29th Nov 2011 10:01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY U.S. PerSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, as amended)
DAILY MAIL AND GENERAL TRUST PLC ANNOUNCES TENDER OFFER
Daily Mail and General Trust plc (the "Company") hereby announces an invitation (subject to certain offer restrictions) to the holders of its outstanding £ 300,000,000 7.50 per cent. Bonds due 2013 (ISIN XS0109428705) (the "Bonds") to tender some or all of their Bonds for purchase by the Company, at the Purchase Price specified below together with Accrued Interest (the "Tender Offer").
The Tender Offer is made on the terms and subject to the conditions contained in the tender offer memorandum dated 29 November 2011 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement have the meanings ascribed to them in the Tender Offer Memorandum.
Bonds ISIN Maturity Date Outstanding Purchase Maximum
Principal Price Acceptance Amount Amount
£300,000,000 XS0109428705 29 March 2013 £156,500,000 £10,550.00 £75,000,000
7.50 per per £10,000 cent. due in principal 2013 amount
Pursuant to the Tender Offer, the Company proposes to accept for purchase Bonds up to a maximum aggregate principal amount of £75,000,000 (the "Maximum Acceptance Amount") on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Company reserves the right, in its sole and absolute discretion, not to accept any Tender Instructions (as defined below), not to purchase Bonds or to extend, terminate, withdraw or modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, increasing or waiving the Maximum Acceptance Amount), subject to applicable law.
Rationale for the Tender Offer
The purpose of the Tender Offer is to reduce the Company's gross debt according to previously announced objectives. Bonds repurchased by the Company pursuant to the Tender Offer will be cancelled and will not be reissued or re-sold.
Participating in the Tender Offer and Cash to be Received
The Company will only accept tenders of Bonds in the Tender Offer by way of the submission by Bondholders of valid electronic tender and blocking instructions ("Tender Instructions" and each a "Tender Instruction"), in the form required by the Clearing Systems, in accordance with the procedures set out in the Tender Offer Memorandum. Only a Direct Participant in a Clearing System can properly instruct that Clearing System with regard to tenders of Bonds.
To participate in the Tender Offer, Bondholders should deliver, or arrange to have delivered on their behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received by the Tender Agent by 16:00 hours (London time) on 6 December 2011 (the "Expiration Time).
Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds whether such intermediary must receive instructions to participate in the Tender Offer before the deadlines specified in the timeline below.
Expected Transaction Timeline
Commencement of the Tender Offer 29 November 2011 Tender Offer announced through the Clearing Systems, publication on the Notifying News Service and via RNS. Tender Offer Memorandum available from the Dealer Manager and the Tender Agent. Beginning of Tender Offer Period. Expiration Time 16:00 hours (London time) on 6 December 2011 Deadline for receipt of Tender Instructions. End of Tender Offer Period.
Announcement of Final Results of Tender At or about 12:00 hours (London time) Offer
on 7 December 2011 Details of: (i) the final aggregate principal amount of the Bonds validly tendered pursuant to the Tender Offer; (ii) the aggregate principal amount of Bonds accepted for purchase pursuant to the Tender Offer and the pro-ration factor, if applicable; and (iii) the Accrued Interest, distributed via the Clearing Systems and published by way of announcement on a Notifying News Service and via RNS. Settlement Date Expected to be 9 December 2011 Settlement date of the Tender Offer. Payment of Tender Consideration in respect of Bonds accepted for purchase.
For further information:
A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:
The Dealer Manager:
The Royal Bank of Scotland plc
135 BishopsgateLondon EC2M 3URTel: +44(0) 20 7085 5991
Attention: Liability Management Group
Email: [email protected]
A copy of the Tender Offer Memorandum is available to eligible persons uponrequest from:The Tender Agent:Lucid Issuer Services LimitedLeroy House436 Essex RoadLondon N1 3QPTel: +44 (0)20 7704 0880
Attn: Thomas Choquet/Paul Kamminga
Email: [email protected]
The Dealer Manager does not take responsibility for the contents of this announcement and none of the Company, the Dealer Manager, the Tender Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether Bondholders should tender Bonds in the Tender Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. No invitation to offer to sell any Bonds is being made pursuant to this notice. Any such invitation is only being made in the Tender Offer Memorandum and any such acquisition or acceptance of the invitation should be made solely on the basis of information contained therein. This announcement and the Tender Offer Memorandum contain important information, which should be read carefully before any decision is made with respect to the Tender Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Jurisdictional RestrictionsGeneral
This announcement and the Tender Offer Memorandum do not constitute an offer to buy or a solicitation of an offer to sell any Bonds, and tenders of Bonds in the Tender Offer will not be accepted from a Bondholder, in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer shall be deemed to be made on behalf of the Company in such jurisdictions by the Dealer Manager or such affiliates, if it is so licensed, and the Tender Offer is not being made in any such jurisdiction where the Dealer Manager or one of its affiliates is not so licensed.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves of and to observe all of these restrictions.
The Tender Offer does not constitute, and may not be used in connection with, an offer to buy Bonds or a solicitation to sell Bonds by anyone in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. The Company does not accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
United States
The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Bonds may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States, or to U.S. persons or to persons located or resident in the United States. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and offers to sell made by a U.S. person, a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
Each Bondholder participating in the Tender Offer will represent that it is not a U.S. person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in the Tender Offer from the United States.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being " relevant persons").
The Tender Offer Memorandum is only available to relevant persons and the Tender Offer will be available only to, or engaged in only with, relevant persons, and this announcement must not be relied or acted upon by persons other than relevant persons.
Italy
None of the Tender Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Tender Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Societ e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer, pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the Issuers' Regulation).
Holders or beneficial owners of the Bonds that are located in Italy can tender the Bonds only if they qualify as qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation, otherwise neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Bonds or the Tender Offer may be distributed or made available to them.
Holders or beneficial owners of the Bonds that are located in Italy may tender their Bonds for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each Intermediary must comply with the applicable laws and regulations concerning information duties vis- -vis its clients in connection with the Bonds or the Tender Offer.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financi¨re et des assurances/ Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Tender Offer may not be advertised and will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time) (the Belgian Public Offer Law), acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Tender Offer is not being made directly or indirectly to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum, nor any other offering material or information relating to the Tender Offer, has been or will be submitted for clearance to or approved by the Autorit© des March©s Financiers and they may not be released, issued, or distributed or caused to be released, issued, or distributed, directly or indirectly, to the public in the France, except to (i) providers of investment services relating to portfolio management for the account of third parties and/ or (ii) qualified investors (investisseurs qualifi©s), other than individuals, in each case acting on their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Mon©taire et Financier.
29 November 2011
XLONRelated Shares:
DMGT.L