Scheme of Arrangement

Not for release, publication or distribution, in whole or in part, directly orindirectly in or into or from any jurisdiction where to do so would constitutea violation of the relevant laws of such jurisdiction. FOR IMMEDIATE RELEASE 14 August 2013 RECOMMENDED SCHEME 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 The directors of RCL and the Independent DMGT Directors announce the terms of arecommended scheme for the reorganisation of the share capital of DMGTresulting in the holding by RCL of the issued ordinary voting share capital ofDMGT not already owned by RCL (and therefore the entire issued ordinary votingshare capital of DMGT). Summary * The Scheme relates only to the DMGT Ordinary Shares not already owned by RCL. The Scheme does not involve the holders of DMGT A Shares other than RCL and parties connected with RCL. * If effected, the Scheme would result in the holding by RCL of the issued ordinary voting share capital of DMGT not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT) and the holding by Relevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio: For every 100 DMGT Ordinary Shares held: 112.5 DMGT A Shares * As announced by DMGT on 1 July 2013, RCL entered into an agreement with EH Settlement pursuant to which EH Settlement agreed to transfer all of the 5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange for 6,564,409 DMGT A Shares owned by RCL at an exchange ratio of 112.5 DMGT A Shares for every 100 DMGT Ordinary Shares. That exchange was completed on 12 July 2013. Accordingly, RCL now owns 17,738,163 DMGT Ordinary Shares representing 89.2 per cent. of the issued DMGT Ordinary Shares.‬ * The Scheme provides an opportunity for the Relevant DMGT Ordinary Shareholders, who hold 2,148,309 (in aggregate) DMGT Ordinary Shares, to hold instead DMGT A Shares at the same ratio as was agreed between RCL and EH Settlement. * Based on the Closing Price of a DMGT A Share of 820 pence on 13 August 2013 (being the last Business Day prior to the date of this announcement), the Scheme represents a value per Relevant DMGT Ordinary Share of 923 pence. This represents a premium of 39 per cent. based on the Closing Price of the DMGT Ordinary Shares on the last Business Day prior to the date of this announcement and a premium of 59 per cent. based on the Closing Price of the DMGT Ordinary Shares 31 days prior to the offer period. * Based on information currently held by DMGT and RCL, RCL and parties presumed by the Panel to be acting in concert with it are together interested in approximately 18,316,783 DMGT Ordinary Shares, representing approximately 92.1 per cent. of the DMGT Ordinary Shares in issue, and approximately 86,915,079 DMGT A Shares, representing approximately 23.3 per cent. of the DMGT A Shares in issue. * Further information about the Scheme will be set out in the Scheme Document. * RCL is a holding company incorporated in Bermuda. The main asset of the company is an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned by a trust (the "Trust") which is held for the benefit of Viscount Rothermere and his immediate family. Both RCL and the Trust are administered in Jersey, in the Channel Islands. The directors of RCL, of which there are seven, include two directors of DMGT, namely Viscount Rothermere and Mr John Hemingway. * RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has therefore controlled DMGT, for many years. RCL's holding of 100 per cent. of the DMGT Ordinary Shares pursuant to the Scheme will not affect its intention that DMGT should continue to be managed in accordance with best corporate governance practice for the benefit of all shareholders, as has been the case throughout the period of RCL's control. In particular, RCL's intention is that DMGT will: continue to observe the Listing Principles in their current form; continue to maintain a securities dealing code for certain of its employees in the form of the Model Code in its current form; continue to observe the UK Corporate Governance Code on a `comply or explain' basis; and have an appropriate number of independent non-executive directors on its board. It is also intended by RCL that DMGT's independent directors at the time will take decisions on behalf of DMGT in relation to any proposed transaction between DMGT and RCL or between DMGT and an associate of RCL where any such proposed transaction would have been a related party transaction under Chapter 11 of the Listing Rules in its current form. RCL has indicated to DMGT that its intentions for DMGT's governance are long term in nature and that it would discuss with the Board of DMGT any material change in its intentions. * It is intended that the Scheme will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006. It is expected that the Scheme Document containing further information about the Scheme will be published within 28 days of the date of this announcement (unless agreed otherwise with the Panel) and that, if approved, the Scheme will become effective during the fourth quarter of 2013. Rationale for the Scheme and Recommendation * DMGT has two classes of share capital: the DMGT Ordinary Shares (representing approximately 5 per cent. of the total issued share capital of DMGT), which are tightly held, illiquid and have a limited free float, and the DMGT A Shares (representing approximately 95 per cent. of the total issued share capital of DMGT), which are widely held and traded. Both the DMGT Ordinary Shares and the DMGT A Shares are listed on the London Stock Exchange (the DMGT A Shares with a standard listing and the DMGT Ordinary Shares with a premium listing) and rank pari passu in all respects, save that only the DMGT Ordinary Shares carry the right to receive notice of or attend or vote at any general meeting. * Following the FCA consultation paper (CP 12/25) issued in October 2012, the Independent DMGT Directors and the directors of RCL consider there is a risk that the FCA will downgrade the listing status of the DMGT Ordinary Shares from premium to standard or cancel the listing of the DMGT Ordinary Shares altogether. Consequently, RCL is proposing the Scheme to Relevant DMGT Ordinary Shareholders in order to provide them with the opportunity to hold, instead of the Relevant DMGT Ordinary Shares, the significantly more liquid DMGT A Shares. * The Relevant DMGT Ordinary Shareholders have the ability to capture a 58 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 28 June 2013; a 45 per cent. premium to the volume weighted average price of the DMGT Ordinary Shares over the last twelve months; and a 39 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 13 August 2013, the Business Day prior to the date of this announcement. * The Independent DMGT Directors, who have been so advised by Lazard, consider the terms of the Scheme to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the Independent DMGT Directors. Accordingly, the Independent DMGT Directors intend unanimously to recommend that DMGT Ordinary Shareholders vote in favour of the Scheme as Martin Morgan and David Verey, the only Independent DMGT Directors who hold DMGT Ordinary Shares, have irrevocably undertaken to do in respect of their own holdings of 7,264 Relevant DMGT Ordinary Shares in aggregate, representing approximately 0.04 per cent. of the DMGT Ordinary Shares and 0.34 per cent. of the Relevant DMGT Ordinary Shares in issue on 13 August 2013 (being the last Business Day prior to the date of this announcement). Further details of these irrevocable undertakings, together with details of the letter of intent given by Aviva Investors Global Services Limited, are set out on page 12 of this announcement. This summary should be read in conjunction with, and is subject to, thefollowing full announcement and the Appendices. The Scheme will be subject tothe Conditions and further principal terms set out in this announcement and tothe full terms and conditions which will be set out in the Scheme Document.Appendix 2 to this announcement contains bases and sources of certaininformation contained in this announcement. Certain terms used in thisannouncement are defined in Appendix 3 to this announcement. 