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DAILY MAIL & GENERAL TRUST PLC: Scheme of Arrangement


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 of such jurisdiction.

FOR IMMEDIATE RELEASE

14 August 2013


                              RECOMMENDED SCHEME                               
                                      of                                       
                   DAILY MAIL AND GENERAL TRUST PLC ("DMGT")                   
                          resulting in the holding by                          
                    ROTHERMERE CONTINUATION LIMITED ("RCL")                    

 of the issued ordinary voting share capital of DMGT not already owned by RCL  
    to be effected by means of a scheme of arrangement under Part 26 of the    
                              Companies Act 2006                               

The directors of RCL and the Independent DMGT Directors announce the terms of a
recommended scheme for the reorganisation of the share capital of DMGT
resulting in the holding by RCL of the issued ordinary voting share capital of
DMGT not already owned by RCL (and therefore the entire issued ordinary voting
share capital of DMGT).

Summary

  * The Scheme relates only to the DMGT Ordinary Shares not already owned by
    RCL. The Scheme does not involve the holders of DMGT A Shares other than
    RCL and parties connected with RCL.
      * If effected, the Scheme would result in the holding by RCL of the issued
    ordinary voting share capital of DMGT not already owned by RCL (and
    therefore the entire issued ordinary voting share capital of DMGT) and the
    holding by Relevant DMGT Ordinary Shareholders of DMGT A Shares in the
    following ratio:
    For every 100 DMGT Ordinary Shares held: 112.5 DMGT A Shares

  * 
    As announced by DMGT on 1 July 2013, RCL entered into an agreement with EH
    Settlement pursuant to which EH Settlement agreed to transfer all of the
    5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange
    for 6,564,409 DMGT A Shares owned by RCL at an exchange ratio of 112.5 DMGT
    A Shares for every 100 DMGT Ordinary Shares. That exchange was completed on
    12 July 2013. Accordingly, RCL now owns 17,738,163 DMGT Ordinary Shares
    representing 89.2 per cent. of the issued DMGT Ordinary Shares.‬
      * The Scheme provides an opportunity for the Relevant DMGT Ordinary
    Shareholders, who hold 2,148,309 (in aggregate) DMGT Ordinary Shares, to
    hold instead DMGT A Shares at the same ratio as was agreed between RCL and
    EH Settlement.
      * Based on the Closing Price of a DMGT A Share of 820 pence on 13 August 2013
    (being the last Business Day prior to the date of this announcement), the
    Scheme represents a value per Relevant DMGT Ordinary Share of 923 pence.
    This represents a premium of 39 per cent. based on the Closing Price of the
    DMGT Ordinary Shares on the last Business Day prior to the date of this
    announcement and a premium of 59 per cent. based on the Closing Price of
    the DMGT Ordinary Shares 31 days prior to the offer period.
      * Based on information currently held by DMGT and RCL, RCL and parties
    presumed by the Panel to be acting in concert with it are together
    interested in approximately 18,316,783 DMGT Ordinary Shares, representing
    approximately 92.1 per cent. of the DMGT Ordinary Shares in issue, and
    approximately 86,915,079 DMGT A Shares, representing approximately 23.3 per
    cent. of the DMGT A Shares in issue.
      * Further information about the Scheme will be set out in the Scheme
    Document.
      * RCL is a holding company incorporated in Bermuda. The main asset of the
    company is an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned
    by a trust (the "Trust") which is held for the benefit of Viscount
    Rothermere and his immediate family. Both RCL and the Trust are
    administered in Jersey, in the Channel Islands. The directors of RCL, of
    which there are seven, include two directors of DMGT, namely Viscount
    Rothermere and Mr John Hemingway.
      * RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has
    therefore controlled DMGT, for many years. RCL's holding of 100 per cent.
    of the DMGT Ordinary Shares pursuant to the Scheme will not affect its
    intention that DMGT should continue to be managed in accordance with best
    corporate governance practice for the benefit of all shareholders, as has
    been the case throughout the period of RCL's control. In particular, RCL's
    intention is that DMGT will: continue to observe the Listing Principles in
    their current form; continue to maintain a securities dealing code for
    certain of its employees in the form of the Model Code in its current form;
    continue to observe the UK Corporate Governance Code on a `comply or
    explain' basis; and have an appropriate number of independent non-executive
    directors on its board. It is also intended by RCL that DMGT's independent
    directors at the time will take decisions on behalf of DMGT in relation to
    any proposed transaction between DMGT and RCL or between DMGT and an
    associate of RCL where any such proposed transaction would have been a
    related party transaction under Chapter 11 of the Listing Rules in its
    current form. RCL has indicated to DMGT that its intentions for DMGT's
    governance are long term in nature and that it would discuss with the Board
    of DMGT any material change in its intentions.
      * It is intended that the Scheme will be implemented by means of a scheme of
    arrangement under Part 26 of the Companies Act 2006. It is expected that
    the Scheme Document containing further information about the Scheme will be
    published within 28 days of the date of this announcement (unless agreed
    otherwise with the Panel) and that, if approved, the Scheme will become
    effective during the fourth quarter of 2013.
    Rationale for the Scheme and Recommendation

