RECOMMENDED SCHEME DAILY MAIL AND GENERAL TRUST PLC ( DMGT ) resulting in the holding by ROTHERMERE CONTINUATION LIMITED ( RCL )

Transcription

1 Not for release, publication or distribution, in whole or in part, directly or indirectly in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. FOR IMMEDIATE RELEASE 14 August 2013 RECOMMENDED SCHEME of DAILY MAIL AND GENERAL TRUST PLC ( DMGT ) resulting in the holding by ROTHERMERE CONTINUATION LIMITED ( RCL ) of the issued ordinary voting share capital of DMGT not already owned by RCL to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 The directors of RCL and the Independent DMGT Directors announce the terms of a recommended scheme for the reorganisation of the share capital of DMGT resulting in the holding by RCL of the issued ordinary voting share capital of DMGT not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT). Summary The Scheme relates only to the DMGT Ordinary Shares not already owned by RCL. The Scheme does not involve the holders of DMGT A Shares other than RCL and parties connected with RCL. If effected, the Scheme would result in the holding by RCL of the issued ordinary voting share capital of DMGT not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT) and the holding by Relevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio: For every 100 DMGT Ordinary Shares held: DMGT A Shares As announced by DMGT on 1 July 2013, RCL entered into an agreement with EH Settlement pursuant to which EH Settlement agreed to transfer all of the 5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange for 6,564,409 DMGT A Shares owned by RCL at an exchange ratio of DMGT A Shares for every 100 DMGT Ordinary Shares. That exchange was completed on 12 July Accordingly, RCL now owns 17,738,163 DMGT Ordinary Shares representing 89.2 per cent. of the issued DMGT Ordinary Shares. The Scheme provides an opportunity for the Relevant DMGT Ordinary Shareholders, who hold 2,148,309 (in aggregate) DMGT Ordinary Shares, to hold instead DMGT A Shares at the same ratio as was agreed between RCL and EH Settlement. Based on the Closing Price of a DMGT A Share of 820 pence on 13 August 2013 (being the last Business Day prior to the date of this announcement), the Scheme represents a value per Relevant DMGT Ordinary Share of 923 pence. This represents a premium of 39 per cent. based on the Closing Price of the DMGT Ordinary Shares on the

2 2 last Business Day prior to the date of this announcement and a premium of 59 per cent. based on the Closing Price of the DMGT Ordinary Shares 31 days prior to the offer period. Based on information currently held by DMGT and RCL, RCL and parties presumed by the Panel to be acting in concert with it are together interested in approximately 18,316,783 DMGT Ordinary Shares, representing approximately 92.1 per cent. of the DMGT Ordinary Shares in issue, and approximately 86,915,079 DMGT A Shares, representing approximately 23.3 per cent. of the DMGT A Shares in issue. Further information about the Scheme will be set out in the Scheme Document. RCL is a holding company incorporated in Bermuda. The main asset of the company is an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned by a trust (the Trust ) which is held for the benefit of Viscount Rothermere and his immediate family. Both RCL and the Trust are administered in Jersey, in the Channel Islands. The directors of RCL, of which there are seven, include two directors of DMGT, namely Viscount Rothermere and Mr John Hemingway. RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has therefore controlled DMGT, for many years. RCL s holding of 100 per cent. of the DMGT Ordinary Shares pursuant to the Scheme will not affect its intention that DMGT should continue to be managed in accordance with best corporate governance practice for the benefit of all shareholders, as has been the case throughout the period of RCL's control. In particular, RCL s intention is that DMGT will: continue to observe the Listing Principles in their current form; continue to maintain a securities dealing code for certain of its employees in the form of the Model Code in its current form; continue to observe the UK Corporate Governance Code on a comply or explain basis; and have an appropriate number of independent non-executive directors on its board. It is also intended by RCL that DMGT's independent directors at the time will take decisions on behalf of DMGT in relation to any proposed transaction between DMGT and RCL or between DMGT and an associate of RCL where any such proposed transaction would have been a related party transaction under Chapter 11 of the Listing Rules in its current form. RCL has indicated to DMGT that its intentions for DMGT's governance are long term in nature and that it would discuss with the Board of DMGT any material change in its intentions. It is intended that the Scheme will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act It is expected that the Scheme Document containing further information about the Scheme will be published within 28 days of the date of this announcement (unless agreed otherwise with the Panel) and that, if approved, the Scheme will become effective during the fourth quarter of Rationale for the Scheme and Recommendation DMGT has two classes of share capital: the DMGT Ordinary Shares (representing approximately 5 per cent. of the total issued share capital of DMGT), which are tightly held, illiquid and have a limited free float, and the DMGT A Shares (representing approximately 95 per cent. of the total issued share capital of DMGT), which are widely held and traded. Both the DMGT Ordinary Shares and the DMGT A Shares are listed on the London Stock Exchange (the DMGT A Shares with a standard listing and the DMGT Ordinary Shares with a premium listing) and rank pari passu in all respects, save that only the DMGT Ordinary Shares carry the right to receive notice of or attend or vote at any general meeting. Following the FCA consultation paper (CP 12/25) issued in October 2012, the Independent DMGT Directors and the directors of RCL consider there is a risk that the FCA will downgrade the listing status of the DMGT Ordinary Shares from premium to standard or cancel the listing of the DMGT Ordinary Shares altogether. Consequently, RCL is proposing the Scheme to Relevant DMGT Ordinary Shareholders in order to provide them with the opportunity to hold, instead of the Relevant DMGT Ordinary Shares, the significantly more liquid DMGT A Shares.

