longer be afforded the protections available to them while DMGT remains a listed public company. In addition, there can be no certainty that such DMGT A Shareholders will again be offered an opportunity to sell their DMGT A Shares on terms which are equivalent or comparable to those under the Final Offer. RCL will also be able to increase its holding of DMGT A Shares through purchases of individual shareholdings without the obligation to make a further offer to all DMGT A Shareholders. This may further adversely affect the liquidity of DMGT A Shares. Shareholders are also reminded to consider the guidance given in the Final Offer Document on the likely impact of the Reorganisation on future dividend payments by DMGT.

4              Action to be taken

In accordance with the requirements of the Code, the Final Offer will remain open for acceptance until 5.00 p.m. on 6 January 2022. An announcement will be made on that date as to whether the Final Offer will continue to be kept open for acceptance after that time or will close.

DMGT A Shareholders who have not yet accepted the Final Offer are urged to do so as soon as possible in accordance with the following procedures:

·              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.

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 UK) or on +44 371-384-2911 (from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

5              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.

As at 5.00 p.m. on 15 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. The Rothermere Foundation continues to intend to accept the Final Offer in respect of these DMGT A Shares, subject (as set out in paragraph 2.2 of the letter of intent) to receipt of consent from the Charity Commission, which it has applied for and awaits;

·      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 719,840 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, 14,460,200 DMGT A Shares, representing approximately 6.9 per cent. of the issued DMGT A Shares and 6.3 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, 125,461,474 DMGT A Shares, representing approximately 59.5 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 63.0 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 set out in paragraph 4 of Part II of the Final Offer Document, RCL had received a non-binding letter of intent from Maven Investment Partners Ltd, which had 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 in respect of 3,304,431 DMGT A Shares (representing, in aggregate, approximately 1.57 per cent. of the DMGT A Shares in issue at 5.00 p.m. on 15 December 2021 (being the latest practicable time prior to the date of this announcement)).

RCL was informed yesterday by Maven Investment Partners Ltd that they are unable to comply with the terms of the non-binding letter of intent in full and have informed RCL, by way of an amended non-binding letter of intent, that they now intend 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 in respect of 719,840  DMGT A Shares (representing, in aggregate, approximately 0.34 per cent. of the DMGT A Shares in issue at 5.00 p.m. on 15 December 2021 (being the latest practicable time prior to the date of this announcement)). A copy of the new non-binding letter of intent from Maven Investment Partners Ltd is available on DMGT's website at https://www.dmgt.com/investors.

As at 5.00 p.m. on 15 December 2021 (being the latest practicable time prior to the date of this announcement), 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.

The calculations in this announcement are based upon the issued share capital of DMGT as at 5.00 p.m. on 15 December 2021 being: (i) 210,798,306 DMGT A Shares; and (ii) 19,890,364 DMGT Ordinary Shares.

Enquiries 

Disclaimers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). J.P. Morgan Cazenove is acting as lead financial adviser for DMGT and no one else in connection with the Final Offer only and will not regard any other person as its client in relation to the Final Offer or any other matter referred to in this announcement and will not be responsible to anyone other than DMGT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Final Offer or any matter or arrangement referred to herein.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as joint financial adviser for DMGT and no one else in connection with the Final Offer only and will not regard any other person as its client in relation to the Final Offer or any other matter referred to in this announcement and will not be responsible to anyone other than DMGT for providing the protections afforded to clients of Credit Suisse, nor for providing advice to any other person in relation to the content of this announcement or any other matter referenced herein. Neither Credit Suisse nor any of its subsidiaries, branches or 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 Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting as lead financial adviser to RCL, and no one else, in connection with the Final Offer, and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Final Offer, or any other matter or arrangement referred to herein. 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 this announcement, any matter, arrangement or statement contained or referred to herein or otherwise.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as joint financial adviser to RCL, and no one else, in connection with the Final Offer, and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to the Final Offer or any other matter or arrangement referred to herein. Neither Goldman Sachs 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 Goldman Sachs in connection with the Final Offer, this announcement, any matter, arrangement or statement contained or referred to herein or otherwise.

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 United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of, any jurisdiction, seek appropriate advice and read paragraph 13 of the letter from RCL set out in Part II of the Original Offer Document and paragraph 7 of Part D of Appendix I to the Original Offer Document before doing so. Neither the US Securities and Exchange Commission ("SEC") nor any US state securities commission has approved or disapproved this Final Offer, or passed upon the adequacy or completeness of this document. Any representation to the contrary is a criminal offence.

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 England.

Notice to US holders of DMGT A Shares

The Final Offer relates to securities in a non-US company registered in England and Wales with a listing on the London Stock Exchange, and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. This announcement has been prepared in accordance with U.K. style and practice for the purpose of complying with the laws of England and Wales and the rules of the London Stock Exchange. The Final Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended, subject to the exemptions provided by Rule 14d-1 under the US Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Final Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures. US shareholders should note that the Company is not listed on an American securities exchange, subject to the periodic reporting requirements of the US Exchange Act or required to, and does not, file any reports with the SEC thereunder.

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 the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with normal UK practice, RCL, J.P. Morgan Securities plc, Credit Suisse International, Lazard & Co., Limited, Goldman Sachs International or any of their affiliates holding an exempt status granted by the Panel, subject to restrictions under Rule 38 of the Code, may make certain purchases of, or arrangements to purchase DMGT A Shares outside the United States during the period in which the Final Offer remains open for acceptance, including sales and purchases of DMGT A Shares effected by J.P. Morgan Securities plc, Credit Suisse International, Lazard & Co., Limited or Goldman Sachs International, acting as market maker in the DMGT A Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of relief granted by Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the listing rules of the FCA, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via a Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publically available to shareholders in the United States.

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 (London time) on the 10th business day following the commencement of the offer period. Relevant persons who deal in the relevant securities of the offeree company 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 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 (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, 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 London, United Kingdom, unless otherwise stated.