  * DMGT has two classes of share capital: the DMGT Ordinary Shares
    (representing approximately 5 per cent. of the total issued share capital
    of DMGT), which are tightly held, illiquid and have a limited free float,
    and the DMGT A Shares (representing approximately 95 per cent. of the total
    issued share capital of DMGT), which are widely held and traded. Both the
    DMGT Ordinary Shares and the DMGT A Shares are listed on the London Stock
    Exchange (the DMGT A Shares with a standard listing and the DMGT Ordinary
    Shares with a premium listing) and rank pari passu in all respects, save
    that only the DMGT Ordinary Shares carry the right to receive notice of or
    attend or vote at any general meeting.
      * Following the FCA consultation paper (CP 12/25) issued in October 2012, the
    Independent DMGT Directors and the directors of RCL consider there is a
    risk that the FCA will downgrade the listing status of the DMGT Ordinary
    Shares from premium to standard or cancel the listing of the DMGT Ordinary
    Shares altogether. Consequently, RCL is proposing the Scheme to Relevant
    DMGT Ordinary Shareholders in order to provide them with the opportunity to
    hold, instead of the Relevant DMGT Ordinary Shares, the significantly more
    liquid DMGT A Shares.
      * The Relevant DMGT Ordinary Shareholders have the ability to capture a 58
    per cent. premium based on the Closing Price of the DMGT Ordinary Shares on
    28 June 2013; a 45 per cent. premium to the volume weighted average price
    of the DMGT Ordinary Shares over the last twelve months; and a 39 per cent.
    premium based on the Closing Price of the DMGT Ordinary Shares on 13 August
    2013, the Business Day prior to the date of this announcement.
      * The Independent DMGT Directors, who have been so advised by Lazard,
    consider the terms of the Scheme to be fair and reasonable. In providing
    its advice, Lazard has taken into account the commercial assessments of the
    Independent DMGT Directors. Accordingly, the Independent DMGT Directors
    intend unanimously to recommend that DMGT Ordinary Shareholders vote in
    favour of the Scheme as Martin Morgan and David Verey, the only Independent
    DMGT Directors who hold DMGT Ordinary Shares, have irrevocably undertaken
    to do in respect of their own holdings of 7,264 Relevant DMGT Ordinary
    Shares in aggregate, representing approximately 0.04 per cent. of the DMGT
    Ordinary Shares and 0.34 per cent. of the Relevant DMGT Ordinary Shares in
    issue on 13 August 2013 (being the last Business Day prior to the date of
    this announcement). Further details of these irrevocable undertakings,
    together with details of the letter of intent given by Aviva Investors
    Global Services Limited, are set out on page 12 of this announcement.

This summary should be read in conjunction with, and is subject to, the following full announcement and the Appendices. The Scheme will be subject to the Conditions and further principal terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this announcement contains bases and sources of certain information contained in this announcement. Certain terms used in this announcement are defined in Appendix 3 to this announcement.

Enquiries:

Rothschild (Financial Adviser to RCL) +44 20 7280 5656 Dominic Hollamby

DMGT +44 20 7938 6000 Stephen Daintith Claire Chapman

Lazard (Financial Adviser to the Independent DMGT Directors) +44 20 7187 2000 Nicholas Shott Cyrus Kapadia

Brunswick Group LLP (Public Relations Adviser to DMGT) +44 20 7404 5959 Kim Fletcher Charlie Potter

IMPORTANT NOTES

This announcement 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 security pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Scheme Document which will contain the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme should be made only on the basis of the information contained in such document.

In particular, this announcement is not an offer of securities for sale in the United States. The Scheme and the DMGT A Shares which will be held by the Relevant DMGT Ordinary Shareholders if the Scheme is effected, have not been, and will not be, registered under the Securities Act, or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the DMGT A Shares has been, or will be, applied for in any jurisdiction other than the UK. The DMGT A Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the Scheme will be effected in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a) (10) thereof.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person.

In particular, copies of this announcement and any formal documentation relating to the Scheme are not being, and must not be, directly or indirectly, in whole or in part, 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) must not mail or otherwise forward, distribute or send it, in whole or in part, in or into or from any Restricted Jurisdiction.