3 3 The Relevant DMGT Ordinary Shareholders have the ability to capture a 58 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 28 June 2013; a 45 per cent. premium to the volume weighted average price of the DMGT Ordinary Shares over the last twelve months; and a 39 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 13 August 2013, the Business Day prior to the date of this announcement. The Independent DMGT Directors, who have been so advised by Lazard, consider the terms of the Scheme to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the Independent DMGT Directors. Accordingly, the Independent DMGT Directors intend unanimously to recommend that DMGT Ordinary Shareholders vote in favour of the Scheme as Martin Morgan and David Verey, the only Independent DMGT Directors who hold DMGT Ordinary Shares, have irrevocably undertaken to do in respect of their own holdings of 7,264 Relevant DMGT Ordinary Shares in aggregate, representing approximately 0.04 per cent. of the DMGT Ordinary Shares and 0.34 per cent. of the Relevant DMGT Ordinary Shares in issue on 13 August 2013 (being the last Business Day prior to the date of this announcement). Further details of these irrevocable undertakings, together with details of the letter of intent given by Aviva Investors Global Services Limited, are set out on page 11 of this announcement. This summary should be read in conjunction with, and is subject to, the following full announcement and the Appendices. The Scheme will be subject to the Conditions and further principal terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this announcement contains bases and sources of certain information contained in this announcement. Certain terms used in this announcement are defined in Appendix 3 to this announcement. Enquiries: Rothschild (Financial Adviser to RCL) Dominic Hollamby DMGT Stephen Daintith Claire Chapman Lazard (Financial Adviser to the Independent DMGT Directors) Nicholas Shott Cyrus Kapadia Brunswick Group LLP (Public Relations Adviser to DMGT) Kim Fletcher Charlie Potter IMPORTANT NOTES This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Scheme Document which will contain the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme should be made only on the basis of the information contained in such document. In particular, this announcement is not an offer of securities for sale in the United States. The Scheme and the DMGT A Shares which will be held by the Relevant DMGT Ordinary Shareholders if the Scheme is effected, have not been, and

