TIDMDMGT
RNS Number : 7085X
Rothermere Continuation Limited
07 January 2022
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
7 January 2022
RECOMMED FINAL CASH OFFER
FOR
DAILY MAIL AND GENERAL TRUST PLC
BY
ROTHERMERE CONTINUATION LIMITED
Unconditional Final Offer Update
On 2 December 2021 Rothermere Continuation Limited ("RCL") and
the Non-conflicted DMGT Directors announced the terms of a
recommended increased and final cash offer for all of the issued
and to be issued DMGT A Shares not already owned by RCL (the "Final
Offer").
On 16 December 2021 RCL announced that all of the Conditions to
the Final Offer had been satisfied or, where applicable, waived and
the Final Offer was therefore unconditional in all respects. RCL
also announced on the same date that the Final Offer would remain
open for acceptance until 5.00 p.m. on 6 January 2022 (with an
announcement to be made on that date as to whether it would
continue to be open for acceptance after that time or would
close).
1 Level of acceptances and interests in relevant securities
RCL is today providing an update on the level of acceptances
received under the Final Offer.
As at 5.00 p.m. on 6 January 2022, RCL had received valid
acceptances of the Final Offer in respect of a total of 147,375,148
DMGT A Shares which RCL may count towards the satisfaction of the
Acceptance Condition, representing approximately:
-- 96.58 per cent. of the issued DMGT A Shares not already owned by RCL (the "Offer Shares");
-- 69.91 per cent. of the issued DMGT A Shares; and
-- 63.88 per cent. of all DMGT Shares.
As at 5.00 p.m. on 6 January 2022 (being the latest practicable
time prior to the date of this announcement), RCL was also
interested in 58,207,016 DMGT A Shares (representing 27.6 per cent.
of the issued DMGT A Shares) and 19,890,364 DMGT Ordinary Shares,
being all of the issued DMGT Ordinary Shares and together with
RCL's DMGT A Shares representing 33.9 per cent. of all DMGT Shares.
[1]
Therefore, taken together with DMGT Shares that it already
holds, RCL has acquired or agreed to acquire pursuant to the Final
Offer or otherwise 97.7 per cent. of all DMGT Shares.
Acceptances of the Original Offer shall be deemed to be
acceptances of the Final Offer. Therefore, DMGT A Shareholders who
have already validly accepted (and not validly withdrawn their
acceptance) of the Original Offer are not required to take any
further action in respect of the Final Offer. In accordance with
the terms of the Final Offer, withdrawal rights have ceased to be
exercisable.
2 Compulsory acquisition
In light of the level of acceptances exceeding 90 per cent.
(90%) or more in value of the Offer Shares, RCL intends shortly to
exercise its rights pursuant to the statutory squeeze-out
provisions of sections 974 to 991 of the Companies Act 2006 to
acquire compulsorily, on the same terms as the Final Offer, the
remaining Offer Shares in respect of which the Final Offer has not
at such time been accepted (" Compulsory Acquisition ").
A further announcement will be made to indicate the start of the
Compulsory Acquisition.
3 Extension of the Offer Period
As announced on 6 January 2022, RCL has extended the Offer
Period so that the Final Offer will continue to be kept open for
acceptance until further notice, with 14 days' notice being given
in advance of final closure of the Final Offer.
4 Cancellation of listing of DMGT A Shares
On 21 December 2021 the board of DMGT announced that as the
Final Offer had become unconditional, in accordance with statements
made in the Final Offer Document, that they had resolved to make
applications to (i) the FCA to cancel the listing of all DMGT A
Shares on the FCA's Official List and (ii) to cancel trading in all
DMGT A Shares on the London Stock Exchange's main market for listed
securities. Such applications have now been made and are expected
to take effect as of 8.00 a.m. on 10 January 2022.
DMGT A Shareholders are reminded that such cancellation of
listing will significantly reduce the liquidity and marketability
of any DMGT A Shares not assented to the Final Offer. Any remaining
DMGT A Shareholders will become minority shareholders in a
privately controlled company, and would no longer be afforded the
protections available to them while DMGT remains a listed public
company. In addition, there can be no certainty that such DMGT A
Shareholders will again be offered an opportunity to sell their
DMGT A Shares on terms which are equivalent or comparable to those
under the Final Offer. RCL will also be able to increase its
holding of DMGT A Shares through purchases of individual
shareholdings without the obligation to make a further offer to all
DMGT A Shareholders. This may further adversely affect the
liquidity of DMGT A Shares. Shareholders are also reminded to
consider the guidance given in the Final Offer Document on the
likely impact of the Reorganisation on future dividend payments by
DMGT.
