Daily Mail and General Trust plc (DMGT) Delisting of DMGT
21-Dec-2021 / 19:22 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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21 December 2021
Daily Mail and General Trust plc (DMGT)
Delisting of DMGT
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").
On 16 December, RCL announced that all of the Conditions to the
Final Offer had been satisfied or, where applicable, waived and the
Final Offer was therefore unconditional in all respects.
Now that the Final Offer has become unconditional, in accordance
with the statements made in the Final Offer Document, the board of
DMGT has resolved to make applications to (i) the FCA to cancel the
listing of all DMGT A Shares on the FCA's Official List and (ii) to
cancel trading in all DMGT A Shares on the London Stock Exchange's
main market for listed securities. It is expected that such
applications will take effect as of 8.00 am on 10 January 2022.
In relation to the delisting of DMGT, Lord Rothermere, Chairman
of DMGT said:
"Today marks a huge milestone for DMGT, as we look towards an
exciting and rewarding future under private ownership once again.
We have always been a business that backs strong leadership and
talent, and today is the ultimate expression of that faith.
Everything we do is in the service of our customers, for whom we
will continue to deliver the absolute best, as we have for over 130
years. I would like to extend my thanks to everyone who has played
a role in making this momentous day possible. I am excited and
inspired by what lies ahead."
This announcement should be read in conjunction with the full
text of the shareholder circular setting out the terms of the Final
Offer (the "Final Offer Document"). Capitalised terms used but not
de?ned in this announcement shall have the meanings given to them
in the Final Offer Document.
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
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 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 the Final Offer Document, the Form of
Acceptance and any related documents to any jurisdiction outside
the United
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