DLY MAIL & GEN TRUST
Hugo Baring, Bill Hutchings
James Summer, Jonty Edwards
Lazard & Co., Limited +44 (0) 20 7187
(Financial Adviser to RCL in connection with the Possible Offer; Financial Adviser to DMGT in 2000
connection with the potential sale of RMS)
Nicholas Shott
William Lawes, Caitlin Martin
Credit Suisse +44 (0) 20 7888
(Joint Financial Adviser to DMGT in connection with the Possible Offer; Joint Corporate Broker) 1000
Antonia Rowan, James Green
Gillian Sheldon
Teneo, PR/Media Adviser
Paul Durman +44 (0) 7793
522824
Doug Campbell +44 (0) 7753
136628
Tim Burt +44 (0) 7583
413254 The person responsible for arranging the release of this announcement is Fran Sallas, 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 13 July 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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the close of business on 9 July 2021 (being the business day prior to the date of this announcement), DMGT confirms that it had in issue, including shares held in the Employee Benefit Trust and excluding shares held in Treasury, 210,798,306 A Ordinary Non-Voting Shares ("A Shares") of 12.5p each, which are listed on the London Stock Exchange, and 19,890,364 Ordinary Voting Shares of 12.5p each, which are unlisted. The International Securities Identification Number (ISIN) of the A Shares is GB00BJQZC279.
Other Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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. 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 the offeree company. 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. Relevant persons who deal in the relevant securities of the offeree company prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. 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 the offeree company, 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, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also 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 Opening Position Disclosures and 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. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Amended Takeover Code
On 31 March 2021, the Takeover Panel published certain amendments to the Takeover Code which became effective in respect of all offers for which a firm offer announcement is made under Rule 2.7 on or after 5 July 2021.
This announcement does not amount to an announcement of a firm intention by RCL to make an offer for the DMGT Shares. However, if RCL were to make a firm offer announcement under Rule 2.7, the offer would be subject to the amended Takeover Code. This announcement therefore refers to the amended provisions of the Takeover Code having effect from 5 July 2021.
Disclaimer
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to RCL, and no one else, in connection with the Possible Offer; and to DMGT, and no one else, in connection with the potential sale of RMS, 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, the potential sale of RMS 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.
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. J.P. Morgan Cazenove is acting as lead financial adviser exclusively 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 Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as joint financial adviser and joint corporate broker exclusively for DMGT and for no one else in connection with the matters set out 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.
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
(MORE TO FOLLOW) Dow Jones Newswires
July 12, 2021 02:00 ET (06:00 GMT)