4 4 will not be, registered under the Securities Act, or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the DMGT A Shares has been, or will be, applied for in any jurisdiction other than the UK. The DMGT A Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the Scheme will be effected in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person. In particular, copies of this announcement and any formal documentation relating to the Scheme are not being, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it, in whole or in part, in or into or from any Restricted Jurisdiction. The availability of the Scheme to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Scheme will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England. You may request a hard copy of this announcement by contacting Fran Sallas, Assistant Company Secretary, DMGT, on +44 (0) You may also request that all future documents, announcements and information to be sent to you in relation to the Scheme should be in hard copy form. Publication on website A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on DMGT s website at no later than 12 noon (London time) on the day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement. Notice to US holders of DMGT Ordinary Shares The Scheme relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the US tender offer rules. Accordingly, the Scheme is subject to UK disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure and other requirements of the US securities laws. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be

5 5 comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of DMGT Ordinary Shares to enforce their rights and any claim arising out of the US federal securities laws, since RCL and DMGT are located in non-us jurisdictions, and some or all of their officers and directors may be residents of non-us jurisdictions. US holders of DMGT Ordinary Shares may not be able to sue a non- US company or its officers or directors in a non-us court for violations of the US securities laws. Further, it may be difficult to compel a non-us company and its affiliates to subject themselves to a US court's judgement. Rothschild Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for RCL and no one else in connection with the Scheme and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Scheme or any other matters referred to in this announcement. Neither Rothschild nor any of its associates 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 Rothschild in connection with any statement contained herein or otherwise. Lazard Lazard, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to the Independent DMGT Directors and no one else in connection with the Scheme and will not be responsible to anyone other than Independent DMGT Directors for providing the protections afforded to clients of Lazard or for providing advice in relation to the Scheme or any other matters referred to in this announcement. Neither Lazard 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 in connection with any statement contained herein or otherwise. Cautionary note regarding forward-looking statements This announcement contains certain statements which are, or may be deemed to be, forward-looking statements with respect to, for example, the financial condition, results of operations and business of DMGT and certain plans and objectives of RCL with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often, but not always, use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, hope, aims, continue, will, may, should, would, could, or other words of similar meaning. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These statements are based on assumptions and assessments made by DMGT and/or RCL in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither DMGT nor RCL assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

6 6 There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. No profit forecast No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per DMGT Ordinary Share or DMGT A Share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT Ordinary Share or DMGT A Share respectively. Dealing Disclosure Requirements Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Dealing Disclosures must be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Dealing Disclosures must be made can be found in the Disclosure Table on the Panel s website at including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make a Dealing Disclosure, you should contact the Panel s Market Surveillance Unit on +44 (0)

7 7 Not for release, publication or distribution, in whole or in part, directly or indirectly in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. RECOMMENDED SCHEME of DMGT resulting in the holding by RCL of the issued ordinary voting share capital of DMGT not already owned by RCL to be effected by means of a scheme of arrangement under Part 26 of the Companies Act Introduction The directors of RCL and the Independent DMGT Directors announce the terms of a recommended scheme for the reorganisation of the share capital of DMGT resulting in the holding by RCL of the issued ordinary voting share capital of DMGT not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT). The Scheme relates only to the DMGT Ordinary Shares not already owned by RCL and does not involve the holders of DMGT A Shares other than RCL and parties connected with RCL. 2. The Scheme If effected, the Scheme would result in the holding by RCL of the issued ordinary voting share capital of DMGT not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT) and the holding by Relevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio: For every 100 DMGT Ordinary Shares held: DMGT A Shares and so in proportion for any greater or lesser number of DMGT Ordinary Shares held. Entitlements to DMGT A Shares under the Scheme will be rounded down to the nearest whole DMGT A Share. The Scheme relates to the 2,148,309 DMGT Ordinary Shares not already owned by RCL. Based on the Closing Price of a DMGT A Share of 820 pence on 13 August 2013 (being the last Business Day prior to the date of this announcement), the Scheme represents a value per Relevant DMGT Ordinary Share of 923 pence. The Scheme is being made available only to DMGT Ordinary Shareholders and, with the consent of the Panel, will not be made available to DMGT A Shareholders. It is expected that the Scheme Document will be published within 28 days of the date of this announcement and that, if approved, the Scheme will become effective during the fourth quarter of 2013.

