Regulatory News

23 Jul, 2021 15:23 23 Jul, 2021 15:23

Form 8 - Daily Mail and General Trust plc: Rothermere Continuation Limited

Daily Mail and General Trust plc (DMGT)
Form 8 - Daily Mail and General Trust plc: Rothermere Continuation Limited

23-Jul-2021 / 15:23 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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

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.


ISIN:	GB00BJQZC279
Category Code:	FEE - Rothermere Continuation Limited
TIDM:	DMGT
LEI Code:	4OFD47D73QFJ1T1MOF29
OAM Categories:	3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.:	118398
EQS News ID:	1221400


End of Announcement	EQS News Service

UK Regulatory announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Form 8 - Daily Mail and General Trust plc: Rothermere Continuation Limited

Date of disclosure:

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