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 ShottCyrus Kapadia Brunswick Group LLP (Public Relations Adviser to DMGT) +44 20 7404 5959Kim FletcherCharlie Potter IMPORTANT NOTES This announcement is not intended to and does not constitute, or form part of,any offer or invitation to sell or purchase any securities or the solicitationof any offer to purchase, otherwise acquire, subscribe for, sell or otherwisedispose of any security pursuant to the Scheme or otherwise. The Scheme will beeffected solely through the Scheme Document which will contain the full termsand conditions of the Scheme. Any decision in respect of, or other response to,the Scheme should be made only on the basis of the information contained insuch document. In particular, this announcement is not an offer of securities for sale in theUnited States. The Scheme and the DMGT A Shares which will be held by theRelevant DMGT Ordinary Shareholders if the Scheme is effected, have not been,and will not be, registered under the Securities Act, or under the securitieslaw of any state, district or other jurisdiction of the United States,Australia, Canada or Japan and no regulatory clearance in respect of the DMGT AShares has been, or will be, applied for in any jurisdiction other than the UK.The DMGT A Shares may not be offered or sold in the United States absentregistration under the Securities Act or an exemption from registration. It isexpected that the Scheme will be effected in reliance upon the exemption fromthe registration requirements of the Securities Act provided by Section 3(a)(10) thereof. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and/or regulation andtherefore any persons who are subject to the laws and regulations of anyjurisdiction other than the United Kingdom should inform themselves about, andobserve, any applicable requirements. Any failure to comply with the applicablerequirements may constitute a violation of the laws and/or regulations of anysuch jurisdiction. To the fullest extent permitted by applicable law, thecompanies and persons involved in the Scheme disclaim any responsibility andliability for the violation of such restrictions by any person. In particular, copies of this announcement and any formal documentationrelating to the Scheme are not being, and must not be, directly or indirectly,in whole or in part, mailed or otherwise forwarded, distributed or sent in orinto or from any Restricted Jurisdiction and persons receiving such documents(including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send it, in whole or in part, in or into or from anyRestricted Jurisdiction. The availability of the Scheme to persons who are not resident in the UnitedKingdom may be restricted by the laws and/or regulations of the relevantjurisdictions in which they are located. The Scheme will not be made available,directly or indirectly, in, into or from any jurisdiction where to do so wouldviolate the laws in that jurisdiction. Any persons who are subject to the lawsand regulations of any jurisdiction other than the United Kingdom should informthemselves about, and observe, any applicable requirements. Any failure tocomply with the applicable requirements may constitute a violation of the lawsand/or regulations of any such jurisdiction. Further details in relation tooverseas shareholders will be contained in the Scheme Document. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside of England. You may request a hard copy of this announcement by contacting Fran Sallas,Assistant Company Secretary, DMGT, on +44 (0) 20 3615 2904 . You may alsorequest that all future documents, announcements and information to be sent toyou in relation to the Scheme should be in hard copy form. Publication on website A copy of this announcement and other documents in connection with the Schemewill, subject to certain restrictions, be available for inspection on DMGT'swebsite at www.dmgt.com no later than 12 noon (London time) on the dayfollowing this announcement. The contents of the websites referred to in thisannouncement are not incorporated into, and do not form part of, thisannouncement. Notice to US holders of DMGTOrdinary Shares The Scheme relates to the securities of a UK company and is proposed to beeffected by means of a scheme of arrangement provided for under the laws ofEngland and Wales. A transaction effected by means of a scheme of arrangementis not subject to the US tender offer rules. Accordingly, the Scheme is subjectto UK disclosure requirements and practices applicable in the United Kingdom toschemes of arrangement, which are different from the disclosure and otherrequirements of the US securities laws. The financial information included inthis announcement has been prepared in accordance with accounting standardsapplicable in the United Kingdom and thus may not be comparable to financialinformation of US companies or companies whose financial statements areprepared in accordance with generally accepted accounting principles in theUnited States. It may be difficult for US holders of DMGT Ordinary Shares to enforce theirrights and any claim arising out of the US federal securities laws, since RCLand DMGT are located in non-US jurisdictions, and some or all of their officersand directors may be residents of non-US jurisdictions. US holders of DMGTOrdinary Shares may not be able to sue a non-US company or its officers ordirectors in a non-US court for violations of the US securities laws. Further,it may be difficult to compel a non-US company and its affiliates to subjectthemselves to a US court's judgement. Rothschild Rothschild, which is authorised by the Prudential Regulation Authority andregulated in the UK by the FCA and the Prudential Regulation Authority, isacting exclusively for RCL and no one else in connection with the Scheme andwill not be responsible to anyone other than RCL for providing the protectionsafforded to clients of Rothschild or for providing advice in relation to theScheme or any other matters referred to in this announcement. NeitherRothschild nor any of its associates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, intort, under statute or otherwise) to any person who is not a client ofRothschild in connection with any statement contained herein or otherwise. Lazard Lazard, which is authorised and regulated in the UK by the FCA, is actingexclusively as financial adviser to the Independent DMGT Directors and no oneelse in connection with the Scheme and will not be responsible to anyone otherthan Independent DMGT Directors for providing the protections afforded toclients of Lazard or for providing advice in relation to the Scheme or anyother matters referred to in this announcement. Neither Lazard nor any of itsaffiliates