Announcement of Tender Offer

Daily Mail and General Trust plc Announces Tender Offer for its £349,703,000 5.75 per cent. Bonds due 2018 and £165,000,000 10 per cent. Bonds due 2021 NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THEUNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THEU.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERNMARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIAOR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THISDOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW) 4 December 2013. Daily Mail and General Trust plc (the Company) announcedtoday its invitation to holders of its outstanding £349,703,000 5.75 per cent.Bonds due 2018 (the 2018 Bonds) and its outstanding £165,000,000 10 per cent.Bonds due 2021 (the 2021 Bonds and, together with the 2018 Bonds, the Bonds)to tender their Bonds for purchase by the Company for cash (each suchinvitation an Offer and together the Offers). Each Offer is being made on theterms and subject to the conditions contained in the tender offer memorandumdated 4 December 2013 (the Tender Offer Memorandum) prepared by the Company,and is subject to the offer restrictions set out below and as more fullydescribed in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to distributionrestrictions) available from the Dealer Manager and the Tender Agent as setout below. Capitalised terms used in this announcement but not defined havethe meanings given to them in the Tender Offer Memorandum. Rationale for the Offers The rationale of the Offers is for the Company to manage the re-financing riskand the currency and interest rate profile of its indebtedness. Details of the Offers In respect of each Series, the Company will pay for Bonds of such Seriesaccepted by it for purchase pursuant to the relevant Offer a price (each aPurchase Price) to be determined at or around 2.00 p.m. (London time) (thePricing Time) on 13 December 2013 (the Pricing Date) in the manner describedin the Tender Offer Memorandum by reference to: (a) in the case of the 2018 Bonds, the annualised sum (such sum, the 2018Bonds Purchase Yield) of a purchase spread (the 2018 Bonds Purchase Spread)and the 2018 Benchmark Security Rate; and (b) in the case of the 2021 Bonds, the annualised sum (such sum, the 2021Bonds Purchase Yield) of a purchase spread (the 2021 Bonds Purchase Spread)and the 2021 Benchmark Security Rate. Each Purchase Price will be determined in accordance with market convention,and is intended to reflect a yield to maturity of the Bonds of the relevantSeries on the Settlement Date based on the relevant Purchase Yield. Each Purchase Spread will be determined pursuant to a Modified Dutch AuctionProcedure, as described in the Tender Offer Memorandum. Under the Modified Dutch Auction Procedure, the Company will determine, inrespect of each Series and in its sole discretion, following expiration of therelevant Offer, (i) the aggregate nominal amount of Bonds of the relevantSeries (if any) it will accept for purchase pursuant to the relevant Offer(each such amount, a Series Acceptance Amount) and (ii) a single PurchaseSpread (expressed as a percentage) that it will use in the calculation of thePurchase Price for the Bonds of such Series, taking into account the aggregatenominal amount of Bonds of such Series tendered in the relevant Offer and thepurchase spreads specified (or deemed to be specified) by tendering Holders. The Purchase Spread applicable to a Series will be not more than the MaximumPurchase Spread for such Series set out in the table below, and will otherwisebe the highest spread that will enable the Company to purchase the SeriesAcceptance Amount for such Series pursuant to the relevant Offer. The aggregate nominal amount of the Bonds the Company will accept for purchasepursuant to the Offers (the Final Acceptance Amount) will be determined by theCompany in its sole discretion at or around the Pricing Time on the PricingDate by reference to the aggregate nominal amount of the Bonds tenderedpursuant to the Offers and the purchase spreads specified (or deemed to bespecified) by tendering Holders, and will be announced by the Company as soonas reasonably practicable after the Pricing Time on the Pricing Date. TheCompany will determine the allocation of the Final Acceptance Amount betweeneach Series in its sole discretion, and reserves the right to acceptsignificantly more or less (or none) of the Bonds of either Series as comparedto the other Series. However, the Company will set each Series AcceptanceAmount at a level which will ensure that, following settlement of the relevantOffer, the outstanding nominal amount of the relevant Series will be at least(a) £275,000,000 in the case of the 2018 Bonds (excluding £25,000,000 inaggregate nominal amount of the 2018 Bonds which are currently held by theCompany) and (b) £100,000,000 in the case of the 2021 Bonds. If the aggregate nominal amount of Bonds of a Series tendered