5 Action to be taken
DMGT A Shareholders who have not yet accepted the Final Offer
are urged to do so as soon as possible in accordance with the
following procedures:
-- if you hold your DMGT A Shares, or any of them, in
certificated form (that is, not in CREST), you should complete and
return a Form of Acceptance in relation to such certificated DMGT A
Shares as soon as possible; and
-- if you hold your DMGT A Shares, or any of them, in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf, and that
settlement of that Electronic Acceptance occurs, in relation to
such uncertificated DMGT A Shares, as soon as possible.
Full details on how to accept the Final Offer are set out in the
Final Offer Document and (if applicable) the Form of Acceptance.
The Final Offer Document is available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on DMGT's website at
https://www.dmgt.com/investors.
Any DMGT A Shareholder requiring assistance, including if
further copies of the Final Offer Document and/or the Form of
Acceptance are required, should contact the receiving agent,
Equiniti on 0371-384-2911 (from within the UK) or on +44
371-384-2911 (from outside the UK). Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 8.30 a.m. and 5.30
p.m., Monday to Friday, excluding public holidays in England and
Wales. Please note that Equiniti cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
6 General
This announcement should be read in conjunction with the full
text of the Final Offer Document. Capitalised terms used but not de
ned in this announcement shall have the meanings given to them in
the Final Offer Document.
The calculations in this announcement are based upon the issued
share capital of DMGT as at 5.00 p.m. on 6 January 2022 being: (i)
210,798,306 DMGT A Shares; and (ii) 19,890,364 DMGT Ordinary
Shares.
Enquiries
Lazard & Co., Limited (Lead Financial Adviser
to RCL
in connection with the Final Offer) +44 (0) 20 7187 2000
Nicholas Shott, William Lawes
Fariza Steel, Caitlin Martin
Goldman Sachs International (Joint Financial
Adviser
and Corporate Broker to RCL in connection
with the Final Offer) +44 (0) 20 7774 1000
Charlie Lytle, Alex Garner, Owain Evans
Sanctuary Counsel (PR/Media Adviser to RCL)
Robert Morgan +44 (0) 755 741 3275
Ben Ullmann +44 (0) 794 486 8288
DMGT
Tim Collier, DMGT Group CFO +44 (0) 20 3615 2902
Adam Webster, Head of Investor Relations +44 (0) 20 3615 2903
J.P. Morgan Cazenove (Lead Financial Adviser
to DMGT
in connection with the Final Offer; Joint
Corporate Broker) +44 (0) 20 7742 4000
Bill Hutchings
Jonty Edwards, James Summer
Credit Suisse (Joint Financial Adviser
to DMGT in connection
with the Final Offer; Joint Corporate Broker) +44 (0) 20 7888 1000
Antonia Rowan, James Green
Gillian Sheldon
Teneo (PR/Media Adviser to DMGT)
Doug Campbell +44 (0) 775 313 6628
Tim Burt +44 (0) 758 341 3254
Disclaimers
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as lead
financial adviser to RCL, and no one else, in connection with the
Final Offer, and will not be responsible to anyone other than RCL
for providing the protections afforded to clients of Lazard nor for
providing advice in relation to the Final Offer, or any other
matter or arrangement referred to herein. Neither Lazard nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any
matter, arrangement or statement contained or referred to herein or
otherwise.
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as joint financial adviser to RCL, and no
one else, in connection with the Final Offer, and will not be
responsible to anyone other than RCL for providing the protections
afforded to clients of Goldman Sachs nor for providing advice in
relation to the Final Offer or any other matter or arrangement
referred to herein. Neither Goldman Sachs nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Goldman
Sachs in connection with the Final Offer, this announcement, any
matter, arrangement or statement contained or referred to herein or
otherwise.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority (the "FCA"). J.P. Morgan
Cazenove is acting as lead financial adviser for DMGT and no one
else in connection with the Final Offer only and will not regard
any other person as its client in relation to the Final Offer or
any other matter referred to in this announcement and will not be
responsible to anyone other than DMGT for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the Final Offer or any matter
or arrangement referred to herein.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as joint financial adviser for DMGT and
no one else in connection with the Final Offer only and will not
regard any other person as its client in relation to the Final
Offer or any other matter referred to in this announcement and will
not be responsible to anyone other than DMGT for providing the
protections afforded to clients of Credit Suisse, nor for providing
advice to any other person in relation to the content of this
announcement or any other matter referenced herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this announcement, any statement contained herein
or otherwise.
