Daily Mail and General Trust plc: Conversion of B Shares and C Shares and subsequent transfer and cancellation (800201)
16 April 2019 - 12:15AM
UK Regulatory
Dow Jones received a payment from EQS/DGAP to publish this press
release.
Daily Mail and General Trust plc (DMGT)
Daily Mail and General Trust plc: Conversion of B Shares and C Shares and
subsequent transfer and cancellation
15-Apr-2019 / 15:13 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, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH
JURISDICTION FOR IMMEDIATE RELEASE
Daily Mail and General Trust plc
("DMGT" or the "Company")
15 April 2019
Conversion of B Shares and C Shares and subsequent transfer and cancellation
Further to the announcements made on 3 March 2019 and 1 April 2019 and the
approval of the special resolution at the Class Meeting held on 26 March
2019, the Company announces that following payment in full of the Special
Dividend and Restricted Special Dividend earlier today:
(A) all 124,663,631 issued B Shares in the Company were automatically
converted into Deferred B Shares and all 2,627,512 issued C Shares in the
Company were automatically converted into Deferred C Shares, in each case in
accordance with the Company's articles of association (the "Conversion");
and
(B) following the Conversion, all issued Deferred B Shares and issued
Deferred C Shares in the Company were acquired by the Company from their
holders for no consideration under the irrevocable authority conferred to
the Company under Articles 12D(I)(i) and 12E(I)(i) (as applicable) of the
Company's articles of association (the "Acquisition ").
The Deferred B Shares and Deferred C Shares did not carry any voting rights
and, following the Acquisition, were cancelled pursuant to the authority
conferred by Articles 12D(I)(v) and 12E(I)(v) of the Company's articles of
association respectively.
Following the above steps, the total number of A Shares in issue (including
the 4,701,955 A Shares held as treasury shares) remains 214,913,327 and the
total number of Ordinary Shares in issue remains 19,890,364. The A Shares
continue to be listed on the Official List and admitted to trading on the
London Stock Exchange.
All defined terms used herein have the same meaning as in the shareholder
circular published on 5 March 2019 unless otherwise stated.
Enquiries
DMGT
Tim Collier, Chief Financial Officer +44 20 3615 2902
Adam Webster, Head of Investor Relations +44 20 3615 2903
Financial Advisors
Lazard
Will Lawes / Nicholas Shott / Philippe Noël +44 20 7187 2000
J.P. Morgan Cazenove
Hugo Baring / Bill Hutchings +44 20 7742 4000
Credit Suisse
Gillian Sheldon / Antonia Rowan / James Green +44 20 7888 8888
For media enquiries:
Tim Burt / Doug Campbell / Paul Durman, Teneo +44 20 7260 2700
About DMGT
DMGT manages a portfolio of companies that provide businesses and consumers
with compelling information, analysis, insight, events, news and
entertainment. The Group takes a long-term approach to investment and has
market-leading positions in consumer media, insurance risk, property
information, education technology, energy information and events &
exhibitions. In total, DMGT generates revenues of around GBP1.4bn.
UNITED STATES AND OVERSEAS SHAREHOLDERS
The implications of the Proposed Distributions for, and the distribution of
this announcement to, overseas DMGT Shareholders may be affected by the laws
of the relevant jurisdictions in which such overseas DMGT Shareholders are
located. Such overseas DMGT Shareholders should inform themselves about, and
observe, all applicable legal requirements.
It is the responsibility of any person into whose possession this
announcement comes to satisfy themselves as to their full observance of the
laws of the relevant jurisdiction in connection with the Proposed
Distributions and the distribution of this announcement, including the
obtaining of any governmental, exchange control or other consents that may
be required and/or compliance with other necessary formalities that are
required to be observed and the payment of any issue, transfer or other
taxes due in such jurisdiction.
Overseas DMGT Shareholders should consult their own legal and tax advisers
with respect to the legal and tax consequences of the Proposed Distribution
in their particular circumstances.
FINANCIAL ADVISERS
Lazard & Co., Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for the
Independent Committee and for no one else in connection with the Proposed
Distributions and will not be responsible to anyone other than the
Independent Committee for providing the protections afforded to its clients
or for providing advice in connection with the Proposed Distributions.
Neither Lazard & Co., Limited 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 & Co., Limited in connection with this document,
any statement contained herein, the Proposed Distributions or otherwise.
J.P. Morgan Securities plc (which conducts its UK investment banking
business as J.P. Morgan Cazenove and which is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated in the United
Kingdom by the Prudential Regulation Authority and the Financial Conduct
Authority), is acting as financial adviser exclusively to DMGT and no one
else in connection with the Proposed Distributions and will not regard any
other person as its client in relation to the Proposed Distributions and
shall not be responsible to anyone other than DMGT for providing the
protections afforded to clients of J.P. Morgan Cazenove, or for providing
advice in connection with the Proposed Distributions or any matter referred
to herein.
Credit Suisse International is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority. Credit Suisse is acting exclusively for the
Independent Committee and for no one else in connection with the Proposed
Distributions and will not be responsible to anyone other than the
Independent Committee for providing the protections afforded to its clients
or for providing advice in connection with the Proposed Distributions.
Neither Credit Suisse 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 Credit Suisse in connection with this document, any statement
contained herein, the Proposed Distributions or otherwise.
ISIN: GB00BJQZC279
Category Code: CON
TIDM: DMGT
LEI Code: 4OFD47D73QFJ1T1MOF29
OAM Categories: 2.4. Acquisition or disposal of the issuer's own shares
Sequence No.: 8209
EQS News ID: 800201
End of Announcement EQS News Service
(END) Dow Jones Newswires
April 15, 2019 10:15 ET (14:15 GMT)
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