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")

 

1 April 2019

 

Conversion of certain A Shares into B Shares and C Shares

Further to the announcement made on 3 March 2019 with respect to the Proposed Distributions and the approval of the special resolution at the Class Meeting held on 26 March 2019, the Company announces that earlier today 124,663,631 A Shares were converted into B Shares and 2,627,512 A Shares were converted into C Shares. No application has been or is intended to be made for the B Shares or the C Shares to be admitted to the Official List or to trading on the London Stock Exchange, or any other recognised investment exchange. Following these conversions, the total number of A Shares in issue (including 4,701,955 A Shares held as treasury shares) is 214,913,327.  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 J.P. Morgan Cazenove Hugo Baring / Bill Hutchings Credit Suisse Gillian Sheldon / Antonia Rowan / James Green For media enquiries: Tim Burt / Doug Campbell / Paul Durman, Teneo	+44 20 7187 2000   +44 20 7742 4000   +44 20 7888 8888   +44 20 7260 2700

 

About DMGT

DMGT manages a diverse, multinational portfolio of companies, with total revenues of around £1.4bn, that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment. DMGT is also a founding investor and the largest shareholder of Euromoney Institutional Investor PLC.

Person responsible for arranging the release of this announcement:

 

Fran Sallas, Company Secretary

+44 20 3615 2904

 

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.

The Euromoney Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be resold within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. At the time of the Euromoney Distribution, the Euromoney Shares will not be listed on any securities exchange in the United States, and it is expected that Euromoney will rely on the exemption from registration under the US Securities Exchange Act, provided by Rule 12g3-2(b) thereunder.

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.