owes or accepts any duty, liability or responsibility whatsoever(whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Lazard in connection with anystatement contained herein or otherwise. Cautionary note regarding forward-looking statements This announcement contains certain statements which are, or may be deemed tobe, "forward-looking statements" with respect to, for example, the financialcondition, results of operations and business of DMGT and certain plans andobjectives of RCL with respect thereto. These forward-looking statements can beidentified by the fact that they do not relate only to historical or currentfacts. Forward-looking statements often, but not always, use words such as"anticipate", "target", "expect", "estimate", "intend", "plan", "goal","believe", "hope", "aims", "continue", "will", "may", "should", "would","could", or other words of similar meaning. Such statements are qualified intheir entirety by the inherent risks and uncertainties surrounding futureexpectations. These statements are based on assumptions and assessments made byDMGT and/or RCL in light of their experience and their perception of historicaltrends, current conditions, future developments and other factors they believeappropriate. By their nature, forward-looking statements involve risk anduncertainty, because they relate to events and depend on circumstances thatwill occur in the future and the factors described in the context of suchforward-looking statements in this announcement could cause actual results anddevelopments to differ materially from those expressed in or implied by suchforward-looking statements. Although it is believed that the expectationsreflected in such forward-looking statements are reasonable, no assurance canbe given that such expectations will prove to have been correct and you aretherefore cautioned not to place undue reliance on these forward-lookingstatements which speak only as at the date of this announcement. Neither DMGTnor RCL assumes any obligation to update or correct the information containedin this announcement (whether as a result of new information, future events orotherwise), except as required by applicable law. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward-looking statements. Among thefactors that could cause actual results to differ materially from thosedescribed in the forward-looking statements are changes in the global,political, economic, business, competitive, market and regulatory forces,future exchange and interest rates, changes in tax rates and future businesscombinations or dispositions. No profit forecast No statement in this announcement is intended as a profit forecast or a profitestimate and no statement in this announcement should be interpreted to meanthat earnings per DMGT Ordinary Share or DMGT A Share for the current or futurefinancial years would necessarily match or exceed the historical publishedearnings per DMGT Ordinary Share or DMGT A Share respectively. Dealing Disclosure Requirements Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent.or more of any class of relevant securities of an offeree company or of anypaper offeror (being any offeror other than an offeror in respect of which ithas been announced that its offer is, or is likely to be, solely in cash) mustmake an Opening Position Disclosure following the commencement of the offerperiod and, if later, following the announcement in which any paper offeror isfirst identified. An Opening Position Disclosure must contain details of the person's interestsand short positions in, and rights to subscribe for, any relevant securities ofeach of (i) the offeree company and (ii) any paper offeror(s). An OpeningPosition Disclosure by a person to whom Rule 8.3(a) applies must be made by nolater than 3.30 pm (London time) on the 10th business day following thecommencement 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 anypaper offeror is first identified. Relevant persons who deal in the relevantsecurities of the offeree company or of a paper offeror prior to the deadlinefor making an Opening Position Disclosure must instead make a DealingDisclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interestedin 1 per cent. or more of any class of relevant securities of the offereecompany or of any paper offeror must make a Dealing Disclosure if the persondeals in any relevant securities of the offeree company or of any paperofferor. A Dealing Disclosure must contain details of the dealing concerned andof 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 paperofferor, save to the extent that these details have previously been disclosedunder Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies mustbe made by no later than 3.30 pm (London time) on the business day followingthe 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 relevantsecurities of an offeree company or a paper offeror, they will be deemed to bea single person for the purpose of Rule 8.3. Dealing Disclosures must be made by the offeree company, by any offeror and byany 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 relevantsecurities Dealing Disclosures must be made can be found in the DisclosureTable on the Panel's website at www.thetakeoverpanel.org.uk, including detailsof the number of relevant securities in issue, when the offer period commencedand when any offeror was first identified. If you are in any doubt as towhether you are required to make a Dealing Disclosure, you should contact thePanel's Market Surveillance Unit on +44 (0)20 7638 0129. Not for release, publication or distribution, in whole or in part, directly orindirectly in or into or from any jurisdiction where to do so would constitutea violation of the relevant laws of such jurisdiction. RECOMMENDED SCHEME of DMGT resulting in the holding by 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 1. Introduction The directors of RCL and the Independent DMGT Directors announce the terms of arecommended scheme for the reorganisation of the share capital of DMGTresulting in the holding by RCL of the issued ordinary voting share capital ofDMGT not already owned by RCL (and therefore the entire issued ordinary votingshare capital of DMGT). The Scheme relates only to the DMGT Ordinary Shares not already owned by RCLand does not involve the holders of DMGT A Shares other than RCL and partiesconnected with RCL. 2. The Scheme If effected, the Scheme would result in the holding by RCL of the issuedordinary voting share capital of DMGT not already owned by RCL (and thereforethe entire issued ordinary voting share capital of DMGT) and the holding byRelevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio: For every 100 DMGT Ordinary Shares held: 112.5 DMGT A Shares and so in proportion for any greater or lesser number of DMGT Ordinary Sharesheld. Entitlements to DMGT A Shares under the Scheme will be rounded down tothe nearest whole DMGT A Share. The Scheme relates to the 2,148,309 DMGT Ordinary Shares not already owned byRCL. Based on the Closing Price of a DMGT A Share of 820 pence on 13 August2013 (being the last Business Day prior to the date of this announcement), theScheme represents a value per Relevant DMGT Ordinary Share of 923 pence. The Scheme is being made available only to DMGT Ordinary Shareholders and, withthe consent of the Panel, will not be made available to DMGT A Shareholders. It is expected that the Scheme Document will be published within 28 days of thedate of this announcement and that, if approved, the Scheme will becomeeffective during the fourth quarter of 2013. The Scheme will be conditional upon the Conditions being fulfilled by not laterthan the Long Stop Date. Further details on the Conditions are set out inAppendix 1 to this announcement. 