1st Jul 2013 07:00
DAILY MAIL & GENERAL TRUST PLC - Statement re Possible Offer for Ordinary Voting SharesDAILY MAIL & GENERAL TRUST PLC - Statement re Possible Offer for Ordinary Voting Shares
PR Newswire
London, June 30
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 1 July 2013 Daily Mail and General Trust plc Possible offer by Rothermere Continuation Limited for the ordinary voting shares only of Daily Mail and General Trust plc ("the Company") The Company has been notified that Rothermere Continuation Limited has enteredinto a definitive agreement to acquire the entire shareholding of The EsmondHarmsworth 1998 Settlement in the Company's ordinary voting shares, increasingRothermere Continuation Limited's shareholding of ordinary voting shares in theCompany from 59.9% to 89.2%. Rothermere Continuation Limited is owned by atrust for the benefit of the Viscount Rothermere and his immediate family.Under this transaction, The Esmond Harmsworth 1998 Settlement's ordinary votingshares will be exchanged for `A' ordinary non-voting shares owned by RothermereContinuation Limited in a share for share exchange at a ratio of 112.5 `A'ordinary non-voting shares for every 100 ordinary voting shares. Notwithstanding that there is no requirement for an offer to be made to theremaining holders of the ordinary voting shares, the Independent Directors ofthe Company have received an approach from Rothermere Continuation Limitedregarding a possible offer to be implemented by Scheme of Arrangement andgoverned by the City Code for the remaining ordinary voting shares. If made,the offer would be put to the remaining holders of the ordinary voting shares(including other members of the Harmsworth family who were not party to thetransaction referred to above) on terms that ordinary voting shares would beexchanged for `A' non-voting shares owned by Rothermere Continuation Limited atan exchange ratio of 112.5 `A' ordinary non-voting Shares for every 100ordinary voting shares. Discussions between the Independent Directors of theCompany and Rothermere Continuation Limited are at an early stage and there canbe no certainty that any offer will ultimately be made. No proposal would be made in respect of the A ordinary non-voting shares. This announcement has been made with the approval of Rothermere ContinuationLimited. In accordance with Rule 2.4(c) of the Takeover Code, Rothermere ContinuationLimited will have until 5.00pm on 29 July 2013, being 28 days after today'sdate (or such later date as may be agreed by the Independent Directors of theCompany and the Takeover Panel), to announce either a firm intention to make anoffer for the remaining ordinary voting shares or that it does not intend tomake such an offer. A further announcement will be made when appropriate. A copy of this announcement is also available on the Company's website atwww.dmgt.com/investors. The Company confirms that it has in issue 393,501,802 shares of 12.5p each(373,615,330 `A' ordinary non-voting shares and 19,886,472 ordinary votingshares). For further information, please contact: Daily Mail and General Trust plc Stephen Daintith, Finance Director, DMGT +44 20 3615 2902 Claire Chapman, General Counsel & Company Secretary, DMGT +44 20 3615 2653 Lazard Nicholas Shott +44 20 7187 2000 Important Notice Lazard & Co., Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for the IndependentDirectors of Daily Mail and General Trust plc and no one else in connectionwith the possible offer by Rothermere Continuation Limited for the ordinaryvoting shares only of Daily Mail and General Trust plc and will not beresponsible to any other person for providing the protections afforded toclients of Lazard & Co., Limited or for providing advice in relation to thepossible offer by Rothermere Continuation Limited for the ordinary votingshares only of Daily Mail and General Trust plc or the other matters describedin this announcement. Neither Lazard & Co., Limited nor any of its affiliatesowes or accepts any duty, liability or responsibility whatsoever (whetherdirect or indirect, whether in contract, in tort, under statute or otherwise)to any person who is not a client of Lazard & Co., Limited in connection withany statement contained herein or otherwise. Dealing Disclosure Requirements Under Rule 8.3(a) of the Code, any person who is interested in 1% or more ofany class of relevant securities of an offeree company or of any paper offeror(being any offeror other than an offeror in respect of which it has beenannounced that its offer is, or is likely to be, solely in cash) must make anOpening Position Disclosure following the commencement of the offer period and,if later, following the announcement in which any paper offeror is firstidentified. 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 Code, any person who is, or becomes, interested in 1%or more of any class of relevant securities of the offeree company or of anypaper offeror must make a Dealing Disclosure if the person deals in anyrelevant securities of the offeree company or of any paper offeror. A DealingDisclosure must contain details of the dealing concerned and of the person'sinterests and short positions in, and rights to subscribe for, any relevantsecurities of each of (i) the offeree company and (ii) any paper offeror, saveto the extent that these details have previously been disclosed under Rule 8. ADealing Disclosure by a person to whom Rule 8.3(b) applies must be made by nolater than 3.30 pm (London time) on the business day following the date of therelevant 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. Opening Position Disclosures must also be made by the offeree company and byany offeror and Dealing Disclosures must also be made by the offeree company,by any offeror and by any persons acting in concert with any of them (see Rules8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevantsecurities Opening Position Disclosures and Dealing Disclosures must be madecan be found in the Disclosure Table on the Takeover Panel's website atww.thetakeoverpanel.org.uk, including details of the number of relevantsecurities in issue, when the offer period commenced and when any offeror wasfirst identified. If you are in any doubt as to whether you are required tomake an Opening Position Disclosure or a Dealing Disclosure, you should contactthe Panel's Market Surveillance Unit on +44 (0)20 7638 0129. LON25845409/6 PMF-508576
LON25845409/6 PMF-508576
Related Shares:
DMGT.L