9th Sep 2013 07:00
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 OF SUCH JURISDICTION
7 September 2013
RECOMMENDED SCHEME OF ARRANGEMENT
of
DAILY MAIL AND GENERAL TRUST PLC ("DMGT")
resulting in the holding by
ROTHERMERE CONTINUATION LIMITED ("RCL")
of the issued ordinary voting share capital
of DMGT not already owned by RCL
to be effected by means of a
scheme of arrangement under Part 26 of the
Companies Act 2006
Posting of Scheme Document
On 14 August 2013, the Independent DMGT Directors and the RCL Directors jointly announced the terms of a recommended proposal for the reorganisation of the share capital of DMGT resulting in the holding by RCL of the DMGT Ordinary Shares not already owned by RCL (the "Proposal"). The Proposal will be effected by means of a court sanctioned scheme of arrangement made under Part 26 of the Companies Act 2006 (the "Scheme").
DMGT announces that the scheme document relating to the Proposal, containing, among other things, the full terms of, and conditions to, the Scheme and the Proposal and an explanatory statement, together with the actions to be taken by DMGT Ordinary Shareholders (the "Scheme Document"), is today being sent to DMGT Shareholders, together with the Forms of Proxy for the Court Meeting and the General Meeting. Please note that the Scheme Document is being sent to holders of DMGT A Shares for information purposes only. DMGT A Shareholders do not need to take any action in relation to this announcement or the Scheme.
Subject to the approval of the eligible DMGT Ordinary Shareholders, the sanction of the Court and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will be implemented at the end of October 2013. The expected timetable of principal events for the implementation of the Scheme is attached as an appendix to this announcement.
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.
Notices of the Court Meeting and General Meeting
Notices of both the Court Meeting and the General Meeting are set out in the Scheme Document. The Court Meeting will start at 10:00 a.m. on 3 October 2013 at The Roof Gardens, 99 Kensington High Street, London W8 5SA. Implementation of the Scheme also requires approval of DMGT Ordinary Shareholders at the General Meeting to be held at the same venue at 10:15 a.m. on 3 October 2013 (or as soon thereafter as the Court Meeting has concluded or been adjourned).
Action to be taken
Details of the Shareholder Meetings to be held and the action to be taken in respect of the Scheme are set out in the section entitled "ACTION TO BE TAKEN", starting on page 3 of the Scheme Document. DMGT Ordinary Shareholders will find accompanying the Scheme Document a BLUE Form of Proxy for use at the Court Meeting and a WHITE Form of Proxy for use at the General Meeting. Whether or not DMGT Ordinary Shareholders intend to be present at either Shareholder Meeting, Relevant DMGT Ordinary Shareholders are urged to complete, sign and return the Form of Proxy for the Court Meeting (BLUE) and the Form of Proxy for the General Meeting (WHITE) in accordance with the instructions printed on the respective forms.
It is particularly important that as many votes as possible are cast at the Court Meeting so that the Court may be satisfied that there is a fair representation of Relevant DMGT Ordinary Shareholder opinion. Relevant DMGT Ordinary Shareholders are therefore strongly urged to return their Forms of Proxy as soon as possible.
If you are a DMGT Shareholder and have any questions about this announcement, the Court Meeting, the General Meeting or on the completion and return of the Forms of Proxy, please call the Shareholder Helpline on 0871 384 2787 (from within the UK) or on +44 121 415 0096 (if calling from outside the UK). Calls to the 0871 384 2787 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposal nor give financial, tax, investment or legal advice.
Timetable
The expected timetable of principal events for the implementation of the Scheme is attached as an appendix to this announcement. If any of the key dates set out in the timetable change, DMGT will give notice of this change by issuing an announcement via a Regulatory Information Service.
Current Trading and Prospects
Paragraph 7 of Part I of the Scheme Document sets out summary information regarding DMGT's current trading and prospects. In addition to summarising DMGT's previous announcements, the Scheme Document notes that DMGT's total revenues in the period from 31 March 2013 to 31 July 2013 are lower than the same period in 2012 largely due to the disposal of Northcliffe Media, albeit partly offset by underlying growth explained in the Interim Management Statement released on 25 July 2013 (the "IMS"). The Northcliffe Media disposal along with that of Evanta and the Group's central and eastern European businesses, plus the absence of the bi-annual Global Petroleum Show, reduced Adjusted Profit Before Tax in the period from 31 March 2013 to 31 July 2013 as compared to the same period in 2012. These factors are reflected in the outlook for the year set out in the IMS.