8 8 The Scheme will be conditional upon the Conditions being fulfilled by not later than the Long Stop Date. Further details on the Conditions are set out in Appendix 1 to this announcement. 3. Recommendation The Independent DMGT Directors, who have been so advised by Lazard, consider the terms of the Scheme to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the Independent DMGT Directors. Accordingly, the Independent DMGT Directors intend unanimously to recommend that DMGT Ordinary Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting as Martin Morgan and David Verey, the only Independent DMGT Directors who own DMGT Ordinary Shares, have irrevocably undertaken to do in respect of their own holdings of 7,264 DMGT Ordinary Shares in aggregate, representing approximately 0.04 per cent. of the DMGT Ordinary Shares and 0.34 per cent. of the Relevant DMGT Ordinary Shares in issue on 13 August 2013 (being the last Business Day prior to the date of this announcement). Further details of these irrevocable undertakings, together with details of the letter of intent given by Aviva Investors Global Services Limited, are set out on page 11 of this announcement. In giving this recommendation, the Independent DMGT Directors have taken into account, inter alia, RCL s intentions in relation to the ongoing governance of DMGT (see section 9 below), the premium being offered to the Relevant DMGT Ordinary Shareholders, and the liquidity of the DMGT Ordinary Shares and the DMGT A Shares. The Relevant DMGT Ordinary Shareholders have the ability to capture a 58 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 28 June 2013; a 45 per cent. premium to the volume weighted average price of the DMGT Ordinary Shares over the last twelve months; and a 39 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 13 August 2013, the Business Day prior to the date of this announcement. 4. Background to and reasons for the Scheme DMGT has two classes of share capital: the DMGT Ordinary Shares (representing approximately 5 per cent. of the total issued share capital of DMGT) and the DMGT A Shares (representing approximately 95 per cent. of the total issued share capital of DMGT). Both the DMGT Ordinary Shares and the DMGT A Shares are listed on the London Stock Exchange (the DMGT A Shares with a standard listing and the DMGT Ordinary Shares with a premium listing) and rank pari passu in all respects, save that only the DMGT Ordinary Shares carry the right to receive notice of or attend or vote at any general meeting. As announced by DMGT on 1 July 2013, RCL entered into an agreement with EH Settlement pursuant to which EH Settlement agreed to transfer all of the 5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange for 6,564,409 DMGT A Shares owned by RCL at an exchange ratio of DMGT A Shares for every 100 DMGT Ordinary Shares. That transaction was completed on 12 July Accordingly, RCL now owns 17,738,163 DMGT Ordinary Shares representing 89.2 per cent. of the issued DMGT Ordinary Shares. Based on information currently held by DMGT and RCL, RCL and parties presumed by the Panel to be acting in concert with it are together interested in approximately 18,316,783 DMGT Ordinary Shares, representing approximately 92.1 per cent. of the DMGT Ordinary Shares in issue, and approximately 86,915,079 DMGT A Shares, representing approximately 23.3 per cent. of the DMGT A Shares in issue. The DMGT A Shares are widely held and traded. However, the DMGT Ordinary Shares are tightly held and have a limited free float, with the RCL Concert Party (based on information currently held by DMGT and RCL) holding approximately 92.1 per cent. of the DMGT Ordinary Shares. Consequently, the DMGT Ordinary Shares are very illiquid with the DMGT Ordinary Shares trading on only 10 days per year on average over the last 3 years. This lack of liquidity is likely to have contributed to the DMGT Ordinary Shares currently trading at a significant discount to the DMGT A

