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: | Rothermere Continuation Limited ("RCL") |
| (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. | See 2(a) and 3 below |
| (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 ("DMGT") |
| (d) Is the discloser the offeror or the offeree? | OFFEROR |
| (e) Date position held: The latest practicable date prior to the disclosure | 22 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 A Ordinary shares |
| | Interests | Short positions |
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 58,207,016¹ | 27.61 | 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: | 58,207,016 | 27.61 | Nil | Nil |
¹ The beneficial owner of all of the shares is RCL. 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.
| Class of relevant security: | DMGT Ordinary shares |
| | Interests | Short positions |
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 19,890,364² | 100 | 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: | 19,890,364 | 100 | Nil | Nil |
² RCL beneficially owns all the shares and is the registered owner of 17,390,364 of the shares. Harmsworth Trust Company (PTC) Limited is the registered owner of the remaining 2,500,000 shares.
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: | n/a |
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: |
- Interests in relevant securities:
| Name | Relationship to RCL | Number of DMGT relevant securities held | Percentage of DMGT relevant securities held | Registered owner | Beneficial owner |
| The Right Honourable Jonathan Harold Esmond Vere Viscount Rothermere ("Lord Rothermere") | Director of RCL | 610,375
A Ordinary shares | 0.29% | UBS Private Banking Nominees Limited | Lord Rothermere |
| WM Trust | A trust, the beneficiaries of which are Lord Rothermere and certain members of his close family | 204,221
A Ordinary shares | 0.10% | UBS Private Banking Nominees Limited | David Nelson (a director of DMGT) and Lady Claudia Rothermere (Lord Rothermere's wife) in their capacity as trustees of the WM Trust. |
| Rothermere Foundation (with registered charity no. 314125) | A charitable trust, the trustees of which are Lord Rothermere and certain members of his close family | 4,687,424
A Ordinary shares | 2.22% | UBS Private Banking Nominees Limited | Lord Rothermere, Lady Rothermere and Vyvyan Harmsworth in their capacity as trustees of the Rothermere Foundation. |
| Ortalide Investments Limited | A company owned by a trust (the Rothermere 1985 Bermudian Declaration (The Hon Geraldine Harmsworth Maxwell Fund)), the beneficiaries of which are Lord Rothermere's sister and her children | 63,569
A Ordinary shares | 0.03% | SIX SIS Ltd | Ortalide Investments Limited |
(B) Share awards held by Lord Rothermere
| Class of relevant security | DMGT A Ordinary shares |
| 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 | 30.03.2021 |
| Vesting date | 01.12.2021 | 30.09.2022 | 30.09.2023 |
| Option price | Nil | Nil | Nil |
| Unvested options/awards | 122,766 | 855,273 | 789,750 |
| Vested options/awards | Nil | Nil | Nil |
| Total options/awards outstanding | 128,637* | 855,273 | 789,750 |
*The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney.
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: | 23 July 2021 |
Contact name: | Áine O'Reilly
Director of RCL |
Telephone number: | +44 (0) 1534 870864 |
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.