1st Apr 2010 09:39
This Notice is important and requires the immediate attention of Bondholders. If Bondholders are in any doubt as to the action they should take, they should contact their own independent financial advisers immediately.
This Notice does not constitute an offer to sell or a solicitation of an offer to buy any securities within the United States or to U.S. persons, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The Bonds (as defined below) have not and will not be registered under the U.S. Securities Act of 1933 or any securities laws of any political subdivision of the United States. Accordingly, the Bonds may not be offered or sold in the United States or to U.S. persons or U.S. residents.
DAILY MAIL AND GENERAL TRUST PLC (incorporated in England and Wales with limited liability under the Companies Acts 1908-1917, registered number 184594) (the "Company") NOTICE OF A MEETING of the holders of those of the £349,703,000 5.75 per cent. Bonds due 2018 (ISIN: XS0170485204; COMMON CODE:17048520) of the Company presently outstanding (the "Bondholders" and the "Bonds" respectively)
NOTICE IS HEREBY GIVEN by the Company that a meeting (the "Meeting") of the Bondholders convened by the Company will be held at the offices of Freshfields Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HS on 4 May 2010 at 10 a.m. (London time) for the purpose of considering and, if thought fit, approving the Extraordinary Resolution set out below in accordance with the provisions of the trust deed dated 26 June 2003, as amended by a first supplemental trust deed dated 22 December 2009, (together, the "Trust Deed") in each case between the Company and HSBC Trustee (C.I.) Limited (the "Trustee") constituting the Bonds:
Extraordinary Resolution
"That this Meeting of the holders of the £349,703,000 5.75 per cent. Bonds due 2018 of Daily Mail and General Trust plc (the "Company") presently outstanding (the "Bonds" and the "Bondholders" respectively) constituted by the trust deed dated 26 June 2003, as amended by a first supplemental trust deed dated 22 December 2009, (together, the "Trust Deed") in each case between the Company and HSBC Trustee (C.I.) Limited (the "Trustee") constituting the Bonds hereby:
(1) assents to the modification of Condition 5 (Redemption and Purchase) of the Bonds contained in Schedule 2 of the Trust Deed by:
i. inserting the following after paragraph (b) (Redemption for Taxation
Purposes):
"(c) Redemption at the option of the Bondholders (Change of Control)
(A) A Put Event will be deemed to occur if:
(i) any person or any persons acting in concert (as defined in the United Kingdom's City Code on Takeovers and Mergers) or any person or persons acting on behalf of any such person(s) (other than, in each case, a Rothermere Person) (the Relevant Person) at any time directly or indirectly come(s) to own or acquire(s) such number of shares in the capital of the Issuer carrying more than 50 per cent. of the total voting rights attached to the issued or allotted share capital of the Issuer that are normally exercisable at a general meeting of the Issuer (such event being a Change of Control), provided that a Change of Control shall be deemed not to have occurred if all or substantially all of the shareholders of the Relevant Person are, or immediately prior to the event which would otherwise have constituted a Change of Control were, the shareholders of the Issuer with the same (or substantially the same) pro rata interest in the share capital of the Relevant Person as such shareholders have, or as the case may be, had in the share capital of the Issuer; and
(ii) on the date (the Relevant Announcement Date) that is the earlier of (x) the date of the first public announcement of the relevant Change of Control; and (y) the date of the earliest Relevant Potential Change of Control Announcement (if any), the Bonds carry from either of Moody's Investors Service Limited (Moody's) or Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) or any of their respective successors or any other rating agency (each a Substitute Rating Agency) of equivalent international standing specified by the Issuer (each, a rating agency):
(1) an investment grade credit rating (Baa3/BBB-, or equivalent, or better), and such rating from any such rating agency is within the Change of Control Period either downgraded to a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse) or withdrawn and is not within the Change of Control Period subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an investment grade credit rating by such rating agency; or
(2) a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse), and such rating from any such rating agency is within the Change of Control Period downgraded by one or more notches (for illustration, Ba1/BB+ to Ba2/BB being one notch) or withdrawn and is not within the Change of Control Period subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to its earlier credit rating or better by such rating agency; or
(3) no credit rating, and no rating agency assigns within the Change of Control Period an investment grade credit rating to the Bonds,
provided that if on the Relevant Announcement Date the Bonds carry a credit rating from more than one rating agency, at least one of which is investment grade, then sub-paragraph (1) only will apply; and
(iii) in making the relevant decision(s) referred to above, the relevant rating agency announces publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement.
