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Daily Mail and General Trust plc

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DGAP-UK-Regulatory News vom 27.07.2021

Form 8 amended - Daily Mail and General Trust plc

Daily Mail and General Trust plc (DMGT)
27-Jul-2021 / 16:07 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

THIS ANNOUNCEMENT REPLACES THE FORM 8 (OPD) ANNOUNCEMENT RELEASED UNDER EQS NEWS ID 1221399 AT 15:19 ON 23 JULY 2021.

 

The following amendments have been made: the interests of Timothy Collier and Paul Zwillenberg at section 3(1); the interests of J.P. Morgan Chase Bank at 3(3); and details of the DMGT Executive Director LTIP at section 3(2). All other information remains unchanged.

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Daily Mail and General Trust plc ("DMGT")

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

 The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

n/a

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

 Use a separate form for each offeror/offeree

Daily Mail and General Trust plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

 The latest practicable date prior to the disclosure

26 July 2021

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

 If it is a cash offer or possible cash offer, state "N/A"

n/a

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

DMGT 12.5p (non-voting) A Ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

 

Nil

 

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 TOTAL:

Nil

Nil

Nil

Nil

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

  1. Interests in relevant securities of DMGT held by DMGT directors and their close relatives and related trusts:

 

 

Director name

Interest

 

The Right Honourable Jonathan Harold Esmond Vere Viscount Rothermere ("Lord Rothermere")

Lord Rothermere holds a total 2.64 per cent. interest in DMGT A Ordinary shares, as follows:

 

  1. Beneficial ownership of 610,375 A Ordinary shares in DMGT. The registered owner of the shares is UBS Private Banking Nominees Limited.

 

  1. UBS Private Banking Nominees Limited is the registered owner of 204,221 A Ordinary shares in DMGT. The beneficial owners of these shares are David Nelson (a director of DMGT) and Lady Claudia Rothermere (Lord Rothermere's wife) in their capacity as trustees of the WM Trust. The shares are held for the benefit of Lord Rothermere and members of his close family.

 

  1. UBS Private Banking Nominees is the registered owner of 4,687,424 A Ordinary shares in DMGT. The beneficial owners of these shares are Lord Rothermere, Lady Rothermere and Vyvyan Harmsworth in their capacity as trustees of the Rothermere Foundation. The Rothermere Foundation benefits charitable purposes.

 

  1. SIX SIS Ltd is the registered owner of 63,569 A Ordinary shares in DMGT. Ortalide Investments Limited is the beneficial owner of the shares. Ortalide Investments Limited is a company owned by a related trust - the Rothermere 1985 Bermudian Declaration (The Hon Geraldine Harmsworth Maxwell Fund) - the beneficiaries of which are Lord Rothermere's sister, Geraldine Harmsworth Maxwell, and her children.

 

Lord Rothermere is also a director of RCL, which is:

 

  • The beneficial owner of 58,207,016 (27.61 per cent.) A Ordinary shares in DMGT. UBS Private Banking Nominees Limited is the registered owner of 58,136,959 of the shares. Wealth Nominees is the registered owner of the remaining 70,057 shares, which are held by 1991 Harmsworth Declaration (Main Fund) as nominee for RCL; and

 

  • The beneficial owner of 19,890,364 (100 per cent.) Ordinary Shares in DMGT. RCL is the registered owner of 17,390,364 of these shares. Harmsworth Trust Company (PTC) Limited is the registered owner of the remaining 2,500,000 shares.

Paul Zwillenberg

Paul Zwillenberg holds a total 0.24 per cent. interest in A Ordinary Shares in DMGT, as follows:

  • The beneficial and registered owner of 496,229 A Ordinary shares in DMGT.

 

  • The beneficial owner of 9,171 A Ordinary shares in DMGT. The registered owner is Equiniti Global Nominees.

 

  • The beneficial owner of 1,037 A Ordinary Shares in DMGT. The registered owner of the shares is Equiniti Share Plan Trustees Limited.

 

Kevin Beatty

Kevin Beatty holds a total 0.29 per cent. interest in A Ordinary Shares in DMGT, as follows:

 

  • The beneficial owner of 604,882 A Ordinary Shares in DMGT. The registered owner of the shares is JM Finn Limited.

 

  • The beneficial owner of 2,204 A Ordinary Shares in DMGT. The registered owner of the shares is Equiniti Share Plan Trustees Limited.

 

Kevin Parry

Kevin Parry holds a total 0.01 per cent. interest in A Ordinary Shares in DMGT, as follows:

 

  • The beneficial owner of 2,760 A Ordinary Shares in DMGT. The registered owner of the shares is CGWL Nominees Limited.

 

  • The beneficial owner of 9,805 A Ordinary Shares in DMGT. The registered owner of the shares is Barclays Nominees Limited.

 

Timothy Collier

Timothy Collier is the beneficial owner of 452,259 (0.21 per cent.)  A Ordinary shares in DMGT. The registered owner of the shares is Equiniti Global Nominees.

