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Extension of the PUSU Deadline

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Daily Mail and General Trust plc (DMGT)
28-Oct-2021 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement, 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, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE

28 October 2021

 

 

 

Daily Mail and General Trust plc ("DMGT") and Rothermere Continuation Limited ("RCL")

Extension of the PUSU Deadline

 

 

On 12 July 2021, DMGT announced a possible major reorganisation involving the sale of its Insurance Risk division ("RMS"), the Special Dividend and a possible cash offer by RCL to acquire the entire issued and to be issued share capital of DMGT not already owned by RCL (the "Possible Offer"), subject to the reservations and pre-conditions set out in that announcement (the "Reorganisation Announcement"). DMGT announced extensions of the original PUSU deadline set out in the Reorganisation Announcement, on 9 August 2021 and 30 September 2021 respectively (the "Extension Announcements"). Prior to this announcement, the PUSU deadline was 5.00 p.m. (London time) on 28 October 2021.

On 15 September 2021, DMGT announced the completion of the sale of RMS ("RMS Announcement"), which followed the listing of Cazoo Group Ltd on 27 August 2021, thereby satisfying two non-waivable pre-conditions set out in the Reorganisation Announcement.

Discussions with the trustees of DMGT's three pension schemes, in respect of the satisfaction of the remaining non-waivable pre-condition of the Possible Offer, are ongoing.

The Possible Offer remains subject to the satisfaction or waiver (where permitted) of the remaining pre-conditions set out in the Reorganisation Announcement.

Extension of PUSU deadline under Rule 2.6(c) of the Code

To allow further time for the remaining pre-conditions to be satisfied or waived (where permitted), DMGT and RCL have requested, and the Takeover Panel has consented to, a further extension to the PUSU deadline until 5.00 p.m. (London time) on 25 November 2021.

 

Accordingly, under Rule 2.6(a) of the Code, RCL is now required either to announce a firm intention to make an offer for DMGT in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for DMGT, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies, by no later than 5.00 p.m. (London time) on 25 November 2021 (the "PUSU Deadline") unless an extension to that date is agreed between DMGT and RCL and approved by the Takeover Panel.

 

This revised deadline may be extended further with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

 

Unless specified to the contrary, terms defined in the Reorganisation Announcement have the same meaning in this announcement. The Reorganisation Announcement, the Extension Announcements and the RMS Announcement can be found at www.dmgt.com/investors. This announcement has been released with the consent of RCL.

 

Enquiries:

 

DMGT

 

Tim Collier, DMGT CFO

+44 (0) 20 3615 2902

Adam Webster, Head of IR

+44 (0) 20 3615 2903

 

J.P. Morgan Cazenove

(Lead Financial Adviser to DMGT in connection with the Possible Offer; Joint Corporate Broker)

 

+44 (0) 20 7742 4000

Hugo Baring, Bill Hutchings

 

Jonty Edwards, James Summer

 

 

Credit Suisse

(Joint Financial Adviser to DMGT in connection with the Possible 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

 

Lazard & Co., Limited

(Lead Financial Adviser to RCL in connection with the Possible Offer)

 

+44 (0) 20 7187 2000

Nicholas Shott

 

William Lawes, Caitlin Martin

 

 

Goldman Sachs International

(Joint Financial Adviser and Corporate Broker to RCL in connection with the Possible 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

 

 

The person responsible for arranging the release of this announcement for and on behalf of DMGT is Fran Sallas, DMGT Company Secretary (+44 (0) 20 3615 2904).

 

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.dmgt.com/investors, by no later than 12 noon (London time) on 29 October 2021 (being the business day following this announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclaimer

 

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 Possible Offer only and will not regard any other person as its client in relation to the Possible 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 Possible 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 Possible Offer only and will not regard any other person as its client in relation to the Possible 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.

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 Possible Offer, and will not be responsible to anyone other than its client of record for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Possible 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 Possible 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 Possible 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 Possible Offer, this announcement, any matter, arrangement or statement contained or referred to herein or otherwise.

Forward-looking Statements

This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of DMGT and certain plans and objectives of RCL with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by DMGT and/or RCL in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither DMGT nor RCL assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. These factors include uncertainties surrounding the Covid-19 pandemic and the ongoing impact of the Covid-19 pandemic on general economic conditions.


ISIN:

GB00BJQZC279

Category Code:

OUP

TIDM:

DMGT

LEI Code:

4OFD47D73QFJ1T1MOF29

OAM Categories:

3.1. Additional regulated information required to be disclosed under the laws of a Member State

Sequence No.:

125377

EQS News ID:

1244138


 

End of Announcement

EQS News Service

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