Daily Mail and General Trust plc: Announcement regarding possible major reorganisation of DMGT, including potential RMS disposal, special distribution and possible offer by RCL for DMGT (together the 'Reorganisation')

DJ Announcement regarding possible major reorganisation of DMGT, including potential RMS disposal, special distribution and possible offer by RCL for DMGT (together the 'Reorganisation')

Daily Mail and General Trust plc (DMGT) 
Announcement regarding possible major reorganisation of DMGT, including potential RMS disposal, special distribution 
and possible offer by RCL for DMGT (together the 'Reorganisation') 
12-Jul-2021 / 07:00 GMT/BST 
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 
(MAR), 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 IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION 
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON 
TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS 
ARE SATISFIED OR WAIVED 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
FOR IMMEDIATE RELEASE 
12 July 2021 
Daily Mail and General Trust plc ("DMGT") and Rothermere Continuation Limited ("RCL") 
Announcement regarding possible major reorganisation of DMGT, including potential RMS disposal, special distribution 
and possible offer by RCL for 
DMGT (together the "Reorganisation") 
 
Introduction 
DMGT announces today that, following a number of enquiries from third parties, it is in discussions in relation to the 
sale of its Insurance Risk division ("RMS"). While discussions are ongoing and there can be no certainty that a 
transaction will result, the Board of DMGT believes the terms of the proposed sale, if completed, would realise a 
premium valuation for DMGT's shareholders. Should terms be agreed, completion is expected to take place in Q3 2021 
(calendar year). 
The disposal of RMS would mark a further significant milestone in the transformation of DMGT, following the disposals 
in recent years of Hobsons, Genscape and Zoopla, which collectively realised c.GBP1.2 billion of value for DMGT, as well 
as the distribution of DMGT's c.50% stake in Euromoney. On top of the substantial cash proceeds that would arise from 
the sale of RMS, DMGT will have a further major asset upon completion of the business combination of Cazoo Holdings 
Limited (in which DMGT currently has a c.20% stake) with AJAX I, as referred to in the announcement made by DMGT on 29 
March 2021 ("Cazoo Completion"). It is expected that, upon Cazoo Completion, the Group will hold c.16% of the common 
stock of the listed Cazoo on a fully diluted basis (the "Cazoo Shares"). 
The Board has considered whether, assuming both the completion of the sale of RMS ("RMS Completion") and Cazoo 
Completion, it would be in shareholders' interests to retain the cash proceeds and the Cazoo Shares or to distribute 
the resulting value directly to all shareholders, including RCL. The Board has concluded that it would be in the best 
interests of shareholders to distribute the value expected to be created upon RMS Completion and Cazoo Completion 
through a special distribution and has discussed this conclusion with its controlling shareholder, RCL. 
 
