Daily Mail and General Trust plc (DMGT) Declaration of Special
Dividend 14-Dec-2021 / 17:28 GMT/BST Dissemination of a Regulatory
Announcement, transmitted by EQS Group. The issuer is solely
responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
14 December 2021
RECOMMENDED FINAL CASH OFFER
for
DAILY MAIL AND GENERAL TRUST PLC ("DMGT")
by
ROTHERMERE CONTINUATION LIMITED ("RCL")
Daily Mail and General Trust plc
Declaration of the Special Dividend
Shareholders are referred to the offer document in relation to
the recommended cash offer for all of the issued and to be issued
DMGT A Shares not already owned by RCL, published on 6 November
2021 (the "Original Offer Document") and to the final offer
document in relation to the recommended increased and final offer
(the "Final Offer") published on 2 December 2021 (the "Final Offer
Document"). Unless otherwise defined, capitalised terms and
expressions used in this announcement shall have the same meaning
given to them in the Final Offer Document.
DMGT today announces that the Non-conflicted DMGT Directors have
declared the Special Dividend, settlement of which is conditional
upon the Final Offer becoming or being declared unconditional in
all respects. The other conditions to the Final Offer are set out
in the Final Offer Document.
DMGT Shareholders who are on the register of members of DMGT at
6.00 p.m. on 16 December 2021 (the "Record Date") will be entitled
to the Special Dividend. The ex-dividend date for the Special
Dividend will be 17 December 2021 (i.e. the day after the Record
Date). As noted in the Original Offer Document, unless the
counterparties specifically agree otherwise, a buyer of DMGT A
Shares ahead of the ex-dividend date for the Special Dividend will
assume the benefit of the Special Dividend and the seller would
need to pass this benefit to any purchaser of DMGT A Shares, even
if the seller is the recorded owner at the Record Date.
Settlement of the Cash Element of the Special Dividend will take
place on 30 December 2021 and it is expected that settlement of the
Share Element of the Special Dividend will take place in the first
half of 2022. DMGT will make a further announcement on the expected
timing for settlement of the Share Element of the Special Dividend
when there is greater certainty.
In the event that the Final Offer does not become or is not
declared unconditional, there will be no Special Dividend.
Further details on the Special Dividend are set out in the
Original Offer Document and the Final Offer Document.
If you have any questions relating to the Special Dividend
please contact DMGT's registrar, 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 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 that calls may be recorded and
monitored for security and training purposes.
Enquiries:
DMGT
Tim Collier, DMGT Group CFO +44 (0) 20 3615 2902
Adam Webster, Head of Investor Relations +44 (0) 20 3615 2903
J.P. Morgan Cazenove +44 (0) 20 7742 4000
(Lead Financial Adviser to DMGT in connection with the Final Offer; Joint Corporate Broker)
Bill Hutchings
Jonty Edwards, James Summer
Credit Suisse +44 (0) 20 7888 1000
(Joint Financial Adviser to DMGT in connection with the Final Offer; Joint Corporate Broker)
Antonia Rowan, James Green
Gillian Sheldon
Teneo
(PR/Media Adviser to DMGT)
Doug Campbell +44 (0) 775 313 6628
Tim Burt +44 (0) 758 341 3254
Lazard & Co., Limited +44 (0) 20 7187 2000
(Lead Financial Adviser to RCL in connection with the Final Offer)
Nicholas Shott
William Lawes, Caitlin Martin, Fariza Steel
Goldman Sachs International +44 (0) 20 7774 1000
(Joint Financial Adviser and Corporate Broker to RCL in connection with the Final Offer)
Charlie Lytle, Alex Garner, Owain Evans
Sanctuary Counsel
(PR/Media Adviser to RCL)
Robert Morgan +44 (0) 755 741 3275
Ben Ullmann +44 (0) 794 486 8288
The person responsible for arranging the release of this
announcement for and on behalf of DMGT is Fran Sallas, DMGT Company
Secretary (+44 (0) 20 3615 2904).
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
(MORE TO FOLLOW) Dow Jones Newswires
December 14, 2021 12:28 ET (17:28 GMT)
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