for purchasepursuant to the relevant Offer is greater than the Series Acceptance Amountfor that Series, Bonds of such Series may be accepted for purchase pursuant tothe relevant Offer on a pro rata basis, as fully described in the Tender OfferMemorandum. The Company will also pay an Accrued Interest Payment in respect of Bondsaccepted for purchase pursuant to the Offers. A summary of certain of the terms of the Offers appears below: ISIN Outstanding Maximum Amount / Common Nominal Benchmark Purchase Purchase subject to Code Amount Security Spread Spread the Offers 2018 Bonds XS0170485204 £324,703,000* 5.00 per To be +205 bps An / 017048520 cent. UK determined aggregate Treasury pursuant nominal Stock due 7 to a amount March 2018 modified across (ISIN: Dutch both GB00B1VWPC84) auction Series to be determined and2021 Bonds XS0064908592 £156,400,000 3.75 per To be +230 bps announced / 006490859 cent. UK determined by the Treasury pursuant Company as Stock due 9 to a set out in September modified the Tender 2021 (ISIN: Dutch Offer GB00B4RMG977) auction Memorandum *Excluding £25,000,000 in aggregate nominal amount of the 2018 Bonds which arecurrently held by the Company Tender Instructions In order to participate in, and be eligible to receive the relevant PurchasePrice and Accrued Interest Payment pursuant to, the relevant Offer, Holdersmust validly tender their Bonds by delivering, or arranging to have deliveredon their behalf, a valid Tender Instruction that is received by the TenderAgent by 4.00 p.m. (London time) on 12 December 2013. Tender Instructions willbe irrevocable except in the limited circumstances described in the TenderOffer Memorandum. Tender Instructions must be submitted in respect of a minimum nominal amountof Bonds of the relevant Series of no less than the minimum denomination ofsuch Series (being £1,000 in the case of the 2018 Bonds and £10,000 in thecase of the 2021 Bonds), and may be submitted in integral multiples of suchminimum denomination. Tender Instructions may be submitted on a competitivebasis or a non-competitive basis, as further described in the Tender OfferMemorandum. Indicative Timetable for the Offers Events Times and Dates (All times are London time)Commencement of the Offers Offers announced. Tender Offer Memorandum available from the Dealer Manager and the Wednesday, 4 December 2013Tender Agent Expiration Deadline Deadline for receipt of valid Tender Instructions by the Tender Agent in order for 4.00 p.m. onHolders to be able to participate in the Offers Thursday, 12 December 2013Announcement of Indicative Results Announcement by the Company of the aggregate nominal amount of Bonds of each Series Friday, 13 December 2013 at orvalidly tendered in the Offers, together with a non-binding indication of the level at around 11.00 a.m.which it expects to set the Final Acceptance Amount, each Series Acceptance Amount andeach Purchase Spread, and indicative details of any scaling of valid tenders of Bondsof each Series for purchase that will be applied in the event that the Company decidesto accept valid tenders of Bonds pursuant to the Offers Pricing Date and Pricing Time Determination of the 2018 Benchmark Security Rate, the 2021 Benchmark Security Rate, Friday, 13 December 2013 at oreach Purchase Yield and each Purchase Price around 2.00 p.m. Announcement of Results and Pricing Announcement of whether the Company will accept for purchase Bonds validly tendered As soon as reasonablypursuant to any or all of the Offers and, if so accepted, the Final Acceptance Amount, practicable after the Pricingeach Series Acceptance Amount, the 2018 Benchmark Security Rate, the 2021 Benchmark Time on the Pricing DateSecurity Rate, each Purchase Spread, each Purchase Yield, each Purchase Price and anyScaling Factor (if applicable) Settlement Date Expected Settlement Date for the Offers Wednesday, 18 December 2013 The Company may, in its sole discretion, extend, re-open, amend, waive anycondition of or terminate either or both Offer at any time (subject toapplicable law and as provided in the Tender Offer Memorandum) and the abovetimes and dates are subject to the right of the Company to so extend, re-open,amend and/or terminate the Offers. Holders are advised to check with any bank, securities broker or otherintermediary through which they hold Bonds when such intermediary would needto receive instructions from a Holder in order for that Holder to be able toparticipate in, or (in the limited circumstances in which revocation ispermitted) revoke their instruction to participate in, the Offers by thedeadlines set out above. The deadlines set by any such intermediary and eachClearing System for the submission and withdrawal of Tender Instructions willbe earlier than the relevant deadlines set out above and in the Tender OfferMemorandum. Unless stated otherwise, announcements in connection with the Offers will bemade (i) by publication through RNS and (ii) by