The availability of the Scheme to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Scheme will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

You may request a hard copy of this announcement by contacting Fran Sallas, Assistant Company Secretary, DMGT, on +44 (0) 20 3615 2904 . You may also request that all future documents, announcements and information to be sent to you in relation to the Scheme should be in hard copy form.

Publication on website

A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on DMGT's website at www.dmgt.com no later than 12 noon (London time) on the day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Notice to US holders of DMGTOrdinary Shares

The Scheme relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the US tender offer rules. Accordingly, the Scheme is subject to UK disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure and other requirements of the US securities laws. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of DMGT Ordinary Shares to enforce their rights and any claim arising out of the US federal securities laws, since RCL and DMGT are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US holders of DMGT Ordinary Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Rothschild

Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for RCL and no one else in connection with the Scheme and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Scheme or any other matters referred to in this announcement. Neither Rothschild nor any of its associates 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 Rothschild in connection with any statement contained herein or otherwise.

Lazard

Lazard, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to the Independent DMGT Directors and no one else in connection with the Scheme and will not be responsible to anyone other than Independent DMGT Directors for providing the protections afforded to clients of Lazard or for providing advice in relation to the Scheme or any other matters referred to in this announcement. 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 any statement contained herein or otherwise.

Cautionary note regarding forward-looking statements

This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements" with respect to, for example, 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, but not always, 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. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. 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 announcement 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 announcement. Neither DMGT nor RCL assumes any obligation to update or correct the information contained in this announcement (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.

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per DMGT Ordinary Share or DMGT A Share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT Ordinary Share or DMGT A Share respectively.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to 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 relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Dealing Disclosures must be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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 of such jurisdiction.


                                                                               
                              RECOMMENDED SCHEME                               
                                      of                                       
                                     DMGT                                      
                          resulting in the holding by                          
                                      RCL                                      

 of the issued ordinary voting share capital of DMGT not already owned by RCL  
    to be effected by means of a scheme of arrangement under Part 26 of the    
                              Companies Act 2006                               

 1. Introduction

The directors of RCL and the Independent DMGT Directors announce the terms of a recommended scheme for the reorganisation of the share capital of DMGT resulting in the holding by RCL of the issued ordinary voting share capital of DMGT not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT).

The Scheme relates only to the DMGT Ordinary Shares not already owned by RCL and does not involve the holders of DMGT A Shares other than RCL and parties connected with RCL.

2. The Scheme

If effected, the Scheme would result in the holding by RCL of the issued ordinary voting share capital of DMGT not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT) and the holding by Relevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio:

For every 100 DMGT Ordinary Shares held: 112.5 DMGT A Shares

and so in proportion for any greater or lesser number of DMGT Ordinary Shares held. Entitlements to DMGT A Shares under the Scheme will be rounded down to the nearest whole DMGT A Share.

The Scheme relates to the 2,148,309 DMGT Ordinary Shares not already owned by RCL. Based on the Closing Price of a DMGT A Share of 820 pence on 13 August 2013 (being the last Business Day prior to the date of this announcement), the Scheme represents a value per Relevant DMGT Ordinary Share of 923 pence.

The Scheme is being made available only to DMGT Ordinary Shareholders and, with the consent of the Panel, will not be made available to DMGT A Shareholders.

It is expected that the Scheme Document will be published within 28 days of the date of this announcement and that, if approved, the Scheme will become effective during the fourth quarter of 2013.

The Scheme will be conditional upon the Conditions being fulfilled by not later than the Long Stop Date. Further details on the Conditions are set out in Appendix 1 to this announcement.

3. Recommendation

The Independent DMGT Directors, who have been so advised by Lazard, consider the terms of the Scheme to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the Independent DMGT Directors. Accordingly, the Independent DMGT Directors intend unanimously to recommend that DMGT Ordinary Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting as Martin Morgan and David Verey, the only Independent DMGT Directors who own DMGT Ordinary Shares, have irrevocably undertaken to do in respect of their own holdings of 7,264 DMGT Ordinary Shares in aggregate, representing approximately 0.04 per cent. of the DMGT Ordinary Shares and 0.34 per cent. of the Relevant DMGT Ordinary Shares in issue on 13 August 2013 (being the last Business Day prior to the date of this announcement). Further details of these irrevocable undertakings, together with details of the letter of intent given by Aviva Investors Global Services Limited, are set out on page 12 of this announcement. In giving this recommendation, the Independent DMGT Directors have taken into account, inter alia, RCL's intentions in relation to the ongoing governance of DMGT (see section 9 below), the premium being offered to the Relevant DMGT Ordinary Shareholders, and the liquidity of the DMGT Ordinary Shares and the DMGT A Shares.