3. Recommendation The Independent DMGT Directors, who have been so advised by Lazard, considerthe terms of the Scheme to be fair and reasonable. In providing its advice,Lazard has taken into account the commercial assessments of the IndependentDMGT Directors. Accordingly, the Independent DMGT Directors intend unanimouslyto recommend that DMGT Ordinary Shareholders vote in favour of the Scheme atthe Court Meeting and the resolution to be proposed at the General Meeting asMartin Morgan and David Verey, the only Independent DMGT Directors who own DMGTOrdinary Shares, have irrevocably undertaken to do in respect of their ownholdings of 7,264 DMGT Ordinary Shares in aggregate, representing approximately0.04 per cent. of the DMGT Ordinary Shares and 0.34 per cent. of the RelevantDMGT Ordinary Shares in issue on 13 August 2013 (being the last Business Dayprior to the date of this announcement). Further details of these irrevocableundertakings, together with details of the letter of intent given by AvivaInvestors Global Services Limited, are set out on page 12 of this announcement.In giving this recommendation, the Independent DMGT Directors have taken intoaccount, inter alia, RCL's intentions in relation to the ongoing governance ofDMGT (see section 9 below), the premium being offered to the Relevant DMGTOrdinary Shareholders, and the liquidity of the DMGT Ordinary Shares and theDMGT A Shares. The Relevant DMGT Ordinary Shareholders have the ability to capture a 58 percent. premium based on the Closing Price of the DMGT Ordinary Shares on 28 June2013; a 45 per cent. premium to the volume weighted average price of the DMGTOrdinary Shares over the last twelve months; and a 39 per cent. premium basedon the Closing Price of the DMGT Ordinary Shares on 13 August 2013, theBusiness Day prior to the date of this announcement. 4. Background to and reasons for the Scheme DMGT has two classes of share capital: the DMGT Ordinary Shares (representingapproximately 5 per cent. of the total issued share capital of DMGT) and theDMGT A Shares (representing approximately 95 per cent. of the total issuedshare capital of DMGT). Both the DMGT Ordinary Shares and the DMGT A Shares arelisted on the London Stock Exchange (the DMGT A Shares with a standard listingand the DMGT Ordinary Shares with a premium listing) and rank pari passu in allrespects, save that only the DMGT Ordinary Shares carry the right to receivenotice of or attend or vote at any general meeting. As announced by DMGT on 1 July 2013, RCL entered into an agreement with EHSettlement pursuant to which EH Settlement agreed to transfer all of the5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange for6,564,409 DMGT A Shares owned by RCL at an exchange ratio of 112.5 DMGT AShares for every 100 DMGT Ordinary Shares. That transaction was completed on 12July 2013. Accordingly, RCL now owns 17,738,163 DMGT Ordinary Sharesrepresenting 89.2 per cent. of the issued DMGT Ordinary Shares.‬ Based on information currently held by DMGT and RCL, RCL and parties presumedby the Panel to be acting in concert with it are together interested inapproximately 18,316,783 DMGT Ordinary Shares, representing approximately 92.1per cent. of the DMGT Ordinary Shares in issue, and approximately 86,915,079DMGT A Shares, representing approximately 23.3 per cent. of the DMGT A Sharesin issue. The DMGT A Shares are widely held and traded. However, the DMGT Ordinary Sharesare tightly held and have a limited free float, with the RCL Concert Party(based on information currently held by DMGT and RCL) holding approximately92.1 per cent. of the DMGT Ordinary Shares. Consequently, the DMGT OrdinaryShares are very illiquid with the DMGT Ordinary Shares trading on only 10 daysper year on average over the last 3 years. This lack of liquidity is likely tohave contributed to the DMGT Ordinary Shares currently trading at a significantdiscount to the DMGT A Shares. On 13 August 2013 (being the last Business Dayprior to the date of this announcement), the discount was 19 per cent. The FCA consultation paper (CP 12/25) issued in October 2012 contained variousproposed changes to the Listing Rules to address, among other things, a concernabout companies with low levels of free float. Currently, at least 25 per cent.of any class of shares must be held in public hands although in the past theFCA has accepted a smaller free float provided that the FCA was satisfied thatthere would be a properly functioning secondary market in the shares of thatcompany. Following this consultation paper, the Independent DMGT Directors and thedirectors of RCL consider that there is a risk that the FCA will downgrade thelisting status of the DMGT Ordinary Shares from premium to standard or cancelthe listing of the DMGT Ordinary Shares altogether. Consequently, RCL isproposing the Scheme to provide Relevant DMGT Ordinary Shareholders with theopportunity to hold, instead of the Relevant DMGT Ordinary Shares, thesignificantly more liquid DMGT A Shares. 5. Delisting It is intended that dealings in DMGT Ordinary Shares will be suspended at5.00pm London time on the Business Day prior to the Effective Date. It isfurther intended that an application will be made to (i) the London StockExchange for a cancellation of the admission of the DMGT Ordinary Shares totrading on the main market and (ii) the UK Listing Authority for a cancellationof the listing of the DMGT Ordinary Shares on the Official List, with effect asof or shortly following the Effective Date. 6. Information relating to DMGT DMGT is an international group with a portfolio of digital, information, mediaand events businesses. DMGT is listed on the London Stock Exchange and as at 13August 2013, being the last Business Day prior to the date of thisannouncement, had a market capitalisation of £3.2 billion. For the year ended30 September 2012, DMGT had revenue of £1,960 million and Adjusted OperatingProfit of £300 million. As at 30 September 2012, DMGT had total assets of £2,171 million and net assets of £256 million. DMGT is a global business withoperations spanning Europe, North and South America, the Middle East, Asia andAustralia and employs approximately 12,000 people. DMGT's registered office isin London at Northcliffe House. DMGT's profits are split approximately 75 per cent. within B2B and 25 per cent.within B2C. DMGT reports in 5 business activities: • RMS • dmg information • dmg events • Euromoney • dmg media RMS is a producer of risk analysis models, services, expertise and datasolutions for the quantification and management of catastrophe risk for theglobal property and casualty re-insurance industry. RMS operates under the RMSbrand and for the year ended 30 September 2012 had revenue of £163 million andAdjusted Operating Profit of £56 million. dmg information is a global provider of B2B information for the property,education, energy and finance sectors. dmg information operates under theLandmark, EDR, Hobsons and Lewtan brands amongst others, and for the year ended30 September 2012 had revenue of £253 million and Adjusted Operating Profit of£48 million. dmg events is a global supplier of B2B exhibitions and associated conferencesfocusing on the