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2021-11-03

MAJOR REORGANISATION OF DMGT AND RECOMMENDED CASH OFFER

Daily Mail and General Trust plc (DMGT)
MAJOR REORGANISATION OF DMGT AND RECOMMENDED CASH OFFER

03-Nov-2021 / 13:32 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


Not for release, publication or distribution, in whole or in part, in or into any Restricted Jurisdictions or jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This announcement contains inside information.

3 November 2021

MAJOR REORGANISATION OF DMGT

comprising

RECOMMENDED CASH OFFER

for

DAILY MAIL AND GENERAL TRUST PLC ("DMGT")

by

ROTHERMERE CONTINUATION LIMITED ("RCL")

and

PROPOSED DISTRIBUTION TO ALL SHAREHOLDERS

 

As announced on 12 July 2021, the DMGT Board has decided to implement a major reorganisation of DMGT, including the sale of its insurance risk business, Risk Management Solutions, Inc. ("RMS"), a special distribution to all shareholders of substantially all of the cash in the Group and its stake in Cazoo Group and, subject to the satisfaction of certain pre-conditions, an offer for DMGT by its controlling shareholder, RCL.

The Non-conflicted DMGT Directors and RCL are pleased to announce that all the pre-conditions are now satisfied and that they have reached agreement on the definitive terms of the special distribution and on a recommended cash offer (the "Offer") to be made by RCL to acquire all the issued and to be issued DMGT A Shares not already owned by RCL (the "Offer Shares").

Summary of the Reorganisation

  • Under the terms of the Offer, DMGT A Shareholders (being all DMGT Shareholders that hold DMGT A Shares other than RCL) will be entitled to receive:

  255 pence in cash for each DMGT A Share (the "Offer Price").

The Offer Price has been increased from that announced on 12 July 2021 to reflect a decrease in the fair value of DMGT's long term debt.

  • In conjunction with the Offer, the Non-conflicted DMGT Directors intend to declare a single distribution to all DMGT Shareholders (being all holders (including RCL) of DMGT A Shares and DMGT Ordinary Shares (together, "DMGT Shares")) who are on the register of members of DMGT at 6.00 p.m. (London time) on the Record Date (being the day on which the Offer becomes or is declared unconditional) comprising:

568 pence in cash for each DMGT Sharei (the "Cash Element of the Special Dividend")

  and

0.5749 Cazoo Shares for each DMGT Sharei,

subject to the Tax Adjustment Mechanism and rounding for each DMGT Shareholder (the "Share Element of the Special Dividend"),

the Cash Element of the Special Dividend and the Share Element of the Special Dividend together being the "Special Dividend".

  • The Offer will be conditional on (amongst other things) the declaration of the Special Dividend; and settlement of the Special Dividend will be conditional upon the Offer becoming or being declared unconditional. Therefore, in the event that the Offer does not become or is not declared unconditional, there will be no Special Dividend.

 

  • Based on the closing price of a Cazoo Share of $10.01 on 2 November 2021 (being the last business day in New York before the date of this announcement) and the Announcement Exchange Rate, the Special Dividend has an aggregate value of 991 pence per DMGT Share. 

 

  • In addition, RCL has agreed that the DMGT Board should recommend for approval, in accordance with its existing dividend policy, a final dividend in respect of FY 2021 of 17.3 pence per DMGT Share (the "2021 Proposed Final Dividend").ii If approved, the 2021 Proposed Final Dividend  is expected to be paid on or about 4 February 2022 to DMGT Shareholders on the register on 26 November 2021, regardless of whether the Offer becomes or is declared unconditional. 

 

  • At the time of the Possible Offer Announcement, the estimated value of the Cash Element of the Special Dividend was 610 pence per DMGT Share. As a result of a number of deductions (the most significant of which are summarised below), the cash DMGT A Shareholders will receive under the Cash Element of the Special Dividend will be 568 pence per DMGT A Share.

 

  • However, this overall reduction in the Cash Element of the Special Dividend will be offset by a greater number of Cazoo Shares being distributed to DMGT Shareholders as part of the Share Element of the Special Dividend (as explained below) and by the payment of the 2021 Proposed Final Dividend of 17.3 pence per DMGT Share, which RCL has agreed that the DMGT Board should recommend for approval.  This will have the effect of increasing the cash distribution over and above the anticipated cash on balance sheet by approximately £40 million, the cost of which will be borne by RCL if its Offer is accepted.

 

  • The change in the amount of cash available to pay DMGT Shareholders under the Special Dividend is due to the following:

 

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