Other
A copy of this announcement and the Scheme Document will be available free of charge (subject to any applicable restrictions with respect to persons resident in certain jurisdictions) on DMGT's website (www.dmgt.com).
The Scheme Document will also be submitted to the National Storage Mechanism and will thereafter by available for inspection at http://www.hemscott.com/nsm.do.
Enquiries:
Rothschild (Financial Adviser to RCL) +44 20 7280 5656Dominic Hollamby
DMGT +44 20 7938 6000Stephen DaintithClaire Chapman
Lazard (Financial Adviser to the Independent DMGT Directors) +44 20 7187 2000Nicholas Shott Cyrus Kapadia
Brunswick Group LLP (Public Relations Adviser to DMGT) +44 20 7404 5959Kim FletcherCharlie Potter
Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for RCL and no one else in connection with the Proposal and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Proposal or any other matters referred to in this announcement. Neither Rothschild nor any of its associates 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 Rothschild in connection with any statement contained herein or otherwise.
Lazard, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to the Independent DMGT Directors and no one else in connection with the Proposal and will not be responsible to anyone other than Independent DMGT Directors for providing the protections afforded to clients of Lazard or for providing advice in relation to the Proposal or any other matters referred to in this announcement. 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 any statement contained herein or otherwise.
This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or otherwise dispose of or invitation to purchase or otherwise acquire any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Scheme will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Scheme, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Scheme should be made only on the basis of the information contained in the Scheme Document.
This announcement is not intended to and does not constitute, or form part of, and may not be used for the purposes of, an offer to sell or purchase or an invitation or the solicitation of an offer to subscribe for, buy, otherwise acquire, sell or otherwise dispose of, any securities by any person, or the solicitation of any vote or approval pursuant to the Proposal or otherwise, in any jurisdiction (a) in which such offer or invitation is not authorised, (b) in which the person making such offer or invitation is not qualified to do so, or (c) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or which would impose any unfulfilled registration, publication or approval requirements on DMGT, RCL or any of their respective directors, officers, agents or advisers. There shall not be any sale, issuance or transfer of securities of DMGT in any jurisdiction in contravention of applicable law. No action has been taken nor will be taken in any jurisdiction by any such person that would permit a public offering of any securities in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this announcement other than in any jurisdiction where action for that purpose is required. Neither DMGT, RCL nor their respective directors, officers, agents or advisers accept any responsibility for any violation of any of these restrictions by any other person.
Unless otherwise determined by RCL or required by the Panel, and permitted by applicable law and regulation, the Proposal will not be made available, directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Proposal are not being, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them, in whole or in part, in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.
The ability of DMGT Ordinary Shareholders who are not resident in the United Kingdom to participate in the Proposal may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
The Interim Shares, New Interim Shares and DMGT A Shares have not been, and will not be, registered under the US Securities Act, or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the Interim Shares New Interim Shares or DMGT A Shares has been, or will be, applied for in any jurisdiction other than the UK. The Interim Shares, New Interim Shares and DMGT A Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from registration. It is expected that the Proposal will be effected in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.
None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The Proposal relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the US proxy and tender offer rules. Accordingly, the Proposal is subject to UK disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure and other requirements of the US proxy and tender offer rules under the US Exchange Act. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The Proposal may, for a US holder of DMGT Ordinary Shares, involve a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of DMGT Ordinary Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of the Proposal.
It may be difficult for US holders of DMGT Ordinary Shares to enforce their rights and any claim arising out of the US federal securities laws, since RCL and DMGT are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US holders of DMGT Ordinary Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Note on forward looking statements
This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements include statements relating to (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, (b) business and management strategies and the expansion and growth of RCL's or DMGT's operations, and (c) the effects of global economic conditions on RCL's or DMGT's business.
Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of RCL or DMGT to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of RCL or DMGT to differ materially from the expectations of RCL or DMGT, as applicable, include, but are not limited to, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, legal or regulatory developments and changes, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities (whether or not the Proposal completes successfully), interest rate and currency fluctuations and the failure to satisfy any conditions for the Proposal on a timely basis or at all. Such forward-looking statements should therefore be construed in light of such factors.
Neither DMGT nor RCL, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements attributable to DMGT or RCL or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules), DMGT and RCL are not under any obligation and DMGT and RCL expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 and, if later, following the announcement in which any paper offeror is first identified.
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 each of (i) the offeree company and (ii) any paper offeror(s). 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 and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror 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 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. 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 each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details 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 or a paper offeror, 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 Takeover 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.
No profit forecast
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per DMGT Ordinary Share or DMGT A Share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT Ordinary Share or DMGT A Share respectively.
Appendix
Expected Timetable of Principal Events
The following timetable sets out the expected dates for implementation of the Proposal (some of which are indicative):
Event | Expected time/date(1) |
Latest time for receipt by DMGT's Registrars of Forms of Proxy for: |
|
Court Meeting (BLUE form) (2) | 10.00 a.m. on 1 October 2013 |
General Meeting (WHITE form) (3) | 10.15 a.m. on 1 October 2013 |
Scheme Voting Record Time (for the Court Meeting and the General Meeting)(4) | 6 p.m. on 1 October 2013 |
Court Meeting(5) | 10.00 a.m. on 3 October 2013 |
General Meeting(6) | 10.15 a.m. on 3 October 2013 |
Court Hearing(7)(8) | 28 October 2013 |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, DMGT Ordinary Shares(7) | 28 October 2013 |
Scheme Record Time(7) | 6.00 p.m. on 28 October 2013 |
Effective Date(7) | 29 October 2013 |
New A Shares listed and CREST accounts credited in respect of New A Shares(7) | 8.00 a.m. on 30 October 2013 |
Earliest date for delisting of DMGT Ordinary Shares(7) | 8.00 a.m. on 30 October 2013 |
Despatch of share certificates in respect of New A Shares (7) | within 14 days of the Effective Date |
Long Stop Date | 31 January 2014 |
Notes:
(1) All times shown in this announcement are references to London time unless otherwise stated. The times and dates given are indicative only and are based on DMGT's current expectations and may be subject to change (including as a result of changes to Court times). If any of the times and/or dates above change the revised times and/or dates will be notified to DMGT Shareholders by announcement through an RIS.
(2) BLUE Forms of Proxy not returned by this time may be handed to representatives of DMGT's Registrars or the Chairman of the Court Meeting before the start of that meeting and will still be valid.
(3) To be valid, WHITE Forms of Proxy for the General Meeting must be lodged by 10.15 a.m. on 1 October 2013.
(4) If either the Court Meeting or the General Meeting is adjourned the voting record time for the adjourned meeting will be 6.00 p.m. on the date falling two business days before the adjourned meeting.
(5) The Court Meeting and General Meeting will be held at The Roof Gardens, 99 Kensington High Street (entrance on Derry Street), London W8 5SA.
(6) To commence at the time fixed or, if later, immediately following the conclusion or adjournment of the Court Meeting.
(7) These times and dates are indicative only and will depend, amongst other things, on the dates upon which (a) the conditions are satisfied or (if capable of waiver) waived, (b) the Court sanctions the Scheme and confirms the associated Capital Reductions, and (c) a copy of the Court Order(s) has been delivered to the Registrar of Companies and, if the Court so orders for the Capital Reductions to take effect, the Court Order(s) and the Statements of Capital have been registered by the Registrar of Companies. If the scheduled date or location of the Court Hearing is changed, DMGT will give adequate notice of the change by issuing an announcement through an RIS. Any changes to other times or dates indicated below shall, at DMGT's discretion, be notified in the same manner.
(8) The Court Hearing will be held at The High Court of Justice, Chancery Division, Companies Court, The Rolls Building, 7 Rolls Building, Fetter Lane, London, EC4A 1NL.
Related Shares:
DMGT.L