Important information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to sell or purchase any securities, or the solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Final Offer
or otherwise nor shall there be any sale, issuance or transfer of
securities of DMGT in any jurisdiction in contravention of
applicable law. The Final Offer will be effected solely through the
Final Offer Document which contains the full terms and conditions
of the Final Offer. Any decision in respect of, or other response
to, the Final Offer should be made only on the basis of the
information contained in the Final Offer Document. Each DMGT A
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences of the Final
Offer applicable to them.
Overseas Shareholders
Unless otherwise determined by RCL, the Final Offer is not
being, and will not be, made, directly or indirectly, in or into or
by the use of mails of, or by any other means (including, without
limitation, electronic mail, facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, any Restricted Jurisdiction, and will not
be capable of acceptance by any such use, means or facility or from
within any Restricted Jurisdiction. Accordingly, unless otherwise
determined by RCL, copies of this announcement, the Final Offer
Document and the Form of Acceptance and any related documents are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) should observe these
restrictions and must not mail, or otherwise forward, send or
distribute any such documents in or into or from any Restricted
Jurisdiction, as doing so may invalidate any purported acceptance
of the Final Offer. Any person (including custodians, nominees and
trustees) who would, or otherwise intends to, or who may have a
legal or contractual obligation to, forward this announcement, the
Final Offer Document, the Form of Acceptance and any related
documents to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of, any jurisdiction, seek appropriate
advice and read paragraph 13 of the letter from RCL set out in Part
II of the Original Offer Document and paragraph 7 of Part D of
Appendix I to the Original Offer Document before doing so. Neither
the US Securities and Exchange Commission ("SEC") nor any US state
securities commission has approved or disapproved this Final Offer,
or passed upon the adequacy or completeness of this document. Any
representation to the contrary is a criminal offence.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this document had been prepared in accordance with the
laws and regulations of any jurisdiction outside England.
Notice to US holders of DMGT A Shares
The Final Offer relates to securities in a non-US company
registered in England and Wales with a listing on the London Stock
Exchange, and is subject to the disclosure requirements, rules and
practices applicable to companies listed in the United Kingdom,
which differ from those of the United States in certain material
respects. This announcement has been prepared in accordance with
U.K. style and practice for the purpose of complying with the laws
of England and Wales and the rules of the London Stock Exchange.
The Final Offer is being made in the United States pursuant to
Section 14(e) of, and Regulation 14E under, the US Securities
Exchange Act of 1934, as amended, subject to the exemptions
provided by Rule 14d-1 under the US Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the
Final Offer will be subject to disclosure and other procedural
requirements that are different from those applicable under US
domestic tender offer procedures. US shareholders should note that
the Company is not listed on an American securities exchange,
subject to the periodic reporting requirements of the US Exchange
Act or required to, and does not, file any reports with the SEC
thereunder.
It may be difficult for US shareholders to enforce certain
rights and claims arising in connection with the Final Offer under
US federal securities laws since the Company is located outside the
United States and its officers and directors reside outside the
United States. It may not be possible to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
To the extent permitted by applicable law and in accordance with
normal UK practice, RCL, J.P. Morgan Securities plc, Credit Suisse
International, Lazard & Co., Limited, Goldman Sachs
International or any of their affiliates holding an exempt status
granted by the Panel, subject to restrictions under Rule 38 of the
Code, may make certain purchases of, or arrangements to purchase
DMGT A Shares outside the United States during the period in which
the Final Offer remains open for acceptance, including sales and
purchases of DMGT A Shares effected by J.P. Morgan Securities plc,
Credit Suisse International, Lazard & Co., Limited or Goldman
Sachs International, acting as market maker in the DMGT A Shares.
These purchases, or other arrangements, may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e-5 under the US Exchange Act by virtue of relief granted by
Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to
purchase, must comply with applicable English law and regulation,
including the listing rules of the FCA, and the relevant provisions
of the US Exchange Act. Any information about such purchases will
be disclosed as required in the United Kingdom and the United
States and, if required, will be reported via a Regulatory
Information Service of the London Stock Exchange and available on
the London Stock Exchange website at www.londonstockexchange.com.
To the extent that such information is made public in the United
Kingdom, this information will also be publically available to
shareholders in the United States.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments.
Time
All times shown in this announcement are to the local time in
London, United Kingdom, unless otherwise stated.
[1] DB London (Investor Services) Nominees Limited holds
58,207,016 DMGT A Shares as nominee for RCL and Harmsworth Trust
Company (PTC) Limited holds 2,500,000 DMGT Ordinary Shares as
nominee for RCL.
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END
OUPBKABQKBKBQDK
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