energy, construction, interiors and digital marketing sectors.dmg events operates under the adtech, Gastech and The Big 5 InternationalBuilding and Construction Show brands amongst others and for the year ended 30September 2012 had revenue of £89 million and Adjusted Operating Profit of £21million. dmg media is an international publisher with a print and digital portfolio.Assets include two of the UK's most read paid-for newspapers, one of theworld's most visited newspaper websites, one of the world's most populardigital recruitment businesses and a majority stake in one of the UK's mostpopular digital property businesses. dmg media's brands include The Daily Mail,MailOnline, Metro, Zoopla and jobsite, and for the year ended 30 September 2012it had revenue of £1,060 million and Adjusted Operating Profit of £104 million.DMGT Group sold the Northcliffe Media regional newspaper business, with effectfrom 30 December 2012, to Local World for cash proceeds of £52.5 million. DMGTGroup also took a 38.7 per cent. stake in Local World. Euromoney is a B2B media group focused primarily on the international finance,metals and commodities sectors and is a provider of electronic research anddata, a trade publisher of both online and print, as well as runningconferences, seminars and training courses. Euromoney operates under theEuromoney, Euroweek, Institutional Investor and BCA Research brands amongstothers, and for the year ended 30 September 2012 had revenue of £394 millionand Adjusted Operating Profit of £112 million. Euromoney is separately listedand as at 13 August 2013, being the last Business Day prior to the date of thisannouncement, had a market capitalisation of £1.4 billion. DMGT ownsapproximately 68.1 per cent. of Euromoney. 7. Information relating to RCL RCL is a holding company incorporated in Bermuda. The main asset of the companyis an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned by a trust(the "Trust") which is held for the benefit of Viscount Rothermere and hisimmediate family. Both RCL and the Trust are administered in Jersey, in theChannel Islands. The directors of RCL, of which there are seven, include twodirectors of DMGT, namely Viscount Rothermere and Mr John Hemingway. 8. Management, employees and locations RCL attaches great importance to the skills and experience of the existingmanagement and employees of DMGT. RCL confirms that it has given assurances tothe Independent DMGT Directors that, upon and following completion of theScheme, it intends fully to safeguard the existing employment rights of allDMGT Group management and employees and to comply with DMGT's pensionobligations for existing employees. It is expected that there will be no change to the composition of the Board ofDMGT as a result of the Scheme. RCL intends that DMGT's current strategic direction will remain unchanged bythe Scheme and that the Scheme will have no impact on any of (i) the continuedemployment of the DMGT Group's employees and management, including theconditions of such employment; (ii) the locations of DMGT's places of business;or (iii) the deployment of DMGT's fixed assets. 9. Governance RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and hastherefore controlled DMGT, for many years. RCL's holding of 100 per cent. ofthe DMGT Ordinary Shares pursuant to the Scheme will not affect its intentionthat DMGT should continue to be managed in accordance with best corporategovernance practice for the benefit of all shareholders, as has been the casethroughout the period of RCL's control. In particular, RCL's intention is thatDMGT will: continue to observe the Listing Principles in their current form;continue to maintain a securities dealing code for certain of its employees inthe form of the Model Code in its current form; continue to observe the UKCorporate Governance Code on a `comply or explain' basis; and have anappropriate number of independent non-executive directors on its board. It isalso intended by RCL that DMGT's independent directors at the time will takedecisions on behalf of DMGT in relation to any proposed transaction betweenDMGT and RCL or between DMGT and an associate of RCL where any such proposedtransaction would have been a related party transaction under Chapter 11 of theListing Rules in its current form. RCL has indicated to DMGT that itsintentions for DMGT's governance are long term in nature and that it woulddiscuss with the Board of DMGT any material change in its intentions. 10. Irrevocable undertakings and letter of intent RCL has received an irrevocable undertaking from Martin Morgan, an IndependentDMGT Director, to vote in favour of the Scheme at the Court Meeting and theresolutions to be proposed at the General Meeting in respect of 764 DMGTOrdinary Shares representing approximately 0.004 per cent. of the issued DMGTOrdinary Shares and 0.036 per cent. of the Relevant DMGT Ordinary Shares. RCLhas also received an irrevocable undertaking from David Verey, anotherIndependent DMGT Director, to vote in favour of the Scheme at the Court Meetingand the resolutions to be proposed at the General Meeting in respect of 6,500DMGT Ordinary Shares representing approximately 0.03 per cent. of the issuedDMGT Ordinary Shares and 0.30 per cent. of the Relevant DMGT Ordinary Shares.Both of these irrevocable undertakings will cease to be binding if RCLannounces, with the consent of the Panel and before the Scheme Document isposted, that it does not intend to proceed with the Scheme, or the Schemelapses or is withdrawn. RCL has also received a letter of intent from Aviva Investors Global ServicesLimited acting as agent in its capacity as investment manager for and behalf ofcertain of its clients to vote in favour of the Scheme in respect of 415,000DMGT Ordinary Shares representing approximately 2.09 per cent. of the issuedDMGT Ordinary Shares and 19.32 per cent. of the Relevant DMGT Ordinary Shares. The irrevocable undertakings and letter of intent referred to in this section10 are in respect of an aggregate of 422,264 DMGT Ordinary Shares representingapproximately 2.12 per cent. of the issued DMGT Ordinary Shares and 19.66 percent. of the Relevant DMGT Ordinary Shares. The DMGT Ordinary Shares held by RCL will not be voted at the Court Meeting.Accordingly, the Scheme will proceed only if the required majority of RelevantDMGT Ordinary Shareholders votes in favour of the Scheme. 11. Disclosure of interests in relevant securities RCL confirms that it made an Opening Position Disclosure on 15 July 2013,setting out the details required to be disclosed by it under Rule 8.1(a) of theCity Code. 12. Documents on display Copies of the irrevocable commitments and letter of intent listed in paragraph10 above will, by no later than 12 noon on 15 August 2013 be published onDMGT's website at www.dmgt.com until the Effective Date. The contents of thewebsite referred to in this announcement are not incorporated into, and do notform part of, the announcement. 13. Further terms and conditions of the Scheme The Scheme will be subject to the Conditions and principal further terms setout in this announcement and to the full terms and conditions which will be setout in the Scheme Document. Appendix 1 to this announcement contains theConditions. Appendix 2 to this announcement contains bases and sources ofcertain information contained in this announcement. Appendix 3 to thisannouncement contains the meaning of certain terms used in this announcement. The Scheme will be governed by English law and will be subject to thejurisdiction of the courts of England and Wales. The Scheme will be subject tothe applicable requirements of the City Code, the Panel, the London StockExchange and the UK Listing Authority. 