27th Aug 2021 12:34
Daily Mail and General Trust plc (DMGT) Completion of Cazoo business combination with AJAX I 27-Aug-2021 / 12:34 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. 27 August 2021
Daily Mail and General Trust plc ('DMGT')
Completion of Cazoo business combination with AJAX I
DMGT notes the announcement made by Cazoo, the online car retailer, of the completion of its business combination with AJAX I ('AJAX'), a publicly-traded special purpose acquisition company ('SPAC') listed on the New York Stock Exchange ('NYSE'). AJAX and Cazoo have combined under a new holding company, Cazoo Group Ltd ('Cazoo Group')¹, which will be listed on the NYSE under the new ticker symbol 'CZOO' with effect from 2.30pm UK time today, 27 August 2021.
Following the combination, DMGT holds approximately 132.6m shares in Cazoo Group, equivalent to approximately 17% of the common stock on a fully diluted basis. Lock-up restrictions are expected to apply for up to six months from 26 August 2021. In addition, as part of the business combination and listing process, DMGT has received US$5m net cash².
Paul Zwillenberg, CEO of DMGT, said: "We are very pleased with the rapid progress Cazoo has made. The listing marks another significant milestone for DMGT and we are delighted with the substantial capital appreciation on our £117m investment."
Possible major reorganisation of DMGT and conditional special distribution Completion of the business combination of Cazoo and AJAX is one of the pre-conditions³ of the possible offer ('Possible Offer') by Rothermere Continuation Limited ('RCL') for DMGT set out in the announcement on 12 July 2021 of a possible major reorganisation of the Group (the 'Reorganisation Announcement'), which can be found at www.dmgt.com/investors.
As stated in the Reorganisation Announcement, conditional upon the Possible Offer being made and becoming or being declared unconditional, DMGT intends to declare a special distribution that would include a distribution of DMGT's Cazoo shares⁴.
About DMGT DMGT manages a portfolio of companies that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment. The Group takes a long-term approach to investment and has market-leading positions in consumer media, insurance risk, property information and events & exhibitions. In total, DMGT generates revenues of around £1.2bn.
About Cazoo (www.cazoo.co.uk) Cazoo's mission is to transform the car buying and selling experience across the UK and Europe by providing better selection, transparency, convenience and peace of mind. Cazoo aims to make buying or selling a car no different to ordering any other product online, where consumers can simply and seamlessly buy, sell, finance or subscribe to a car entirely online for delivery or collection in as little as 72 hours. Cazoo was founded in 2018 by serial entrepreneur Alex Chesterman OBE and is backed by some of the leading global technology investors.
Notes
Capitalised terms used in footnotes 3 and 4 have the meanings given to them in the Reorganisation Announcement.
1 Lord Rothermere, Chairman of DMGT, was an existing Non-Executive Director of Cazoo prior to the business combination and will continue to serve as a Non-Executive Director of Cazoo Group.
2 DMGT invested c.US$25m through participation in the private investment in public equity ('PIPE') and received c.US$30m cash proceeds from the business combination on closing.
3 The possible offer for DMGT by RCL is subject to the following pre-conditions: completion of confirmatory due diligence by RCL to the satisfaction of RCL; RMS Completion; Cazoo Completion; and reaching a position with the trustees of DMGT's three pension schemes which is reasonably satisfactory to DMGT and RCL to ensure that the pension schemes are not adversely affected by the Reorganisation process and, in particular, by the settlement of the Special Dividend.The pre-condition under (a) is waivable at the option of RCL. Pre-conditions under (b), (c) and (d) are not waivable.
4 The Cazoo Share component of the Special Dividend will be subject to (i) an adjustment to accommodate an estimate of any tax liabilities of DMGT arising in connection with the distribution of the Cazoo Share component (if any); and (ii) a constitutional lock-up of up to six months after Cazoo Completion. Settlement of the Cazoo Share component of the Special Dividend will not be able to occur until that lock-up period has expired and will be subject to any US securities law restrictions, including customary blackout periods relating to releases of Cazoo's results and other material non-public information, which may apply at the time.
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| ISIN: | GB00BJQZC279 |
| Category Code: | PFU |
| TIDM: | DMGT |
| LEI Code: | 4OFD47D73QFJ1T1MOF29 |
| OAM Categories: | 3.1. Additional regulated information required to be disclosed under the laws of a Member State |
| Sequence No.: | 120944 |
| EQS News ID: | 1229469 |
| End of Announcement | EQS News Service |
UK Regulatory announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
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