9 9 Shares. On 13 August 2013 (being the last Business Day prior to the date of this announcement), the discount was 19 per cent. The FCA consultation paper (CP 12/25) issued in October 2012 contained various proposed changes to the Listing Rules to address, among other things, a concern about companies with low levels of free float. Currently, at least 25 per cent. of any class of shares must be held in public hands although in the past the FCA has accepted a smaller free float provided that the FCA was satisfied that there would be a properly functioning secondary market in the shares of that company. Following this consultation paper, the Independent DMGT Directors and the directors of RCL consider that there is a risk that the FCA will downgrade the listing status of the DMGT Ordinary Shares from premium to standard or cancel the listing of the DMGT Ordinary Shares altogether. Consequently, RCL is proposing the Scheme to provide Relevant DMGT Ordinary Shareholders with the opportunity to hold, instead of the Relevant DMGT Ordinary Shares, the significantly more liquid DMGT A Shares. 5. Delisting It is intended that dealings in DMGT Ordinary Shares will be suspended at 5.00pm London time on the Business Day prior to the Effective Date. It is further intended that an application will be made to (i) the London Stock Exchange for a cancellation of the admission of the DMGT Ordinary Shares to trading on the main market and (ii) the UK Listing Authority for a cancellation of the listing of the DMGT Ordinary Shares on the Official List, with effect as of or shortly following the Effective Date. 6. Information relating to DMGT DMGT is an international group with a portfolio of digital, information, media and events businesses. DMGT is listed on the London Stock Exchange and as at 13 August 2013, being the last Business Day prior to the date of this announcement, had a market capitalisation of 3.2 billion. For the year ended 30 September 2012, DMGT had revenue of 1,960 million and Adjusted Operating Profit of 300 million. As at 30 September 2012, DMGT had total assets of 2,171 million and net assets of 256 million. DMGT is a global business with operations spanning Europe, North and South America, the Middle East, Asia and Australia and employs approximately 12,000 people. DMGT s registered office is in London at Northcliffe House. DMGT s profits are split approximately 75 per cent. within B2B and 25 per cent. within B2C. DMGT reports in 5 business activities: RMS dmg information dmg events Euromoney dmg media RMS is a producer of risk analysis models, services, expertise and data solutions for the quantification and management of catastrophe risk for the global property and casualty re-insurance industry. RMS operates under the RMS brand and for the year ended 30 September 2012 had revenue of 163 million and Adjusted Operating Profit of 56 million.

10 10 dmg information is a global provider of B2B information for the property, education, energy and finance sectors. dmg information operates under the Landmark, EDR, Hobsons and Lewtan brands amongst others, and for the year ended 30 September 2012 had revenue of 253 million and Adjusted Operating Profit of 48 million. dmg events is a global supplier of B2B exhibitions and associated conferences focusing on the energy, construction, interiors and digital marketing sectors. dmg events operates under the adtech, Gastech and The Big 5 International Building and Construction Show brands amongst others and for the year ended 30 September 2012 had revenue of 89 million and Adjusted Operating Profit of 21 million. dmg media is an international publisher with a print and digital portfolio. Assets include two of the UK s most read paidfor newspapers, one of the world s most visited newspaper websites, one of the world s most popular digital recruitment businesses and a majority stake in one of the UK s most popular digital property businesses. dmg media s brands include The Daily Mail, MailOnline, Metro, Zoopla and jobsite, and for the year ended 30 September 2012 it had revenue of 1,060 million and Adjusted Operating Profit of 104 million. DMGT Group sold the Northcliffe Media regional newspaper business, with effect from 30 December 2012, to Local World for cash proceeds of 52.5 million. DMGT Group also took a 38.7 per cent. stake in Local World. Euromoney is a B2B media group focused primarily on the international finance, metals and commodities sectors and is a provider of electronic research and data, a trade publisher of both online and print, as well as running conferences, seminars and training courses. Euromoney operates under the Euromoney, Euroweek, Institutional Investor and BCA Research brands amongst others, and for the year ended 30 September 2012 had revenue of 394 million and Adjusted Operating Profit of 112 million. Euromoney is separately listed and as at 13 August 2013, being the last Business Day prior to the date of this announcement, had a market capitalisation of 1.4 billion. DMGT owns approximately 68.1 per cent. of Euromoney. 7. Information relating to RCL RCL is a holding company incorporated in Bermuda. The main asset of the company is an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned by a trust (the Trust ) which is held for the benefit of Viscount Rothermere and his immediate family. Both RCL and the Trust are administered in Jersey, in the Channel Islands. The directors of RCL, of which there are seven, include two directors of DMGT, namely Viscount Rothermere and Mr John Hemingway. 8. Management, employees and locations RCL attaches great importance to the skills and experience of the existing management and employees of DMGT. RCL confirms that it has given assurances to the Independent DMGT Directors that, upon and following completion of the Scheme, it intends fully to safeguard the existing employment rights of all DMGT Group management and employees and to comply with DMGT s pension obligations for existing employees. It is expected that there will be no change to the composition of the Board of DMGT as a result of the Scheme. RCL intends that DMGT s current strategic direction will remain unchanged by the Scheme and that the Scheme will have no impact on any of (i) the continued employment of the DMGT Group s employees and management, including the conditions of such employment; (ii) the locations of DMGT s places of business; or (iii) the deployment of DMGT s fixed assets. 9. Governance RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has therefore controlled DMGT, for many years. RCL s holding of 100 per cent. of the DMGT Ordinary Shares pursuant to the Scheme will not affect its intention