the delivery of notices to theClearing Systems for communication to Direct Participants. Such announcementsmay also be found on the relevant Reuters Insider Screen and be made by theissue of a press release to a Notifying News Service. Copies of all suchannouncements, press releases and notices can also be obtained upon requestfrom the Tender Agent, the contact details for which are below. Significantdelays may be experienced where notices are delivered to the Clearing Systemsand Holders are urged to contact the Tender Agent for the relevantannouncements during the course of the Offers. In addition, Holders maycontact the Dealer Manager for information using the contact details below. Holders are advised to read carefully the Tender Offer Memorandum for fulldetails of and information on the procedures for participating in the Offers. HSBC Bank plc is acting as Dealer Manager for the Offers and Lucid IssuerServices Limited is acting as Tender Agent. Questions and requests for assistance in connection with the Offers may bedirected to the Dealer Manager. The Dealer Manager HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: +44 20 7992 6237 Attention: Liability Management Group Email: [email protected] Questions and requests for assistance in connection with the delivery ofTender Instructions may be directed to the Tender Agent. The Tender Agent Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: +44 20 7704 0880 Attention: David Shilson Email: [email protected] DISCLAIMER This announcement must be read in conjunction with the Tender OfferMemorandum. This announcement and the Tender Offer Memorandum containimportant information which should be read carefully before any decision ismade with respect to the Offers. If any Holder is in any doubt as to theaction it should take, it is recommended to seek its own financial advice,including in respect of any tax consequences, from its stockbroker, bankmanager, solicitor, accountant or other independent financial or legaladviser. Any individual or company whose Bonds are held on its behalf by abroker, dealer, bank, custodian, trust company or other nominee must contactsuch entity if it wishes to tender such Bonds pursuant to the relevantOffer(s). None of the Company, the Dealer Manager or the Tender Agent makesany recommendation whether Holders should tender Bonds pursuant to the Offers. OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this announcement and the Tender Offer Memorandum incertain jurisdictions may be restricted by law. Persons into whose possessionthis announcement and/or the Tender Offer Memorandum comes are required byeach of the Company, the Dealer Manager and the Tender Agent to informthemselves about, and to observe, any such restrictions. Neither thisannouncement nor the Tender Offer Memorandum constitutes an offer to buy or asolicitation of an offer to sell the Bonds (and tenders of Bonds in an Offerwill not be accepted from Holders) in any circumstances in which such offer orsolicitation is unlawful. In those jurisdictions where the securities, bluesky or other laws require an Offer to be made by a licensed broker or dealerand the Dealer Manager or any of its affiliates is such a licensed broker ordealer in any such jurisdiction, such Offer shall be deemed to be made by theDealer Manager or such affiliate, as the case may be, on behalf of the Companyin such jurisdictions. United States. The Offers are not being made, and will not be made, directlyor indirectly, in or into, or by use of the mails of, or by any means orinstrumentality of interstate or foreign commerce of, or of any facilities ofa national securities exchange of, the United States. This includes, but isnot limited to, facsimile transmission, electronic mail, telex, telephone, theinternet and other forms of electronic communication. The Bonds may not betendered in the Offers by any such use, means, instrumentality or facilityfrom or within the United States. Accordingly, copies of the this announcementand the Tender Offer Memorandum and any other documents or materials relatingto the Offers are not being, and must not be, directly or indirectly, mailedor otherwise transmitted, distributed or forwarded (including, withoutlimitation, by custodians, nominees or trustees) in or into the United Statesor to any persons located or resident in the United States. Any purportedtender of Bonds in an Offer resulting directly or indirectly from a violationof these restrictions will be invalid and any purported tender of Bonds madeby a person located in the United States or any agent, fiduciary or otherintermediary acting on a non-discretionary basis for a principal givinginstructions from within the United States will be invalid and will not beaccepted. Each holder of Bonds participating in an Offer will represent thatit is not participating in such Offer from the United States or it is actingon a non-discretionary basis for a principal located outside