The Relevant DMGT Ordinary Shareholders have the ability to capture a 58 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 28 June 2013; a 45 per cent. premium to the volume weighted average price of the DMGT Ordinary Shares over the last twelve months; and a 39 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 13 August 2013, the Business Day prior to the date of this announcement.

4. Background to and reasons for the Scheme

DMGT has two classes of share capital: the DMGT Ordinary Shares (representing approximately 5 per cent. of the total issued share capital of DMGT) and the DMGT A Shares (representing approximately 95 per cent. of the total issued share capital of DMGT). Both the DMGT Ordinary Shares and the DMGT A Shares are listed on the London Stock Exchange (the DMGT A Shares with a standard listing and the DMGT Ordinary Shares with a premium listing) and rank pari passu in all respects, save that only the DMGT Ordinary Shares carry the right to receive notice of or attend or vote at any general meeting.

As announced by DMGT on 1 July 2013, RCL entered into an agreement with EH Settlement pursuant to which EH Settlement agreed to transfer all of the 5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange for 6,564,409 DMGT A Shares owned by RCL at an exchange ratio of 112.5 DMGT A Shares for every 100 DMGT Ordinary Shares. That transaction was completed on 12 July 2013. Accordingly, RCL now owns 17,738,163 DMGT Ordinary Shares representing 89.2 per cent. of the issued DMGT Ordinary Shares.‬

Based on information currently held by DMGT and RCL, RCL and parties presumed by the Panel to be acting in concert with it are together interested in approximately 18,316,783 DMGT Ordinary Shares, representing approximately 92.1 per cent. of the DMGT Ordinary Shares in issue, and approximately 86,915,079 DMGT A Shares, representing approximately 23.3 per cent. of the DMGT A Shares in issue.

The DMGT A Shares are widely held and traded. However, the DMGT Ordinary Shares are tightly held and have a limited free float, with the RCL Concert Party (based on information currently held by DMGT and RCL) holding approximately 92.1 per cent. of the DMGT Ordinary Shares. Consequently, the DMGT Ordinary Shares are very illiquid with the DMGT Ordinary Shares trading on only 10 days per year on average over the last 3 years. This lack of liquidity is likely to have contributed to the DMGT Ordinary Shares currently trading at a significant discount to the DMGT A Shares. On 13 August 2013 (being the last Business Day prior to the date of this announcement), the discount was 19 per cent.

The FCA consultation paper (CP 12/25) issued in October 2012 contained various proposed changes to the Listing Rules to address, among other things, a concern about companies with low levels of free float. Currently, at least 25 per cent. of any class of shares must be held in public hands although in the past the FCA has accepted a smaller free float provided that the FCA was satisfied that there would be a properly functioning secondary market in the shares of that company.

Following this consultation paper, the Independent DMGT Directors and the directors of RCL consider that there is a risk that the FCA will downgrade the listing status of the DMGT Ordinary Shares from premium to standard or cancel the listing of the DMGT Ordinary Shares altogether. Consequently, RCL is proposing the Scheme to provide Relevant DMGT Ordinary Shareholders with the opportunity to hold, instead of the Relevant DMGT Ordinary Shares, the significantly more liquid DMGT A Shares.

5. Delisting

It is intended that dealings in DMGT Ordinary Shares will be suspended at 5.00pm London time on the Business Day prior to the Effective Date. It is further intended that an application will be made to (i) the London Stock Exchange for a cancellation of the admission of the DMGT Ordinary Shares to trading on the main market and (ii) the UK Listing Authority for a cancellation of the listing of the DMGT Ordinary Shares on the Official List, with effect as of or shortly following the Effective Date.

6. Information relating to DMGT

DMGT is an international group with a portfolio of digital, information, media and events businesses. DMGT is listed on the London Stock Exchange and as at 13 August 2013, being the last Business Day prior to the date of this announcement, had a market capitalisation of £3.2 billion. For the year ended 30 September 2012, DMGT had revenue of £1,960 million and Adjusted Operating Profit of £300 million. As at 30 September 2012, DMGT had total assets of £ 2,171 million and net assets of £256 million. DMGT is a global business with operations spanning Europe, North and South America, the Middle East, Asia and Australia and employs approximately 12,000 people. DMGT's registered office is in London at Northcliffe House.

DMGT's profits are split approximately 75 per cent. within B2B and 25 per cent. within B2C.