14. Expected timetable It is intended that the Scheme Document containing further details of theScheme will be despatched to Relevant DMGT Ordinary Shareholders, persons withinformation rights and, for information only, to DMGT A Shareholders andparticipants in the DMGT Share Schemes (in each case, other than to persons ina Restricted Jurisdiction) within 28 days of the date of this announcement(unless agreed otherwise with the Panel) and that, if approved, the Scheme willbecome effective during the fourth quarter of 2013. Enquiries: Rothschild (Financial Adviser to RCL) +44 20 7280 5656Dominic Hollamby Lazard (Financial Adviser to the Independent DMGT Directors) +44 20 7187 2000Nicholas ShottCyrus Kapadia Brunswick Group LLP (Public Relations Adviser to DMGT) +44 20 7404 5959Kim FletcherCharlie Potter IMPORTANT NOTES This announcement is not intended to and does not constitute, or form part of,any offer or invitation to sell or purchase any securities or the solicitationof any offer to purchase, otherwise acquire, subscribe for, sell or otherwisedispose of any security pursuant to the Scheme or otherwise. The Scheme will beeffected solely through the Scheme Document which will contain the full termsand conditions of the Scheme. Any decision in respect of, or other response to,the Scheme should be made only on the basis of the information contained insuch document. In particular, this announcement is not an offer of securities for sale in theUnited States. The Scheme and the DMGT A Shares, which will be held by theRelevant DMGT Ordinary Shareholders if the Scheme is effected, have not been,and will not be, registered under the Securities Act, or under the securitieslaw of any state, district or other jurisdiction of the United States,Australia, Canada or Japan and no regulatory clearance in respect of the DMGT AShares has been, or will be, applied for in any jurisdiction other than the UK.The DMGT A Shares may not be offered or sold in the United States absentregistration under the Securities Act or an exemption from registration. It isexpected that the Scheme will be effected in reliance upon the exemption fromthe registration requirements of the Securities Act provided by Section 3(a)(10) thereof. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and/or regulation andtherefore any persons who are subject to the laws and regulations of anyjurisdiction other than the United Kingdom should inform themselves about, andobserve, any applicable requirements. Any failure to comply with the applicablerequirements may constitute a violation of the laws and/or regulations of anysuch jurisdiction. To the fullest extent permitted by applicable law, thecompanies and persons involved in the Scheme disclaim any responsibility andliability for the violation of such restrictions by any person. In particular, copies of this announcement and any formal documentationrelating to the Scheme are not being, and must not be, directly or indirectly,in whole or in part, mailed or otherwise forwarded, distributed or sent in orinto or from any Restricted Jurisdiction and persons receiving such documents(including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send it, in whole or in part, in or into or from anyRestricted Jurisdiction. The availability of the Scheme to persons who are not resident in the UnitedKingdom may be restricted by the laws and/or regulations of the relevantjurisdictions in which they are located. The Scheme will not be made available,directly or indirectly, in, into or from any jurisdiction where to do so wouldviolate the laws in that jurisdiction. Any persons who are subject to the lawsand regulations of any jurisdiction other than the United Kingdom should informthemselves about, and observe, any applicable requirements. Any failure tocomply with the applicable requirements may constitute a violation of the lawsand/or regulations of any such jurisdiction. Further details in relation tooverseas shareholders will be contained in the Scheme Document. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside of England. You may request a hard copy of this announcement by contacting Fran Sallas,Assistant Company Secretary, DMGT, on +44 (0) 20 3615 2904 . You may alsorequest that all future documents, announcements and information to be sent toyou in relation to the Scheme should be in hard copy form. Publication on website A copy of this announcement and other documents in connection with the Schemewill, subject to certain restrictions, be available for inspection on DMGT'swebsite at www.dmgt.com no later than 12 noon (London time) on the dayfollowing this announcement. The contents of the websites referred to in thisannouncement are not incorporated into, and do not form part of, thisannouncement. Notice to US holders of DMGTOrdinary Shares The Scheme relates to the securities of a UK company and is proposed to beeffected by means of a scheme of arrangement provided for under the laws ofEngland and Wales. The Scheme is subject to UK disclosure requirements andpractices applicable in the United Kingdom to schemes of arrangement, which aredifferent from the disclosure and other requirements of the US securities laws.The financial information included in this announcement has been prepared inaccordance with accounting standards applicable in the United Kingdom and thusmay not be comparable to financial information of US companies or companieswhose financial statements are prepared in accordance with generally acceptedaccounting principles in the United States. It may be difficult for US holders of DMGT Ordinary Shares to enforce theirrights and any claim arising out of the US federal securities laws, since RCLand DMGT are located in non-US jurisdictions, and some or all of their officersand directors may be residents of non-US jurisdictions. US holders of DMGTOrdinary Shares may not be able to sue a non-US company or its officers ordirectors in a non-US court for violations of the US securities laws. Further,it may be difficult to compel a non-US company and its affiliates to subjectthemselves to a US court's judgement. Rothschild Rothschild, which is authorised by the Prudential Regulation Authority andregulated in the UK by the FCA and the Prudential Regulation Authority, isacting exclusively for RCL and no one else in connection with the Scheme andwill not be responsible to anyone other than RCL for providing the protectionsafforded to clients of Rothschild or for providing advice in relation to theScheme or any other matters referred to in this announcement. NeitherRothschild nor any of its associates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, intort, under statute or otherwise) to any person who is not a client ofRothschild in connection with any statement contained herein or otherwise. Lazard Lazard, which is authorised and regulated in the UK by the FCA, is actingexclusively as financial adviser to the Independent DMGT Directors and no oneelse in connection with the Scheme and will not be responsible to anyone otherthan Independent DMGT Directors for providing the protections afforded toclients of Lazard nor for providing advice in relation to the Scheme or anyother matters referred to in this announcement. Neither