the United Statesthat is not giving an order to participate in such Offer from the UnitedStates. For the purposes of this paragraph, United States means the UnitedStates of America, its territories and possessions (including Puerto Rico, theU.S. Virgin Islands, Guam, American Samoa, Wake Island and the NorthernMariana Islands), any state of the United States of America and the Districtof Columbia. Italy. None of the Offers, this announcement, the Tender Offer Memorandum orany other document or materials relating to the Offers have been submitted tothe clearance procedures of the Commissione Nazionale per le Società e laBorsa (CONSOB) pursuant to Italian laws and regulations. The Offers are beingcarried out in Italy as exempted offers pursuant to article 101-bis, paragraph3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (theFinancial Services Act) and article 35-bis, paragraph 4, letter b) of CONSOBRegulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders orbeneficial owners of the Bonds that are located in Italy can tender Bonds forpurchase pursuant to the Offers through authorised persons (such as investmentfirms, banks or financial intermediaries permitted to conduct such activitiesin the Republic of Italy in accordance with the Financial Services Act, CONSOBRegulation No. 16190 of 29 October 2007, as amended from time to time, andLegislative Decree No. 385 of 1 September 1993, as amended) and in compliancewith applicable laws and regulations or with requirements imposed by CONSOB orany other Italian authority. United Kingdom. The communication of this announcement, the Tender OfferMemorandum and any other documents or materials relating to the Offers is notbeing made and such documents and/or materials have not been approved by anauthorised person for the purposes of section 21 of the Financial Services andMarkets Act 2000. Accordingly, such documents and/or materials are not beingdistributed to, and must not be passed on to, the general public in the UnitedKingdom. The communication of such documents and/or materials as a financialpromotion is only being made to those persons in the United Kingdom fallingwithin the definition of investment professionals (as defined in Article 19(5)of the Financial Services and Markets Act 2000 (Financial Promotion) Order2005 (the Financial Promotion Order)) or persons falling within Article 43 ofthe Financial Promotion Order, or any other persons to whom it may otherwiselawfully be made under the Financial Promotion Order. France. The Offers are not being made, directly or indirectly, to the publicin the Republic of France (France). None of this announcement, the TenderOffer Memorandum or any other document or material relating to the Offers havebeen or shall be distributed to the public in France and only (i) providers ofinvestment services relating to portfolio management for the account of thirdparties (personnes fournissant le service d'investissement de gestion deportefeuille pour compte de tiers) and/or (ii) qualified investors(investisseurs qualifiés), other than individuals, acting for their ownaccount, all as defined in, and in accordance with, Articles L.411-1, L.411-2and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligibleto participate in the Offers. Neither this announcement nor the Tender OfferMemorandum have been or will be submitted for clearance to or approved by theAutorité des Marchés Financiers. Belgium. None of this announcement, the Tender Offer Memorandum or any otherdocuments or materials relating to the Offers have been submitted to or willbe submitted for approval or recognition to the Belgian Financial Services andMarkets Authority (Autoriteit voor Financiële Diensten en Markten / FinancialServices and Markets Authority) and, accordingly, neither Offer may be made inBelgium by way of a public offering, as defined in Articles 3 and 6 of theBelgian Law of 1 April 2007 on public takeover bids. Accordingly, neitherOffer may be advertised and neither Offer will be extended, and none of thisannouncement, the Tender Offer Memorandum or any other documents or materialsrelating to the Offers (including any memorandum, information circular,brochure or any similar documents) has been or shall be distributed or madeavailable, directly or indirectly, to any person in Belgium other than"qualified investors" in the sense of Article 10 of the Belgian Law of 16 June2006 on the public offer of placement instruments and the admission to tradingof placement instruments on regulated markets (as amended from time to time),acting on their own account. Insofar as Belgium is concerned, thisannouncement and the Tender Offer Memorandum have been issued only for thepersonal use of the above qualified investors and exclusively for the purposeof the Offers. Accordingly, the information contained in this announcement andthe Tender Offer Memorandum may not be used for any other purpose or disclosedto any other person in Belgium.