11 11 that DMGT should continue to be managed in accordance with best corporate governance practice for the benefit of all shareholders, as has been the case throughout the period of RCL's control. In particular, RCL s intention is that DMGT will: continue to observe the Listing Principles in their current form; continue to maintain a securities dealing code for certain of its employees in the form of the Model Code in its current form; continue to observe the UK Corporate Governance Code on a comply or explain basis; and have an appropriate number of independent non-executive directors on its board. It is also intended by RCL that DMGT's independent directors at the time will take decisions on behalf of DMGT in relation to any proposed transaction between DMGT and RCL or between DMGT and an associate of RCL where any such proposed transaction would have been a related party transaction under Chapter 11 of the Listing Rules in its current form. RCL has indicated to DMGT that its intentions for DMGT's governance are long term in nature and that it would discuss with the Board of DMGT any material change in its intentions. 10. Irrevocable undertakings and letter of intent RCL has received an irrevocable undertaking from Martin Morgan, an Independent DMGT Director, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 764 DMGT Ordinary Shares representing approximately per cent. of the issued DMGT Ordinary Shares and per cent. of the Relevant DMGT Ordinary Shares. RCL has also received an irrevocable undertaking from David Verey, another Independent DMGT Director, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 6,500 DMGT Ordinary Shares representing approximately 0.03 per cent. of the issued DMGT Ordinary Shares and 0.30 per cent. of the Relevant DMGT Ordinary Shares. Both of these irrevocable undertakings will cease to be binding if RCL announces, with the consent of the Panel and before the Scheme Document is posted, that it does not intend to proceed with the Scheme, or the Scheme lapses or is withdrawn. RCL has also received a letter of intent from Aviva Investors Global Services Limited acting as agent in its capacity as investment manager for and behalf of certain of its clients to vote in favour of the Scheme in respect of 415,000 DMGT Ordinary Shares representing approximately 2.09 per cent. of the issued DMGT Ordinary Shares and per cent. of the Relevant DMGT Ordinary Shares. The irrevocable undertakings and letter of intent referred to in this section 10 are in respect of an aggregate of 422,264 DMGT Ordinary Shares representing approximately 2.12 per cent. of the issued DMGT Ordinary Shares and per cent. of the Relevant DMGT Ordinary Shares. The DMGT Ordinary Shares held by RCL will not be voted at the Court Meeting. Accordingly, the Scheme will proceed only if the required majority of Relevant DMGT Ordinary Shareholders votes in favour of the Scheme. 11. Disclosure of interests in relevant securities RCL confirms that it made an Opening Position Disclosure on 15 July 2013, setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code. 12. Documents on display Copies of the irrevocable commitments and letter of intent listed in paragraph 10 above will, by no later than 12 noon on 15 August 2013 be published on DMGT s website at until the Effective Date. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, the announcement. 13. Further terms and conditions of the Scheme The Scheme will be subject to the Conditions and principal further terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 1 to this announcement contains the