DMGT reports in 5 business activities:

• RMS

• dmg information

• dmg events

• Euromoney

• dmg media

RMS is a producer of risk analysis models, services, expertise and data solutions for the quantification and management of catastrophe risk for the global property and casualty re-insurance industry. RMS operates under the RMS brand and for the year ended 30 September 2012 had revenue of £163 million and Adjusted Operating Profit of £56 million.

dmg information is a global provider of B2B information for the property, education, energy and finance sectors. dmg information operates under the Landmark, EDR, Hobsons and Lewtan brands amongst others, and for the year ended 30 September 2012 had revenue of £253 million and Adjusted Operating Profit of £48 million.

dmg events is a global supplier of B2B exhibitions and associated conferences focusing on the energy, construction, interiors and digital marketing sectors. dmg events operates under the adtech, Gastech and The Big 5 International Building and Construction Show brands amongst others and for the year ended 30 September 2012 had revenue of £89 million and Adjusted Operating Profit of £21 million.

dmg media is an international publisher with a print and digital portfolio. Assets include two of the UK's most read paid-for newspapers, one of the world's most visited newspaper websites, one of the world's most popular digital recruitment businesses and a majority stake in one of the UK's most popular digital property businesses. dmg media's brands include The Daily Mail, MailOnline, Metro, Zoopla and jobsite, and for the year ended 30 September 2012 it had revenue of £1,060 million and Adjusted Operating Profit of £104 million. DMGT Group sold the Northcliffe Media regional newspaper business, with effect from 30 December 2012, to Local World for cash proceeds of £52.5 million. DMGT Group also took a 38.7 per cent. stake in Local World.

Euromoney is a B2B media group focused primarily on the international finance, metals and commodities sectors and is a provider of electronic research and data, a trade publisher of both online and print, as well as running conferences, seminars and training courses. Euromoney operates under the Euromoney, Euroweek, Institutional Investor and BCA Research brands amongst others, and for the year ended 30 September 2012 had revenue of £394 million and Adjusted Operating Profit of £112 million. Euromoney is separately listed and as at 13 August 2013, being the last Business Day prior to the date of this announcement, had a market capitalisation of £1.4 billion. DMGT owns approximately 68.1 per cent. of Euromoney.

7. Information relating to RCL

RCL is a holding company incorporated in Bermuda. The main asset of the company is an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned by a trust (the "Trust") which is held for the benefit of Viscount Rothermere and his immediate family. Both RCL and the Trust are administered in Jersey, in the Channel Islands. The directors of RCL, of which there are seven, include two directors of DMGT, namely Viscount Rothermere and Mr John Hemingway.

8. Management, employees and locations

RCL attaches great importance to the skills and experience of the existing management and employees of DMGT. RCL confirms that it has given assurances to the Independent DMGT Directors that, upon and following completion of the Scheme, it intends fully to safeguard the existing employment rights of all DMGT Group management and employees and to comply with DMGT's pension obligations for existing employees.

It is expected that there will be no change to the composition of the Board of DMGT as a result of the Scheme.

RCL intends that DMGT's current strategic direction will remain unchanged by the Scheme and that the Scheme will have no impact on any of (i) the continued employment of the DMGT Group's employees and management, including the conditions of such employment; (ii) the locations of DMGT's places of business; or (iii) the deployment of DMGT's fixed assets.

9. Governance

RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has therefore controlled DMGT, for many years. RCL's holding of 100 per cent. of the DMGT Ordinary Shares pursuant to the Scheme will not affect its intention that DMGT should continue to be managed in accordance with best corporate governance practice for the benefit of all shareholders, as has been the case throughout the period of RCL's control. In particular, RCL's intention is that DMGT will: continue to observe the Listing Principles in their current form; continue to maintain a securities dealing code for certain of its employees in the form of the Model Code in its current form; continue to observe the UK Corporate Governance Code on a `comply or explain' basis; and have an appropriate number of independent non-executive directors on its board. It is also intended by RCL that DMGT's independent directors at the time will take decisions on behalf of DMGT in relation to any proposed transaction between DMGT and RCL or between DMGT and an associate of RCL where any such proposed transaction would have been a related party transaction under Chapter 11 of the Listing Rules in its current form. RCL has indicated to DMGT that its intentions for DMGT's governance are long term in nature and that it would discuss with the Board of DMGT any material change in its intentions.

10. Irrevocable undertakings and letter of intent

RCL has received an irrevocable undertaking from Martin Morgan, an Independent DMGT Director, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 764 DMGT Ordinary Shares representing approximately 0.004 per cent. of the issued DMGT Ordinary Shares and 0.036 per cent. of the Relevant DMGT Ordinary Shares. RCL has also received an irrevocable undertaking from David Verey, another Independent DMGT Director, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 6,500 DMGT Ordinary Shares representing approximately 0.03 per cent. of the issued DMGT Ordinary Shares and 0.30 per cent. of the Relevant DMGT Ordinary Shares. Both of these irrevocable undertakings will cease to be binding if RCL announces, with the consent of the Panel and before the Scheme Document is posted, that it does not intend to proceed with the Scheme, or the Scheme lapses or is withdrawn.