Lazard nor any of itsaffiliates owes or accepts any duty, liability or responsibility whatsoever(whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Lazard in connection with anystatement contained herein or otherwise. Cautionary note regarding forward-looking statements This announcement contains certain statements which are, or may be deemed tobe, "forward-looking statements" with respect to, for example, the financialcondition, results of operations and business of DMGT and certain plans andobjectives of RCL with respect thereto. These forward-looking statements can beidentified by the fact that they do not relate only to historical or currentfacts. Forward-looking statements often, but not always, use words such as"anticipate", "target", "expect", "estimate", "intend", "plan", "goal","believe", "hope", "aims", "continue", "will", "may", "should", "would","could", or other words of similar meaning. Such statements are qualified intheir entirety by the inherent risks and uncertainties surrounding futureexpectations. These statements are based on assumptions and assessments made byDMGT and/or RCL in light of their experience and their perception of historicaltrends, current conditions, future developments and other factors they believeappropriate. By their nature, forward-looking statements involve risk anduncertainty, because they relate to events and depend on circumstances thatwill occur in the future and the factors described in the context of suchforward-looking statements in this announcement could cause actual results anddevelopments to differ materially from those expressed in or implied by suchforward-looking statements. Although it is believed that the expectationsreflected in such forward-looking statements are reasonable, no assurance canbe given that such expectations will prove to have been correct and you aretherefore cautioned not to place undue reliance on these forward-lookingstatements which speak only as at the date of this announcement. Neither DMGTnor RCL assumes any obligation to update or correct the information containedin this announcement (whether as a result of new information, future events orotherwise), except as required by applicable law. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward-looking statements. Among thefactors that could cause actual results to differ materially from thosedescribed in the forward-looking statements are changes in the global,political, economic, business, competitive, market and regulatory forces,future exchange and interest rates, changes in tax rates and future businesscombinations or dispositions. No profit forecast No statement in this announcement is intended as a profit forecast or a profitestimate and no statement in this announcement should be interpreted to meanthat earnings per DMGT Ordinary Share or DMGT A Share for the current or futurefinancial years would necessarily match or exceed the historical publishedearnings per DMGT Ordinary Share or DMGT A Share respectively. Dealing Disclosure Requirements Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent.or more of any class of relevant securities of an offeree company or of anypaper offeror (being any offeror other than an offeror in respect of which ithas been announced that its offer is, or is likely to be, solely in cash) mustmake an Opening Position Disclosure following the commencement of the offerperiod and, if later, following the announcement in which any paper offeror isfirst identified. An Opening Position Disclosure must contain details of the person's interestsand short positions in, and rights to subscribe for, any relevant securities ofeach of (i) the offeree company and (ii) any paper offeror(s). An OpeningPosition Disclosure by a person to whom Rule 8.3(a) applies must be made by nolater than 3.30 pm (London time) on the 10th business day following thecommencement 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 anypaper offeror is first identified. Relevant persons who deal in the relevantsecurities of the offeree company or of a paper offeror prior to the deadlinefor making an Opening Position Disclosure must instead make a DealingDisclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interestedin 1 per cent. or more of any class of relevant securities of the offereecompany or of any paper offeror must make a Dealing Disclosure if the persondeals in any relevant securities of the offeree company or of any paperofferor. A Dealing Disclosure must contain details of the dealing concerned andof 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 paperofferor, save to the extent that these details have previously been disclosedunder Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies mustbe made by no later than 3.30 p.m. (London time) on the business day followingthe 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 relevantsecurities of an offeree company or a paper offeror, they will be deemed to bea single person for the purpose of Rule 8.3. Dealing Disclosures must be made by the offeree company, by any offeror and byany 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 relevantsecurities Dealing Disclosures must be made can be found in the DisclosureTable on the Panel's website at www.thetakeoverpanel.org.uk, including detailsof the number of relevant securities in issue, when the offer period commencedand when any offeror was first identified. If you are in any doubt as towhether you are required to make a Dealing Disclosure, you should contact thePanel's Market Surveillance Unit on +44 (0)20 7638 0129. APPENDIX 1 CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME Part A: Conditions to the Scheme The Scheme will be conditional upon the following conditions being fulfilled bythe Long Stop Date: 1.1 its approval by a majority in number representing not less than 75 percent. in value of the Relevant DMGT Ordinary Shareholders who are on theregister of members of DMGT at the Scheme Voting Record Time, and who arepresent and vote, whether in person or by proxy, at the Court Meeting (or anyadjournment thereof) and at any separate class meeting which may be required(or any adjournment thereof); 1.2 all resolutions in connection with or required to approve and implement theScheme and approve the related Capital Reduction being duly passed by therequisite majority of DMGT Ordinary Shareholders at the General Meeting (or anyadjournment thereof); 1.3 the sanction of the Scheme by the Court (with or without modification butsubject to any modification being on terms acceptable to RCL and DMGT) andconfirmation of the Capital Reduction by the Court (with or withoutmodification but subject to any modification being on terms acceptable to RCLand DMGT) and (a) the delivery of copies of the Court Order(s) and therequisite statement of capital attached thereto to the Registrar of Companiesand (b) if so ordered in order to take effect, the registration of the CourtOrder effecting the Capital Reduction and such statement of capital by theRegistrar of Companies; and 1.4 to the extent applicable (i) the UK Listing Authority having acknowledgedto DMGT or its agent (and such acknowledgement not having been withdrawn) thatthe application for the admission of any new DMGT A Shares arising pursuant tothe Scheme to the Official List with a standard listing has been approved and(after satisfaction of any conditions to which such approval is expressed to besubject ("listing conditions")) will become