12 12 Conditions. Appendix 2 to this announcement contains bases and sources of certain information contained in this announcement. Appendix 3 to this announcement contains the meaning of certain terms used in this announcement. The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority. 14. Expected timetable It is intended that the Scheme Document containing further details of the Scheme will be despatched to Relevant DMGT Ordinary Shareholders, persons with information rights and, for information only, to DMGT A Shareholders and participants in the DMGT Share Schemes (in each case, other than to persons in a Restricted Jurisdiction) within 28 days of the date of this announcement (unless agreed otherwise with the Panel) and that, if approved, the Scheme will become effective during the fourth quarter of Enquiries: Rothschild (Financial Adviser to RCL) Dominic Hollamby Lazard (Financial Adviser to the Independent DMGT Directors) Nicholas Shott Cyrus Kapadia Brunswick Group LLP (Public Relations Adviser to DMGT) Kim Fletcher Charlie Potter IMPORTANT NOTES This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Scheme Document which will contain the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme should be made only on the basis of the information contained in such document. In particular, this announcement is not an offer of securities for sale in the United States. The Scheme and the DMGT A Shares, which will be held by the Relevant DMGT Ordinary Shareholders if the Scheme is effected, have not been, and will not be, registered under the Securities Act, or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the DMGT A Shares has been, or will be, applied for in any jurisdiction other than the UK. The DMGT A Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the Scheme will be effected in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any

13 13 such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person. In particular, copies of this announcement and any formal documentation relating to the Scheme are not being, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it, in whole or in part, in or into or from any Restricted Jurisdiction. The availability of the Scheme to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Scheme will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England. You may request a hard copy of this announcement by contacting Fran Sallas, Assistant Company Secretary, DMGT, on +44 (0) You may also request that all future documents, announcements and information to be sent to you in relation to the Scheme should be in hard copy form. Publication on website A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on DMGT s website at no later than 12 noon (London time) on the day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement. Notice to US holders of DMGT Ordinary Shares The Scheme relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme is subject to UK disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure and other requirements of the US securities laws. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of DMGT Ordinary Shares to enforce their rights and any claim arising out of the US federal securities laws, since RCL and DMGT are located in non-us jurisdictions, and some or all of their officers and directors may be residents of non-us jurisdictions. US holders of DMGT Ordinary Shares may not be able to sue a non- US company or its officers or directors in a non-us court for violations of the US securities laws. Further, it may be difficult to compel a non-us company and its affiliates to subject themselves to a US court's judgement.

14 14 Rothschild Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for RCL and no one else in connection with the Scheme and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Scheme or any other matters referred to in this announcement. Neither Rothschild nor any of its associates 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 Rothschild in connection with any statement contained herein or otherwise. Lazard Lazard, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to the Independent DMGT Directors and no one else in connection with the Scheme and will not be responsible to anyone other than Independent DMGT Directors for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Scheme or any other matters referred to in this announcement. Neither Lazard 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 in connection with any statement contained herein or otherwise. Cautionary note regarding forward-looking statements This announcement contains certain statements which are, or may be deemed to be, forward-looking statements with respect to, for example, the financial condition, results of operations and business of DMGT and certain plans and objectives of RCL with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often, but not always, use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, hope, aims, continue, will, may, should, would, could, or other words of similar meaning. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These statements are based on assumptions and assessments made by DMGT and/or RCL in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither DMGT nor RCL assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. No profit forecast No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per DMGT Ordinary Share or DMGT A Share for the current