RCL has also received a letter of intent from Aviva Investors Global Services Limited acting as agent in its capacity as investment manager for and behalf of certain of its clients to vote in favour of the Scheme in respect of 415,000 DMGT Ordinary Shares representing approximately 2.09 per cent. of the issued DMGT Ordinary Shares and 19.32 per cent. of the Relevant DMGT Ordinary Shares.

The irrevocable undertakings and letter of intent referred to in this section 10 are in respect of an aggregate of 422,264 DMGT Ordinary Shares representing approximately 2.12 per cent. of the issued DMGT Ordinary Shares and 19.66 per cent. of the Relevant DMGT Ordinary Shares.

The DMGT Ordinary Shares held by RCL will not be voted at the Court Meeting. Accordingly, the Scheme will proceed only if the required majority of Relevant DMGT Ordinary Shareholders votes in favour of the Scheme.

11. Disclosure of interests in relevant securities

RCL confirms that it made an Opening Position Disclosure on 15 July 2013, setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code.

12. Documents on display

Copies of the irrevocable commitments and letter of intent listed in paragraph 10 above will, by no later than 12 noon on 15 August 2013 be published on DMGT's website at www.dmgt.com until the Effective Date. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, the announcement.

13. Further terms and conditions of the Scheme

The Scheme will be subject to the Conditions and principal further terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 1 to this announcement contains the Conditions. Appendix 2 to this announcement contains bases and sources of certain information contained in this announcement. Appendix 3 to this announcement contains the meaning of certain terms used in this announcement.

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority.

14. Expected timetable

It is intended that the Scheme Document containing further details of the Scheme will be despatched to Relevant DMGT Ordinary Shareholders, persons with information rights and, for information only, to DMGT A Shareholders and participants in the DMGT Share Schemes (in each case, other than to persons in a Restricted Jurisdiction) within 28 days of the date of this announcement (unless agreed otherwise with the Panel) and that, if approved, the Scheme will become effective during the fourth quarter of 2013.

Enquiries:

Rothschild (Financial Adviser to RCL) +44 20 7280 5656 Dominic Hollamby

Lazard (Financial Adviser to the Independent DMGT Directors) +44 20 7187 2000 Nicholas Shott Cyrus Kapadia

Brunswick Group LLP (Public Relations Adviser to DMGT) +44 20 7404 5959 Kim Fletcher Charlie Potter

IMPORTANT NOTES

This announcement 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 security pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Scheme Document which will contain the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme should be made only on the basis of the information contained in such document.

In particular, this announcement is not an offer of securities for sale in the United States. The Scheme and the DMGT A Shares, which will be held by the Relevant DMGT Ordinary Shareholders if the Scheme is effected, have not been, and will not be, registered under the Securities Act, or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the DMGT A Shares has been, or will be, applied for in any jurisdiction other than the UK. The DMGT A Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the Scheme will be effected in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a) (10) thereof.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person.

In particular, copies of this announcement and any formal documentation relating to the Scheme are not being, and must not be, directly or indirectly, in whole or in part, 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) must not mail or otherwise forward, distribute or send it, in whole or in part, in or into or from any Restricted Jurisdiction.

The availability of the Scheme to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Scheme will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

You may request a hard copy of this announcement by contacting Fran Sallas, Assistant Company Secretary, DMGT, on +44 (0) 20 3615 2904 . You may also request that all future documents, announcements and information to be sent to you in relation to the Scheme should be in hard copy form.

Publication on website

A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on DMGT's website at www.dmgt.com no later than 12 noon (London time) on the day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Notice to US holders of DMGTOrdinary Shares

The Scheme relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme is subject to UK disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure and other requirements of the US securities laws. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of DMGT Ordinary Shares to enforce their rights and any claim arising out of the US federal securities laws, since RCL and DMGT are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US holders of DMGT Ordinary Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Rothschild

Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for RCL and no one else in connection with the Scheme and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Scheme or any other matters referred to in this announcement. Neither Rothschild nor any of its associates 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 Rothschild in connection with any statement contained herein or otherwise.

Lazard

Lazard, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to the Independent DMGT Directors and no one else in connection with the Scheme and will not be responsible to anyone other than Independent DMGT Directors for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Scheme or any other matters referred to in this announcement. 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 any statement contained herein or otherwise.

Cautionary note regarding forward-looking statements

This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements" with respect to, for example, 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, but not always, 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. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. 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 announcement 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 announcement. Neither DMGT nor RCL assumes any obligation to update or correct the information contained in this announcement (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.

