Update on expected timing of settlement of the Share Element of the Special Dividend
Daily Mail and General Trust plc (54HB,DMGT)
6 May 2022
Daily Mail and General Trust plc (‘DMGT’)
Update on expected timing of settlement of the
Share Element of the Special Dividend
On 14 December 2021, the Non-conflicted DMGT Directors declared a Special Dividend, comprised of a Cash Element and a Share Element, to all shareholders on the register of members of DMGT as at 6.00pm UK time on 16 December 2021. Settlement of the Cash Element occurred on 30 December 2021.
The Share Element is comprised of DMGT’s holding of shares (‘Cazoo Shares’) in Cazoo Group Ltd (‘Cazoo’), equivalent to approximately 0.5749 shares in Cazoo per DMGT share. At its declaration, settlement of the Share Element was expected to occur in the first half of 2022 and the timing was uncertain due to it being subject to US securities law restrictions. On 31 March 2022, DMGT provided an update that the timing remained uncertain but that the settlement was expected to occur in May 2022.
On 4 May 2022, a committee of the Board of Directors, comprising only Non-conflicted DMGT Directors, authorised the settlement of the Share Element of the Special Dividend subject to (i) Cazoo’s registration statement on Form F-1, as amended from time to time, being effective under the US Securities Act and usable on the date of settlement; and (ii) there being no other legal prohibition on settlement on that date.
As at the date of this announcement, Cazoo’s registration statement is currently suspended pending the US Securities and Exchange Commission (‘SEC’) declaring effective an amendment to the registration statement, which registration statement covers the shares of Cazoo held by DMGT and included in the Share Element. DMGT is unable to settle the Share Element until Cazoo’s registration statement is effective and usable.
DMGT intends to instruct settlement as soon as practicable once Cazoo’s registration statement is effective again, following which shareholders should expect to receive their Cazoo Shares¹ within ten business days of that date. At this stage, the settlement is still expected to occur in May 2022. DMGT will provide a further update, including the expected date of settlement, once Cazoo’s registration statement is effective and usable.
Additional information on the Share Element will be provided to former DMGT Shareholders in the ‘Information Document in relation to the Share Element of the Special Dividend’, which is expected to be published in advance of the settlement date, once that date is known. This document will also be available on DMGT’s website².
Former DMGT Shareholders are referred to the offer document in relation to the recommended cash offer for all of the issued and to be issued DMGT A Shares not already owned by RCL, published on 6 November 2021 (the ‘Original Offer Document’) and to the final offer document in relation to the recommended increased and final offer (the ‘Final Offer’) published on 2 December 2021 (the ‘Final Offer Document’). Capitalised terms in this announcement have the meanings given to them in the Original Offer Document and Final Offer Document.
DMGT Shareholders who held their DMGT Shares in certificated form will receive their book entry account settlement of ownership, being a ‘direct registration statement’, evidencing such DMGT Shareholder’s ownership of Cazoo Shares by EQ Shareowner Services shortly after the issue of such Cazoo Shares, and in any event within 14 days of the date that Cazoo Shares are transferred to them.
EQ Shareowner Services can be contacted by telephone at 1-800-468-9716 (US toll-free) or +1-651-450-4064 (US direct), or online at shareowneronline.com. EQ Shareowner Services are available to assist Monday through Friday from 7.00am to 7.00pm US Central Time.
Unlike DMGT Shares, the Cazoo Shares are traded on the New York Stock Exchange and are not capable of being held, transferred or settled through the CREST settlement systems. For this reason, DMGT Shareholders who held their DMGT Shares in uncertificated form through CREST (directly or through a broker or other nominee with a CREST account) will not be issued Cazoo Shares directly, but will be issued such number of CDIs as is equivalent to the number of Cazoo Shares they would otherwise be entitled to receive under the Special Dividend. A CDI is a CREST depository interest representing an entitlement to a share and, under the arrangement, one Cazoo CDI will represent one Cazoo Share.
The Cazoo CDIs will reflect the same economic rights as are attached to the Cazoo Shares. However, while the holders of Cazoo CDIs will have an interest in the underlying Cazoo Shares, they will not be registered holders of the Cazoo Shares. Instead, CREST International Nominees Limited will hold the shares on behalf of each holder of Cazoo CDIs, through the DTC (the central securities depository in the US). Holders of Cazoo CDIs will otherwise be treated in the same manner as if they were registered holders of the Cazoo Shares underlying the Cazoo CDIs, in each case in accordance with applicable law and, so far as is possible, in accordance with the CREST arrangements.
The Cazoo Shares to which such DMGT shareholders will be entitled will be delivered, held and settled in CREST and linked to the underlying Cazoo Shares by means of the CREST International Settlement Service.
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End of Announcement
EQS News Service