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Indicative Results of Tender Offer

13th Dec 2013 11:07

DAILY MAIL & GENERAL TRUST PLC - Indicative Results of Tender Offer

DAILY MAIL & GENERAL TRUST PLC - Indicative Results of Tender Offer

PR Newswire

London, December 13

Daily Mail and General Trust plc Announces Indicative Results of Tender Offers 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 THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT 13 December 2013. Daily Mail and General Trust plc (the Company) announces today the indicative results of 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 such invitation an Offer and together the Offers). The Offers were announced on 4 December 2013, and each Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 4 December 2013 (the Tender Offer Memorandum) prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 12 December 2013. In the event that the Company decides to accept valid tenders of 2018 Bonds and/or 2021 Bonds pursuant to the Offers, the Company expects to set the Final Acceptance Amount at £106,102,000. Indicative (Non-Binding) Results of the Offer for the 2018 Bonds As at the Expiration Deadline, £54,354,000 in aggregate nominal amount of 2018 Bonds had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £78,786,000 in aggregate nominal amount of 2018 Bonds had been tendered for purchase pursuant to Competitive Tender Instructions. In the event that the Company decides to accept valid tenders of 2018 Bonds pursuant to the Offers, the Company expects to set the Series Acceptance Amount in respect of the 2018 Bonds at £49,702,000 and expects to set the 2018 Bonds Purchase Spread at the Maximum Purchase Spread in respect of the 2018 Bonds, being +205 bps. Accordingly, the Company expects to accept for purchase all 2018 Bonds tendered pursuant to valid Non-Competitive Tender Instructions, subject to a Scaling Factor of 91.583 per cent., and does not expect to accept for purchase any 2018 Bonds tendered pursuant to Competitive Tender Instructions. Final pricing for the Offer in respect of the 2018 Bonds will take place at oraround 2.00 p.m. (London time) today, 13 December 2013 (the Pricing Time). Assoon as reasonably practicable after the Pricing Time, the Company willannounce whether it will accept valid tenders of 2018 Bonds pursuant to suchOffer and, if so accepted, (a) the Final Acceptance Amount, (b) the SeriesAcceptance Amount in respect of the 2018 Bonds, (c) the 2018 Benchmark SecurityRate, (d) the 2018 Bonds Purchase Spread, (e) the 2018 Bonds Purchase Yield,(f) the Purchase Price in respect of the 2018 Bonds and (g) the Scaling Factorin respect of the 2018 Bonds (if applicable). The Settlement Date in respect ofthose 2018 Bonds accepted for purchase is expected to be 18 December 2013. Indicative (Non-Binding) Results of the Offer for the 2021 Bonds As at the Expiration Deadline, £26,720,000 in aggregate nominal amount of 2021 Bonds had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £62,980,000 in aggregate nominal amount of 2021 Bonds had been tendered for purchase pursuant to Competitive Tender Instructions. In the event that the Company decides to accept valid tenders of 2021 Bonds pursuant to the Offers, the Company expects to set the Series Acceptance Amount in respect of the 2021 Bonds at £56,400,000 and expects to set the 2021 Bonds Purchase Spread at 175 bps. Accordingly, the Company expects to accept for purchase (a) all 2021 Bonds tendered pursuant to (i) valid Non-Competitive Tender Instructions or (ii) valid Competitive Tender Instructions that specified a purchase spread greater than the 2021 Bonds Purchase Spread, in full (with no scaling), and (b) all 2021 Bonds tendered pursuant to Competitive Tender Instructions that specified a purchase spread equal to the 2021 Bonds Purchase Spread, subject to a Scaling Factor of 35.620 per cent. The Company does not expect to accept for purchase 2021 Bonds tendered pursuant to Competitive Tender Instructions that specified a purchase spread less than the 2021 Bonds Purchase Spread. Final pricing for the Offer in respect of the 2021 Bonds will take place at thePricing Time. As soon as reasonably practicable after the Pricing Time, theCompany will announce whether it will accept valid tenders of 2021 Bondspursuant to such Offer and, if so accepted, (a) the Final Acceptance Amount,(b) the Series Acceptance Amount in respect of the 2021 Bonds, (c) the 2021Benchmark Security Rate, (d) the 2021 Bonds Purchase Spread, (e) the 2021 BondsPurchase Yield, (f) the Purchase Price in respect of the 2021 Bonds and (g) theScaling Factor in respect of the 2021 Bonds (if applicable). The SettlementDate in respect of those 2021 Bonds accepted for purchase is expected to be 18December 2013. HSBC Bank plc is acting as Dealer Manager for the Offers and Lucid IssuerServices Limited is acting as Tender Agent. 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] 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 Offer Memorandum. No offer or invitation to acquire any Bonds is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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