 

 

David Nelson

UBS Private Banking Nominees Limited is the registered owner of 204,221 (0.1 per cent.) A Ordinary shares in DMGT which are beneficially owned by David Nelson and Lady Claudia Rothermere (Lord Rothermere's wife) in their capacity as trustees of the WM Trust. The shares are held for the benefit of Lord Rothermere and the members of his close family.

 

 

François Morin

François Morin is not personally interested in any relevant securities of DMGT. However, he is a director of RCL, which is:

 

  • The beneficial owner of 58,207,016 (27.61 per cent.) A Ordinary shares in DMGT. UBS Private Banking Nominees Limited is the registered owner of 58,136,959 of the shares. Wealth Nominees is the registered owner of the remaining 70,057 shares, which are held by 1991 Harmsworth Declaration (Main Fund) as nominee for RCL; and

 

  • The beneficial owner of 19,890,364 (100 per cent.) Ordinary Shares in DMGT. RCL is the registered owner of 17,390,364 of these shares. Harmsworth Trust Company (PTC) Limited is the registered owner of the remaining 2,500,000 shares.

 

 

  1. Share options/awards held by DMGT Directors

 

  1. Share options/awards held by Kevin Beatty

 

Class of relevant security

DMGT 12.5p (non-voting) A Ordinary

Plan name

DMGT Deferred Bonus Plan

DMGT Deferred Bonus Plan

DMGT Long Term Executive Incentive Plan 2017*

DMGT Executive Director LTIP

DMGT Executive Director LTIP

Award date

06.12.2018

10.12.2019

26.06.2019

31.03.2021

31.03.2021

Vesting date

06.12.2020

10.12.2021

01.12.2021

30.09.2029

30.09.2030

Option price

Nil

Nil

Nil

Nil

Nil

Unvested options/awards

Nil

22,745

363,672

608,033

561,452

Vested options/awards

12,729

Nil

Nil

Nil

Nil

Total options/awards outstanding

13,337**

22,745

381,064**

608,033

561,452

*Award subject to performance conditions and a maximum number of shares included in the table above.

**The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney.

 

  1. Share options/awards held by Timothy Collier

 

Class of relevant security

DMGT 12.5p (non-voting) A Ordinary

Plan name

DMGT Deferred Bonus Plan

DMGT Deferred Bonus Plan

DMGT Long Term Executive Incentive Plan 2017*

DMGT Executive Director LTIP

DMGT Executive Director LTIP

Award date

06.12.2018

10.12.2019

26.06.2019

31.03.2021

31.03.2021

Vesting date

06.12.2020

10.12.2021

01.12.2021

30.09.2029

30.09.2030

Option price

Nil

Nil

Nil

Nil

Nil

Unvested options/awards

Nil

25,257

366,653

510,848

471,711

Vested options/awards

35,124

Nil

Nil

Nil

Nil

Total options/awards outstanding

36,803**

25,257

384,188**

510,848

 

471,711

*Award subject to performance conditions and a maximum number of shares included in the table above.

**The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney.

 

  1. Share awards held by Lord Rothermere

 

Class of relevant security

DMGT 12.5p (non-voting) A Ordinary

Plan name

DMGT Long Term Executive Incentive Plan 2017*

DMGT Executive Director LTIP

DMGT Executive Director LTIP

Award date

26.06.2019

31.03.2021

31.03.2021

Vesting date

01.12.2021

30.09.2029

30.09.2030

Option price

Nil

Nil

Nil

Unvested options/awards

613,831

855,273

789,750

Vested options/awards

Nil

Nil

Nil

Total options/awards outstanding

643,187**

855,273

789,750

*Award subject to performance conditions and a maximum number of shares included in the table above.

**The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney.

 

  1. Share options/awards held by Paul Zwillenberg

 

Class of relevant security

DMGT 12.5p (non-voting) A Ordinary

Plan name

DMGT Deferred Bonus Plan

DMGT Deferred Bonus Plan

DMGT Long Term Executive Incentive Plan 2017*

DMGT Executive Director LTIP

DMGT Executive Director LTIP

Award date

06.12.2018

10.12.2019

26.06.2019

31.03.2021

31.03.2021

Vesting date

06.12.2020

10.12.2021

01.12.2021

30.09.2029

30.09.2030

Option price

Nil

Nil

Nil

Nil

Nil

Unvested options/awards

Nil

37,897

611,287

766,540

707,815

Vested options/awards

52,685

Nil

Nil

Nil

Nil

Total options/awards outstanding

55,204**

37,897

640,522**

766,540

707,815

 

*Award subject to performance conditions and a maximum number of shares included in the table above.

**The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney.

 

  1. Interests in relevant securities of DMGT held by connected advisers

 

Name

Number of DMGT 12.5p (non-voting) A Ordinary Shares

%

J.P. Morgan Chase Bank (Custody)

53

0.00%

 

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None.

 

 

 

 

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None.

 

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

27 July 2021

Contact name:

Fran Sallas
Company secretary of DMGT

 

Telephone number:

+44 (0)20 3615 2904

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 




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