28th Oct 2013 18:22
DAILY MAIL & GENERAL TRUST PLC - Statement re SuspensionDAILY MAIL & GENERAL TRUST PLC - Statement re Suspension
PR Newswire
London, October 28
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION 28 October 2013 Daily Mail and General Trust plc ("DMGT") Suspension of listing and trading of DMGT Ordinary Shares DMGT announces that as of 6.00 p.m. on 28 October 2013 its ordinary votingshares were suspended from trading on the London Stock Exchange's main market.The suspension has been made in accordance with DMGT's application to the UKListing Authority, announced by DMGT on 28 October 2013, and is effected aspart of the recommended scheme of arrangement of DMGT resulting in the holdingby Rothermere Continuation Limited ("RCL") of the issued ordinary voting sharecapital of DMGT not already owned by RCL (the "Scheme"). An application has been made to the UK Listing Authority requesting thecancellation of the listing of DMGT Ordinary Shares on the Official List and anapplication has been made to the London Stock Exchange requesting thecancellation of trading of DMGT Ordinary Shares on the London Stock Exchange'smain market for listed securities. As a result of the allotment of 268,538 new DMGT shares which become DMGT AShares pursuant to the Scheme, an application for the admission of securitiesto the Official List and for admission to trading on the London StockExchange's main market has also been made. The total number of DMGT A Shareswill not increase as a result of the Scheme. The cancellation of the listing and trading of DMGT Ordinary Shares and thelisting and admission to trading of the 268,538 new DMGT A Shares is expectedto take place at 8.00 am. on 30 October 2013. Defined terms used in this announcement, unless defined herein, have the samemeanings as in the scheme circular published by DMGT on 7 September 2013. A copy of this announcement will be available on DMGT's website at:http://www.dmgt.com. Enquiries: 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 Rothschild (Financial Adviser to RCL) +44 20 7280 5656Dominic Hollamby 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 Proposal andwill not be responsible to anyone other than RCL for providing the protectionsafforded to clients of Rothschild or for providing advice in relation to theProposal 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 & Co., Limited (Lazard), which is authorised and regulated in the UK bythe FCA, is acting exclusively as financial adviser to the Independent DMGTDirectors and no one else in connection with the Proposal and will not beresponsible to anyone other than the Independent DMGT Directors for providingthe protections afforded to clients of Lazard or for providing advice inrelation to the Proposal or any other matters referred to in this announcement.Neither Lazard nor any of its affiliates 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 of Lazardin connection with any statement contained herein or otherwise. This announcement is for information purposes only and is not intended to anddoes not constitute or form part of an offer to sell or otherwise dispose of orinvitation to purchase or otherwise acquire any securities or the solicitationof any vote or approval in any jurisdiction, nor shall there be any sale, issueor transfer of the securities referred to in this announcement in anyjurisdiction in contravention of applicable law. This announcement is not intended to and does not constitute, or form part of,and may not be used for the purposes of, an offer to sell or purchase or aninvitation or the solicitation of an offer to subscribe for, buy, otherwiseacquire, sell or otherwise dispose of, any securities by any person, or thesolicitation of any vote or approval pursuant to the Proposal or otherwise, inany jurisdiction (a) in which such offer or invitation is not authorised, (b)in which the person making such offer or invitation is not qualified to do so,or (c) in which, or to any person to whom, it is unlawful to make such offer,solicitation or invitation or which would impose any unfulfilled registration,publication or approval requirements on DMGT, RCL or any of their respectivedirectors, officers, agents or advisers. There shall not be any sale, issuanceor transfer of securities of DMGT in any jurisdiction in contravention ofapplicable law. No action has been taken nor will be taken in any jurisdictionby any such person that would permit a public offering of any securities in anyjurisdiction where action for that purpose is required, nor has any such actionbeen taken with respect to the possession or distribution of this announcementother than in any jurisdiction where action for that purpose is required.Neither DMGT, RCL nor their respective directors, officers, agents or advisersaccept any responsibility for any violation of any of these restrictions by anyother person. Unless otherwise determined by RCL or required by the Panel, and permitted byapplicable law and regulation, the Proposal will not be made available,directly or indirectly in, into or from a Restricted Jurisdiction where to doso would violate the laws in that jurisdiction and no person may vote in favourof the Scheme by any such use, means, instrumentality or from within aRestricted Jurisdiction or any other jurisdiction if to do so would constitutea violation of the laws of that jurisdiction. Accordingly, copies of thisannouncement and any formal documentation relating to the Proposal are notbeing, and must not be, directly or indirectly, in whole or in part, mailed orotherwise forwarded, distributed or sent in or into or from any RestrictedJurisdiction where to do so would violate the laws in that jurisdiction andpersons receiving such documents (including custodians, nominees and trustees)must not mail or otherwise forward, distribute or send them, in whole or inpart, in or into or from any Restricted Jurisdiction where to do so wouldviolate the laws in that jurisdiction. The ability of DMGT Ordinary Shareholders who are not resident in the UnitedKingdom to participate in the Proposal may be affected by the laws of therelevant jurisdictions in which they are located. Persons who are not residentin the United Kingdom should inform themselves of, and observe, any applicablelegal or regulatory requirements of their jurisdictions. The Interim Shares, New Interim Shares and DMGT A Shares have not been, andwill not be, registered under the US 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 theInterim Shares New Interim Shares or DMGT A Shares has been, or will be,applied for in any jurisdiction other than the UK. The Interim Shares, NewInterim Shares and DMGT A Shares may not be offered or sold in the UnitedStates absent registration under the US Securities Act or an exemption fromregistration. It is expected that the Proposal will be effected in relianceupon the exemption from the registration requirements of the Securities Actprovided by Section 3(a)(10) thereof. Dealing Disclosure Requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. ormore of any class of relevant securities of an offeree company or of anysecurities exchange offeror (being any offeror other than an offeror in respectof which it has been announced that its offer is, or is likely to be, solely incash) must make an Opening Position Disclosure following the commencement ofthe offer period and, if later, following the announcement in which anysecurities exchange offeror is first 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 securities exchange offeror(s). AnOpening Position Disclosure by a person to whom Rule 8.3(a) applies must bemade by no later than 3.30 pm (London time) on the 10th business day followingthe commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in whichany securities exchange offeror is first identified. Relevant persons who dealin the relevant securities of the offeree company or of a securities exchangeofferor prior to the deadline for making an Opening Position Disclosure mustinstead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1per cent. or more of any class of relevant securities of the offeree company orof any securities exchange offeror must make a Dealing Disclosure if the persondeals in any relevant securities of the offeree company or of any securitiesexchange offeror. A Dealing Disclosure must contain details of the dealingconcerned and of the person's interests and short positions in, and rights tosubscribe for, any relevant securities of each of (i) the offeree company and(ii) any securities exchange offeror, save to the extent that these detailshave previously been disclosed under Rule 8. A Dealing Disclosure by a personto whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time)on the business day following the 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 securities exchange offeror, they will bedeemed to be a 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 atwww.thetakeoverpanel.org.uk, including details of the number of relevantsecurities in issue, when the offer period commenced and when any offeror wasfirst identified. You should contact the Panel's Market Surveillance Unit on+44 (0)20 7638 0129 if you are in any doubt as to whether you are required tomake an Opening Position Disclosure or a Dealing Disclosure. Daily Mail and General Trust plc Northcliffe House, 2 Derry Street, London, W8 5TT
www.dmgt.com
Related Shares:
DMGT.L