effective as soon as a dealingnotice has been issued by the FCA and any listing conditions having beensatisfied and (ii) the London Stock Exchange having acknowledged to DMGT or itsagent (and such acknowledgement not having been withdrawn) that such new shareswill be admitted to trading. Part B: Certain further terms of the Scheme Entitlements to DMGT A Shares under the Scheme will be rounded down to thenearest whole DMGT A Share. APPENDIX 2 BASES AND SOURCES In this announcement: 1. References to the issued share capital of DMGT (whether in respect of thetotal issued share capital, the issued ordinary voting share capital or theissued non-voting A ordinary share capital) are references to the undilutedissued share capital of DMGT and are references to the number of the relevantshares in issue (including shares held in treasury) as at the close of businesson 13 August 2013, being the last Business Day prior to the date of thisannouncement. The International Securities Identification Number for DMGTOrdinary Shares is GB0009458117 and the International Securities IdentificationNumber for DMGT A Shares is GB0009457366. 2. The value of the Scheme per Relevant DMGT Ordinary Share is calculated onthe basis of the Closing Price of a DMGT A Share on 13 August 2013, being thelast Business Day prior to the date of this announcement, 923 pence. 3. The financial information relating to DMGT is extracted from the auditedconsolidated financial statements of DMGT for the relevant years, prepared inaccordance with International Financial Reporting Standards. 4. Shares in the RCL / EH Settlement transaction and the resulting RCL holdingof DMGT Ordinary Shares are as per the TR-1 Notification of Major Interest inShares release dated 1 July 2013. 5. All prices for DMGT Ordinary Shares and DMGT A Shares have been derived fromthe Daily Official List of the London Stock Exchange and represent ClosingPrices on the relevant date(s). 6. The liquidity, trading volumes and volume weighted average price datarelating to DMGT Ordinary Shares and DMGT A Shares are derived from dataprovided by Factset. 7. The premium calculations to the price per DMGT Ordinary Share have beencalculated by reference to: * a price of 820 pence per DMGT A Share, being the Closing Price on 13 August 2013, the last Business Day prior to this announcement, as derived from data provided by the London Stock Exchange; * a price of 666 pence per DMGT Ordinary Share, being the Closing Price on 13 August 2013, the last Business Day prior to this announcement, as derived from data provided by the London Stock Exchange; and * a price of 580 pence per DMGT Ordinary Share, being the Closing Price on 31 May 2013, being 31 days prior to the offer period, as derived from data provided by the London Stock Exchange; and * a price of 638 pence per DMGT Ordinary Share, being the volume weighted average price over the twelve months up to and including 13 August 2013, the last Business Day prior to this announcement, as derived from data provided by FactSet. 8. Information relating to RCL has been provided by persons duly authorised bythe RCL board. APPENDIX 3 DEFINITIONS "£" or "pence" the lawful currency of the UK "Adjusted Operating Profit" operating profit before exceptional items, impairment of goodwill and intangible assets and amortisation of intangible assets arising on business contributions "B2B" business-to-business "B2C" business-to-consumer "Board" the board of directors of DMGT "Business Day" a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London "Capital Reduction" the reduction of DMGT's share capital provided for by the Scheme "City Code" the City Code on Takeovers and Mergers "Closing Price" the closing middle market quotations of a share derived from the Daily Official List of the London Stock Exchange "Conditions" the conditions to the Scheme set out in Appendix 1 to this announcement "Court" the High Court of Justice in England and Wales "Court Meeting" the meeting of Relevant DMGT Ordinary Shareholders to be convened pursuant to an order of the Court for the purpose of considering and, if thought fit, approving the Scheme, including any adjourned meeting "Court Order(s)" the order(s) of the Court sanctioning the Scheme and confirming the related Capital Reduction "DMGT" Daily Mail and General Trust plc, incorporated in England and Wales with registered number 00184594 "DMGT A Shareholders" the holders of DMGT A Shares "DMGT A Shares" the non-voting A ordinary shares of 12.5 pence each in the capital of DMGT "DMGT Group" DMGT and its Subsidiaries and associated undertakings "DMGT Ordinary Shareholders" the holders of DMGT Ordinary Shares "DMGT Ordinary Shares" the voting ordinary shares of 12.5 pence each in the capital of DMGT "Effective Date" the date on which the Scheme becomes effective in accordance with its terms "EH Settlement" The Esmond Harmsworth 1998 Settlement "Euromoney" Euromoney Institutional Investor Plc, incorporated in England and Wales with registered number 00954730 "FCA" Financial Conduct Authority "General Meeting" the general meeting of DMGT Ordinary Shareholders to be convened in connection with the Scheme and the Capital Reduction, including any adjourned meeting "Independent DMGT Directors" the directors of DMGT other than Viscount Rothermere, John Hemingway, David Nelson and Andrew Lane "Lazard" Lazard & Co., Limited "London Stock Exchange" London Stock Exchange plc "Long Stop Date" 31 January 2014 or such later date as RCL and the Independent DMGT Directors may, with the consent of the Panel, agree and, if required, the Court may approve "Official List" the official list maintained by the UK Listing Authority "Panel" the Panel on Takeovers and Mergers "RCL" Rothermere Continuation Limited, incorporated in Bermuda with registered number 20361 "RCL Concert Party" RCL, together with the parties presumed by the Panel to be acting in concert with it "Relevant DMGT Ordinary the holders of Relevant DMGT Ordinary SharesShareholders" "Relevant DMGT Ordinary Shares" the issued ordinary voting share capital of DMGT not already owned by RCL as at the date of the Scheme Document "Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Scheme is sent or made available to DMGT Ordinary Shareholders or DMGT A Shareholders in that jurisdiction "Rothschild" N M Rothschild & Sons Limited "Scheme" a court-approved scheme of arrangement under Part 26 of the Companies Act 2006 between DMGT and the Relevant DMGT Ordinary Shareholders resulting in the holding by RCL of all of the Relevant DMGT Ordinary Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by DMGT and RCL "Scheme Document" the document to be sent to, among others, Relevant DMGT Ordinary Shareholders containing, amongst other things, the Scheme and the notices covering the Court Meeting and General Meeting "Scheme Voting Record Time" the date and time to be specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined "Securities Act" the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder "Subsidiary" has the meaning given in section 1159 of the Companies Act 2006 "Trust" the trust which is held for the benefit of Viscount Rothermere and his family and which owns RCL "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UK Listing Authority" the FCA as the competent authority for listing in the United Kingdom "US" or "United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

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