(B) If a Put Event occurs, the holder of any Bond will have the option to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) such Bond on the Put Date (as defined below) at its principal amount together with interest accrued to but excluding the date of redemption or purchase. Such option shall operate as set out below.
(C) Promptly upon the Issuer becoming aware that a Put Event has occurred the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so required by the holders of at least one-quarter in nominal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of the Bondholders shall (subject in each case to being indemnified and/or secured to its satisfaction) give notice (a Put Event Notice) to the Bondholders in accordance with Condition 12 specifying the nature of the Put Event and the procedure for exercising the option contained in this Condition 5(c).
(D) To exercise the option to require the redemption or purchase of a Bond under this Condition 5(c), the holder of the Bond must deliver such Bond, at the specified office of any Paying Agent, at any time during normal business hours of the relevant Paying Agent falling within the period (the Put Period) of 45 days after a Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a Change of Control Put Notice). The Bond should be delivered together with all Coupons appertaining thereto maturing after the date which is seven days after the expiration of the Put Period (the Put Date), failing which the relevant Paying Agent will require payment of an amount equal to the face value of any such missing Coupon. Any amount so paid will be reimbursed to the Bondholder against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 11) at any time after such payment, but before the expiry of the period of five years from the Relevant Date (as defined in Condition 7) in respect of such Coupon, but not thereafter. The Paying Agent to which such Bond and Change of Control Put Notice are delivered will issue to the Bondholder concerned a non-transferable receipt in respect of the Bond so delivered. Payment in respect of any Bond so delivered will be made either (i) on the Put Date by transfer to the bank account (if any) specified in the relevant Change of Control Put Notice; or (ii) if no such bank account is so specified, on or after the Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Change of Control Put Notice, once given, shall be irrevocable. For the purposes of these Conditions, pending redemption or purchase of the relevant Bonds, non-transferable receipts issued pursuant to this Condition 5 (c) shall be treated as if they were Bonds. The Issuer shall redeem or, at its option, purchase (or procure the purchase of) the relevant Bonds on the Put Date unless previously redeemed and cancelled or purchased.
If 80 per cent. or more in nominal amount of the Bonds then outstanding on the day immediately prior to the Put Date have been redeemed pursuant to this Condition 5(c), the Issuer may, on not less than 30 or more than 60 days' notice to the Bondholders given within 30 days after the Put Date, redeem or purchase, at its option, the remaining Bonds as a whole at their principal amount together with interest accrued to but excluding the date of redemption or purchase.
If the rating designations employed by either of Moody's or S&P are changed from those which are described in paragraph (ii) of the definition of "Put Event" above, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee, the rating designations of Moody's or S&P or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody's or S&P and this Condition 5(c) shall be read accordingly.
The Trustee is under no obligation to ascertain whether a Put Event or Change of Control or any event which could lead to the occurrence of, or could constitute, a Put Event or Change of Control has occurred and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Put Event or Change of Control or such other event has occurred.
(E) In these Conditions:
Change of Control Period means the period commencing on the Relevant Announcement Date and ending 90 days after the occurrence of the Change of Control (or such longer period for which the Bonds are under consideration (such consideration having been announced publicly within the period ending 90 days after the occurrence of the Change of Control) for rating review or, as the case may be, rating by a rating agency, such period not to exceed 60 days after the public announcement of such consideration); and
Rothermere Person shall mean (i) The Viscount Rothermere or any close family member of the Viscount Rothermere (together, the Rothermere Family) or (ii) any trust or fund beneficially owned or controlled by, or established principally for the benefit of, any member of the Rothermere Family or (iii) any body corporate or partnership, directly or indirectly controlled by any member of the Rothermere Family or by any trust or fund beneficially owned or controlled by, or established principally for the benefit of, any member of the Rothermere Family or by any member of the Rothermere Family and such trust and/or fund jointly; and
Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any advisor thereto relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs."
ii. deleting the heading of paragraph (c) (Purchases) and replacing it with the
following:
"(d) Purchases"; and
iii. deleting the heading of paragraph (d) (Cancellation) and replacing it with
the following:
"(e) Cancellation".