The Possible Offer for DMGT 
RCL has indicated to the Board that, if RMS Completion and Cazoo Completion both happen, it would be prepared to make a 
possible cash offer to acquire the entire issued and to be issued share capital of DMGT not already owned by RCL (the " 
DMGT Shares") (the "Possible Offer"). 
Under the terms of the Possible Offer, and subject to the reservations set out below, holders of DMGT Shares would 
receive 251 pence in cash for each DMGT Share (the "Offer Consideration"). 
The Special Dividend 
Conditional upon the Possible Offer becoming or being declared unconditional, DMGT intends to declare a single 
distribution comprising (i) cash; and (ii) non-cash assets (being Cazoo Shares) (the "Special Dividend"), payable to 
all DMGT shareholders (including RCL) on the register of members on the record date, which will be the date on which 
the Possible Offer (if made) becomes or is declared unconditional. 
The cash component of the Special Dividend would comprise the net proceeds received on RMS Completion and other DMGT 
Group cash immediately prior to declaration of the Special Dividend, subject to certain deductions to be agreed between 
DMGT and RCL including in respect of (i) tax liabilities arising in connection with the sale of RMS; (ii) liabilities 
to or in respect of DMGT's pension schemes; and (iii) liabilities under various employee incentives arrangements. Given 
the uncertainty of some of these amounts at this time, the Board is only able to provide a broad estimate at this stage 
of the likely cash component of the Special Dividend, which is expected to be approximately 610 pence per DMGT share. 
The Cazoo Share component of the Special Dividend will be subject to (i) an adjustment to accommodate an estimate of 
any tax liabilities of DMGT arising in connection with the distribution of the Cazoo Share component (if any); and (ii) 
a constitutional lock-up of up to six months after Cazoo Completion. Settlement of the Cazoo Share component of the 
Special Dividend will not be able to occur until that lock-up period has expired. 
General 
The Possible Offer implies an enterprise value of GBP810 million (with DMGT assuming debt with a fair value of 
approximately GBP230 million) for all of the trading and investment businesses of DMGT, excluding RMS, the Cazoo Shares 
and the cash subject to the Special Dividend. The aggregate value of the Offer Consideration and the Special Dividend 
will be determined following RMS Completion and agreement on any associated deductions from the resulting cash held by 
DMGT; and in the case of the Cazoo Share component of the Special Dividend, upon distribution of the relevant Cazoo 
Shares. Further details will be provided in any announcement by RCL of a firm intention to make the Possible Offer. 
The independent DMGT directors[1] have indicated to RCL that, based on the above, the Offer Consideration and the 
anticipated value of the Special Dividend will represent attractive value for DMGT's shareholders and that in the 
absence of material unforeseen circumstances they would be minded to recommend the Possible Offer to DMGT's 
shareholders, should a firm intention to make an offer be announced on such terms pursuant to Rule 2.7 of the Code, 
subject to (i) reaching agreement on the other terms and conditions of the Possible Offer; (ii) completion of limited 
confirmatory due diligence by RCL; (iii) discussion with J.P. Morgan Cazenove, DMGT's independent financial adviser 
appointed pursuant to Rule 3 of the Code; (iv) RMS Completion; and (v) Cazoo Completion. 
If the Possible Offer is made and becomes or is declared unconditional, it is expected that DMGT would cease to be 
listed in due course and re-registered as a private company. 
It is anticipated that any offer arising from the Possible Offer would be effected by means of a takeover offer as 
defined in Chapter 3 of Part 28 of the Companies Act 2006. 
This announcement has been released with the consent of RCL. 
Pre-conditions 
The Possible Offer is subject to the following pre-conditions: 
(a)        completion of confirmatory due diligence by RCL to the satisfaction of RCL; 
(b)        RMS Completion; 
(c)        Cazoo Completion; and 
(d)        reaching a position with the trustees of DMGT's three pension schemes which is reasonably 
satisfactory to DMGT and RCL to ensure that the pension schemes are not adversely affected by the Reorganisation 
process and, in particular, by the settlement of the Special Dividend. 
The pre-condition under (a) is waivable at the option of RCL. The pre-conditions under (b), (c) and (d) are not 
waivable. 
This announcement does not amount to an announcement of a firm intention by RCL to make an offer for the DMGT Shares. 
There can be no certainty that an offer will be made even if the pre-conditions are satisfied or waived. 
Reservations 
Pursuant to Rule 2.5 of the Code, RCL reserves the right to vary the form and/or mix of the Offer Consideration set out 
in this announcement; and to vary the transaction structure, including implementation of the Possible Offer by way of a 
scheme of arrangement as an alternative to the takeover offer. 
RCL also reserves the right to make the Possible Offer on less favourable terms than those described above, and 
otherwise to amend the terms of the Possible Offer: 
 a. with the recommendation or consent of the independent DMGT directors; and/or 
 b. if there is an announcement on or after the date of this announcement of an offer or a possible offer for DMGT by a 
  third party offeror or potential offeror. 
 
Important Notices 
In accordance with Rule 2.6(a) of the Code, RCL is required, by not later than 5.00 p.m. (London time) on 9 August 
2021, being 28 days after today's date, either to announce a firm intention to make an offer for the DMGT Shares in 
accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the 
announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with 
the consent of the Panel in accordance with Rule 2.6(c) of the Code. 
Enquiries: 
DMGT 
Tim Collier, DMGT CFO                                          [phone] 
                                                    2902 
Adam Webster, Head of IR                                        [phone] 
                                                    2903 
 
J.P. Morgan Cazenove                                          [phone] 
(Lead Financial Adviser to DMGT in connection with the Possible Offer; Joint Corporate Broker)     4000 

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