Daily Mail and General Trust plc: Notice of Publication of Circular

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Daily Mail and General Trust plc (DMGT) 
Daily Mail and General Trust plc: Notice of Publication of Circular 
 
05-March-2019 / 10:31 GMT/BST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
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") 
 
5 March 2019 
 
Publication of shareholder circular (the "Circular") in connection with the 
Proposed Distributions and notice of class meeting 
 
          DMGT has today published a Circular and notice of class meeting in 
   connection with the Proposed Distributions announced on 3 March 2019, and 
 all defined terms used herein have the same meaning as in that announcement 
unless otherwise stated. These documents are available for inspection at the 
             registered office of the Company and on www.dmgt.com. 
 
  Approval in connection with the Proposed Distributions will be sought from 
    the Fully Participating Shareholders at a class meeting to take place at 
    2.30p.m. on 26 March 2019 at J.P. Morgan, 60 Victoria Embankment, London 
EC4Y 0JP (the "Class Meeting"), notice of which is included in the Circular. 
A special resolution will be proposed at the Class Meeting seeking the Fully 
         Participating Shareholders' approval of the variation of the rights 
             attaching to their A Shares required to implement the Proposed 
             Distributions. 
 
Additional information 
 
In accordance with Listing Rule paragraph 14.3.6, a copy of the Circular has 
       been submitted to the Financial Conduct Authority and will shortly be 
             available for inspection via the National Storage Mechanism. 
 
Enquiries 
 
DMGT 
Tim Collier, Chief Financial Officer          [phone] 
Adam Webster, Head of Investor Relations      [phone] 
 
Financial Advisors 
Lazard 
 
Will Lawes / Philippe Noël / Nicolas Shott    [phone] 
 
J.P. Morgan Cazenove 
 
Hugo Baring / Bill Hutchings                  [phone] 
 
Credit Suisse 
 
Gillian Sheldon / Antonia Rowan / James Green [phone] 
 
For media enquiries: 
 
Tim Burt / Doug Campbell / Paul Durman, Teneo [phone] 
 
About DMGT 
 
DMGT manages a diverse, multinational portfolio of companies, with total 
revenues of around GBP1.4bn, 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 [phone] 
 
      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. 
 
ISIN:           GB0009457366 
Category Code:  CIR 
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.:   7712 
EQS News ID:    783929 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

March 05, 2019 05:33 ET (10:33 GMT)