(2) sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Company, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph (1) of this Resolution and their implementation;
(3) authorises, directs, requests and empowers the Trustee (i) to concur in the modifications referred to in paragraph (1) of this Resolution and, in order to give effect thereto and to implement the same, to execute a second supplemental trust deed in the form of the draft produced to this Meeting and for the purpose of identification signed by the Chairman thereof with such non-material amendments (if any) thereto as the Trustee shall require and (ii) to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate or desirable in its sole opinion to carry out and give effect to this Resolution and the implementation of the modifications referred to paragraph (1) of the Resolution; and
(4) discharges and exonerates the Trustee from all Liability (as defined in the Trust Deed) for which it may have become or may become responsible under the Trust Deed or the Bonds in respect of any act or omission in connection with the modifications referred to in paragraph (1) of this Resolution, their implementation or this Resolution and its implementation."
Summary and purpose of proposed modifications
Pursuant to an Exchange Offer Memorandum dated 4 December 2009, the Company invited holders of its then outstanding £300,000,000 7.5 per cent. bonds due 2013 (ISIN: XS0109428705, the "2013 Bonds") to offer to exchange (initially) up to £140,000,000 of the 2013 Bonds for new bonds to be issued by the Company (to be consolidated and to form a single series with the bonds that are the subject of the above Notice of Meeting (together the "2018 Bonds")) (the "Exchange Offer").
As a part of the Exchange Offer, the Company stated that, provided that at least £50,000,000 in aggregate principal amount of the 2013 Bonds were offered for exchange and were accepted for exchange by the Company pursuant to the Exchange Offer, it intended to take all reasonable steps to effect an amendment of the terms and conditions of the 2018 Bonds in order to provide holders of the 2018 Bonds with an option to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) the 2018 Bonds at their principal amount (together with accrued interest) in the event that a change of control occurs in respect of the Issuer (the "Change of Control Put Option Proposal").
Under the Exchange Offer, holders offered an aggregate principal amount of £ 192,720,000 of the 2013 Bonds for exchange, of which an aggregate principal amount of £143,500,000 of 2013 Bonds was accepted for exchange by the Company for an aggregate principal amount of £174,703,000 of new 2018 Bonds.
On 3 February 2010, upon expiry of the 40 day exchange period, the temporary global bond of the new 2018 Bonds was exchanged for the permanent global bond of the new 2018 Bonds and the new 2018 Bonds were consolidated with the originally issued 2018 Bonds to form a single series of 2018 Bonds with an aggregate principal amount of £349,703,000.
Accordingly, the Company is convening the Meeting, notice of which is set out above, to provide holders of the 2018 Bonds (including those whose 2013 Bonds were accepted for exchange in the Exchange Offer) with the opportunity to implement the Change of Control Put Option Proposal by considering, and if thought fit passing, the Extraordinary Resolution set out in the above Notice of Meeting.
The attention of holders of the 2018 Bonds is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting, which is set out in " Voting and quorum" below.
The Trustee has not been involved in the formulation of the proposals set out in this Notice and, in accordance with normal practice, the Trustee expresses no opinion on the merits of the proposed modifications to the Trust Deed, including the Conditions, which are the subject of the Resolution, or of the Resolution, but has authorised it to be stated that, on the basis of the information set out in this Notice, the Trustee has no objection to the Extraordinary Resolution being submitted to the Bondholders for their consideration. The Trustee recommends that holders of the 2018 Bonds who are unsure of the impact of such proposed modifications seek their own independent advice.
Voting and quorum
The provisions governing the convening and holding of the Meeting are set out in the Fourth Schedule (Provisions for Meetings of Holders) to the Trust Deed, a copy of which is available for inspection by the Bondholders during normal business hours at the specified office of the Paying Agent set out below.
For the purposes of the Meeting, a "Bondholder" shall mean (i) in the case of 2018 Bonds held through Clearstream, Luxembourg or Euroclear, each person who is for the time being shown in the records of Clearstream, Luxembourg or Euroclear as the holder of a particular principal amount of the 2018 Bonds and (ii) in any other case, each person who is for the time being the bearer of one or more 2018 Bonds.
A Bondholder wishing to attend and vote at the Meeting in person must produce at the Meeting either the Bond(s) or a valid voting certificate or valid voting certificates issued by the Paying Agent relating to the 2018 Bond(s) in respect of which he wishes to vote.
A Bondholder wishing to vote, but not wishing to attend the Meeting in person, may either deliver his 2018 Bond(s) or valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction either on a voting instruction form (obtainable from the specified offices of the Paying Agent set out below) or in accordance with the procedures of Euroclear or Clearstream, Luxembourg.