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per DMGT Ordinary Share or DMGT A Share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT Ordinary Share or DMGT A Share respectively.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (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 relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Dealing Disclosures must be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME

Part A: Conditions to the Scheme

The Scheme will be conditional upon the following conditions being fulfilled by the Long Stop Date:

1.1 its approval by a majority in number representing not less than 75 per cent. in value of the Relevant DMGT Ordinary Shareholders who are on the register of members of DMGT at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting (or any adjournment thereof) and at any separate class meeting which may be required (or any adjournment thereof);

1.2 all resolutions in connection with or required to approve and implement the Scheme and approve the related Capital Reduction being duly passed by the requisite majority of DMGT Ordinary Shareholders at the General Meeting (or any adjournment thereof);

1.3 the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to RCL and DMGT) and confirmation of the Capital Reduction by the Court (with or without modification but subject to any modification being on terms acceptable to RCL and DMGT) and (a) the delivery of copies of the Court Order(s) and the requisite statement of capital attached thereto to the Registrar of Companies and (b) if so ordered in order to take effect, the registration of the Court Order effecting the Capital Reduction and such statement of capital by the Registrar of Companies; and

1.4 to the extent applicable (i) the UK Listing Authority having acknowledged to DMGT or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of any new DMGT A Shares arising pursuant to the Scheme to the Official List with a standard listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FCA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to DMGT or its agent (and such acknowledgement not having been withdrawn) that such new shares will be admitted to trading.

Part B: Certain further terms of the Scheme

Entitlements to DMGT A Shares under the Scheme will be rounded down to the nearest whole DMGT A Share.

APPENDIX 2


                               BASES AND SOURCES                               

In this announcement:

1. References to the issued share capital of DMGT (whether in respect of the
total issued share capital, the issued ordinary voting share capital or the
issued non-voting A ordinary share capital) are references to the undiluted
issued share capital of DMGT and are references to the number of the relevant
shares in issue (including shares held in treasury) as at the close of business
on 13 August 2013, being the last Business Day prior to the date of this
announcement. The International Securities Identification Number for DMGT
Ordinary Shares is GB0009458117 and the International Securities Identification
Number for DMGT A Shares is GB0009457366.

2. The value of the Scheme per Relevant DMGT Ordinary Share is calculated on
the basis of the Closing Price of a DMGT A Share on 13 August 2013, being the
last Business Day prior to the date of this announcement, 923 pence.

3. The financial information relating to DMGT is extracted from the audited
consolidated financial statements of DMGT for the relevant years, prepared in
accordance with International Financial Reporting Standards.

4. Shares in the RCL / EH Settlement transaction and the resulting RCL holding
of DMGT Ordinary Shares are as per the TR-1 Notification of Major Interest in
Shares release dated 1 July 2013.

5. All prices for DMGT Ordinary Shares and DMGT A Shares have been derived from
the Daily Official List of the London Stock Exchange and represent Closing
Prices on the relevant date(s).

6. The liquidity, trading volumes and volume weighted average price data
relating to DMGT Ordinary Shares and DMGT A Shares are derived from data
provided by Factset.

7. The premium calculations to the price per DMGT Ordinary Share have been
calculated by reference to:

  * a price of 820 pence per DMGT A Share, being the Closing Price on 13 August
    2013, the last Business Day prior to this announcement, as derived from
    data provided by the London Stock Exchange;
      * a price of 666 pence per DMGT Ordinary Share, being the Closing Price on 13
    August 2013, the last Business Day prior to this announcement, as derived
    from data provided by the London Stock Exchange; and
      * a price of 580 pence per DMGT Ordinary Share, being the Closing Price on 31
    May 2013, being 31 days prior to the offer period, as derived from data
    provided by the London Stock Exchange; and
      * a price of 638 pence per DMGT Ordinary Share, being the volume weighted
    average price over the twelve months up to and including 13 August 2013,
    the last Business Day prior to this announcement, as derived from data
    provided by FactSet.

8. Information relating to RCL has been provided by persons duly authorised by the RCL board.

APPENDIX 3

DEFINITIONS

"£" or "pence" the lawful currency of the UK

"Adjusted Operating Profit" operating profit before exceptional items,


                                  impairment of goodwill and intangible assets 
                                  and amortisation of intangible assets arising
                                  on business contributions                    

"B2B" business-to-business

"B2C" business-to-consumer

"Board" the board of directors of DMGT

"Business Day" a day, (other than a Saturday, Sunday, public


                                  or bank holiday) on which banks are generally
                                  open for business in London                  