Bondholders who hold their 2018 Bonds through a clearing system and wish to vote at, but not attend, the Meeting should contact the relevant clearing system (or their accountholder, if applicable) to arrange for another person nominated by them to be appointed as proxy to attend and vote at the Meeting on their behalf or make arrangements for the votes relating to their 2018 Bonds to be cast on their behalf by or on behalf of the Paying Agent. Bondholders must have made arrangements to vote with the relevant clearing system (through their accountholder, if applicable) in time for the relevant clearing system to arrange for the Bondholders' nominee to be appointed as proxy not later than 48 hours before the time appointed for holding the Meeting.
A Bondholder who wishes to obtain a voting certificate or give voting instructions in respect of his Bond(s) must first either (a) arrange for his 2018 Bond(s) to be deposited and held at the specified offices of the Paying Agent set out below (to the satisfaction of the Paying Agent) or (b) where his 2018 Bond(s) is/are held through Clearstream, Luxembourg and/or Euroclear, request the relevant clearing system to block the Bonds in his own account and to hold the same to the order or under the control of the Paying Agent not later than 48 hours before the time appointed for holding the Meeting.
2018 Bonds so deposited and held or so blocked will not be released until the earlier of:
(a) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and
(b) (i) in respect of (a) voting certificate(s), the surrender to the Paying Agent of such voting certificate(s) and (if applicable) the notification by the Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or
(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of the Meeting) is convened, either (I) in the case of deposited Bonds, the surrender to the Paying Agent of the voting receipt issued in respect of such deposited Bonds or (II) in the case of blocked Bonds, the notification in writing of any revocation of a Bondholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer at least 24 hours before the time appointed for holding the Meeting and (if applicable) such Bonds ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the Paying Agent to be held to its order or under its control.
The quorum required at the Meeting is one or more persons present holding Bonds or voting certificates or being proxies and holding or representing in the aggregate not less than two-thirds in principal amount of the Bonds for the time being outstanding. If a quorum is not present at the Meeting within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) from the time initially fixed for the Meeting, it will be adjourned until such date not less than 13 clear days and not more than 42 days later, and time and place as the Chairman may decide and as may be approved by the Trustee and the Resolution will be considered at such adjourned Meeting (notice of which will be given by the Issuer to the Bondholders in accordance with the Trust Deed and the Conditions). The quorum at such an adjourned Meeting will be one or more persons present holding Bonds or voting certificates or being proxies and holding or representing in the aggregate not less than one-third of the principal amount of the Bonds for the time being outstanding. If a quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) from the time fixed for a meeting so adjourned, the Chairman may either (with the approval of the Trustee) dissolve such adjourned meeting or adjourn the same as aforesaid (but without any maximum number of clear days).
Bondholders should note this high quorum requirement and should be aware that, if the Bondholders either present or appropriately represented at the Meeting are insufficient to form a quorum, the Resolution cannot be formally considered thereat. Bondholders are therefore encouraged either to attend the Meeting in person or to arrange to be represented at the Meeting as soon as possible.
Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting, the Issuer, the Trustee or one or more persons representing 2 per cent. of the principal amount of the Bonds. On a show of hands every person who is present in person and produces a Bond or voting certificate or is a proxy or representative shall have one vote. On a poll every person who is so present shall have one vote in respect of each £1 in principal amount of the Bonds so produced or represented by the voting certificate so produced or in respect of which he is a proxy or representative.
To be passed, the Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Resolution will be binding upon all the Bondholders, whether or not present at such Meeting and whether or not voting.
Bondholders should contact the Paying Agent or the relevant Clearing Systems at the addresses given below for further information on voting at the Meeting:
Paying Agent HSBC Bank plc 8 Canada Square London E14 5HQ Contact: Manager, Paying Agency, Corporate Trust and Loan Agency Telephone: +44 207 992 5156 Fax: +44 207 260 8932 Clearing Systems Euroclear Clearstream, Luxembourg E-mail: [email protected] E-mail: [email protected] Trustee HSBC Trustee (C.I.) Limited 1 Grenville Street St. Helier Jersey JE4 9PF Channel Islands This Notice is given by:Daily Mail and General Trust plcNorthcliffe House2 Derry StreetKensingtonLondon W8 5TTDated 1 April 2010
DAILY MAIL & GENERAL TRUST PLCRelated Shares:
DMGT.L