"Capital Reduction" the reduction of DMGT's share capital

provided for by the Scheme

"City Code" the City Code on Takeovers and Mergers

"Closing Price" the closing middle market quotations of a


                                  share derived from the Daily Official List of
                                  the London Stock Exchange                    

"Conditions" the conditions to the Scheme set out in

Appendix 1 to this announcement

"Court" the High Court of Justice in England and

Wales

"Court Meeting" the meeting of Relevant DMGT Ordinary


                                  Shareholders to be convened pursuant to an   
                                  order of the Court for the purpose of        
                                  considering and, if thought fit, approving   
                                  the Scheme, including any adjourned meeting  

"Court Order(s)" the order(s) of the Court sanctioning the


                                  Scheme and confirming the related Capital    
                                  Reduction                                    

"DMGT" Daily Mail and General Trust plc,


                                  incorporated in England and Wales with       
                                  registered number 00184594                   

"DMGT A Shareholders" the holders of DMGT A Shares

"DMGT A Shares" the non-voting A ordinary shares of 12.5

pence each in the capital of DMGT

"DMGT Group" DMGT and its Subsidiaries and associated

undertakings

"DMGT Ordinary Shareholders" the holders of DMGT Ordinary Shares

"DMGT Ordinary Shares" the voting ordinary shares of 12.5 pence each

in the capital of DMGT

"Effective Date" the date on which the Scheme becomes

effective in accordance with its terms

"EH Settlement" The Esmond Harmsworth 1998 Settlement

"Euromoney" Euromoney Institutional Investor Plc,


                                  incorporated in England and Wales with       
                                  registered number 00954730                   

"FCA" Financial Conduct Authority

"General Meeting" the general meeting of DMGT Ordinary


                                  Shareholders to be convened in connection    
                                  with the Scheme and the Capital Reduction,   
                                  including any adjourned meeting              

"Independent DMGT Directors" the directors of DMGT other than Viscount


                                  Rothermere, John Hemingway, David Nelson and 
                                  Andrew Lane                                  

"Lazard" Lazard & Co., Limited

"London Stock Exchange" London Stock Exchange plc

"Long Stop Date" 31 January 2014 or such later date as RCL and


                                  the Independent DMGT Directors may, with the 
                                  consent of the Panel, agree and, if required,
                                  the Court may approve                        

"Official List" the official list maintained by the UK

Listing Authority

"Panel" the Panel on Takeovers and Mergers

"RCL" Rothermere Continuation Limited, incorporated

in Bermuda with registered number 20361

"RCL Concert Party" RCL, together with the parties presumed by

the Panel to be acting in concert with it

"Relevant DMGT Ordinary the holders of Relevant DMGT Ordinary Shares Shareholders"

"Relevant DMGT Ordinary Shares" the issued ordinary voting share capital of


                                  DMGT not already owned by RCL as at the date 
                                  of the Scheme Document                       

"Restricted Jurisdiction" any jurisdiction where local laws or


                                  regulations may result in a significant risk 
                                  of civil, regulatory or criminal exposure if 
                                  information concerning the Scheme is sent or 
                                  made available to DMGT Ordinary Shareholders 
                                  or DMGT A Shareholders in that jurisdiction  

"Rothschild" N M Rothschild & Sons Limited

"Scheme" a court-approved scheme of arrangement under


                                  Part 26 of the Companies Act 2006 between    
                                  DMGT and the Relevant DMGT Ordinary          
                                  Shareholders resulting in the holding by RCL 
                                  of all of the Relevant DMGT Ordinary Shares, 
                                  with or subject to any modification, addition
                                  or condition approved or imposed by the Court
                                  and agreed to by DMGT and RCL                

"Scheme Document" the document to be sent to, among others,


                                  Relevant DMGT Ordinary Shareholders          
                                  containing, amongst other things, the Scheme 
                                  and the notices covering the Court Meeting   
                                  and General Meeting                          

"Scheme Voting Record Time" the date and time to be specified in the


                                  Scheme Document by reference to which        
                                  entitlement to vote on the Scheme will be    
                                  determined                                   

"Securities Act" the US Securities Act of 1933, as amended,


                                  and the rules and regulations promulgated    
                                  thereunder                                   

"Subsidiary" has the meaning given in section 1159 of the

Companies Act 2006

"Trust" the trust which is held for the benefit of


                                  Viscount Rothermere and his family and which 
                                  owns RCL                                     

"UK" or "United Kingdom" the United Kingdom of Great Britain and

Northern Ireland

"UK Listing Authority" the FCA as the competent authority for

listing in the United Kingdom

"US" or "United States" the United States of America, its territories


                                  and possessions, any state of the United     
                                  States of America and the District of        
                                  Columbia                                     
                                       2                                       



END

-0- Aug/14/2013 06:00 GMT

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