DJ Form 8 - Daily Mail and General Trust plc
Daily Mail and General Trust plc (DMGT)
Form 8 - Daily Mail and General Trust plc
23-Jul-2021 / 15:19 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: Daily Mail and General Trust
plc ("DMGT")
(b) Owner or controller of interests and short positions disclosed, if different from 1
(a):
n/a
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Daily Mail and General Trust
plc
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:
22 July 2021
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making disclosures in
respect of any other party to the offer? n/a
If it is a cash offer or possible cash offer, state "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 12.5p (non-voting) A Ordinary
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil
Nil 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: Nil Nil Nil Nil
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: None
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:
1. Interests in relevant securities of DMGT held by DMGT directors and their close relatives and related trusts:
Interest
Director name
Lord Rothermere holds a total 26.40 per cent. interest in DMGT A Ordinary shares, as
follows:
1. Beneficial ownership of 610,375 A Ordinary shares in DMGT. The registered owner of
the shares is UBS Private Banking Nominees Limited.
2. UBS Private Banking Nominees Limited is the registered owner of 204,221 A Ordinary
shares in DMGT. The beneficial owners of these shares are David Nelson (a director of
DMGT) and Lady Claudia Rothermere (Lord Rothermere's wife) in their capacity as
trustees of the WM Trust. The shares are held for the benefit of Lord Rothermere and
members of his close family.
3. UBS Private Banking Nominees is the registered owner of 4,687,424 A Ordinary shares
in DMGT. The beneficial owners of these shares are Lord Rothermere, Lady Rothermere
and Vyvyan Harmsworth in their capacity as trustees of the Rothermere Foundation. The
The Right Honourable Jonathan Rothermere Foundation benefits charitable purposes.
Harold Esmond Vere Viscount
Rothermere ("Lord Rothermere
")
4. SIX SIS Ltd is the registered owner of 63,569 A Ordinary shares in DMGT. Ortalide
Investments Limited is the beneficial owner of the shares. Ortalide Investments
Limited is a company owned by a related trust - the Rothermere 1985 Bermudian
Declaration (The Hon Geraldine Harmsworth Maxwell Fund) - the beneficiaries of which
are Lord Rothermere's sister, Geraldine Harmsworth Maxwell, and her children.
Lord Rothermere is also a director of RCL, which is:
- The beneficial owner of 58,207,016 (27.61 per cent.) A Ordinary shares in DMGT. 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, which are
held by 1991 Harmsworth Declaration (Main Fund) as nominee for RCL; and
- The beneficial owner of 19,890,364 (100 per cent.) Ordinary Shares in DMGT. RCL is
the registered owner of 17,390,364 of these shares. Harmsworth Trust Company (PTC)
Limited is the registered owner of the remaining 2,500,000 shares.
Paul Zwillenberg holds a total 0.24 per cent. interest in A Ordinary Shares in DMGT, as
follows:
- The beneficial and registered owner of 506,437 A Ordinary shares in DMGT.
Paul Zwillenberg
- The beneficial owner of 1,037 A Ordinary Shares in DMGT. The registered owner of the
shares is Equiniti Share Plan Trustees Limited.
Kevin Beatty holds a total 0.29 per cent. interest in A Ordinary Shares in DMGT, as
follows:
- The beneficial owner of 607,086 A Ordinary Shares in DMGT. The registered owner of
Kevin Beatty the shares is JM Finn Limited.
- The beneficial owner of 2,204 A Ordinary Shares in DMGT. The registered owner of the
shares is Equiniti Share Plan Trustees Limited.
Kevin Parry holds a total 0.01 per cent. interest in A Ordinary Shares in DMGT, as
follows:
- The beneficial owner of 2,760 A Ordinary Shares in DMGT. The registered owner of the
Kevin Parry shares is CGWL Nominees Limited.
- The beneficial owner of 9,805 A Ordinary Shares in DMGT. The registered owner of the
shares is Barclays Nominees Limited.
Timothy Collier is the beneficial owner of 439,668 (0.21 per cent.) A Ordinary shares in
DMGT. The registered owner of the shares is Equiniti Global Nominees.
Timothy Collier
UBS Private Banking Nominees Limited is the registered owner of 204,221 (0.1 per cent.) A
Ordinary shares in DMGT which are beneficially owned by David Nelson and Lady Claudia
Rothermere (Lord Rothermere's wife) in their capacity as trustees of the WM Trust. The
David Nelson shares are held for the benefit of Lord Rothermere and the members of his close family.
François Morin is not personally interested in any relevant securities of DMGT. However,
he is a director of RCL, which is:
- The beneficial owner of 58,207,016 (27.61 per cent.) A Ordinary shares in DMGT. 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, which are
(MORE TO FOLLOW) Dow Jones Newswires
July 23, 2021 10:19 ET (14:19 GMT)
DJ Form 8 - Daily Mail and General Trust plc -2-
François Morin held by 1991 Harmsworth Declaration (Main Fund) as nominee for RCL; and
- The beneficial owner of 19,890,364 (100 per cent.) Ordinary Shares in DMGT. RCL is
the registered owner of 17,390,364 of these shares. Harmsworth Trust Company (PTC)
Limited is the registered owner of the remaining 2,500,000 shares.
2. Share options/awards held by DMGT Directors a. Share options/awards held by Kevin Beatty
Class of relevant DMGT 12.5p (non-voting) A Ordinary
security
Plan name DMGT Deferred DMGT Deferred DMGT Long Term Executive DMGT Executive DMGT Executive
Bonus Plan Bonus Plan Incentive Plan 2017 Director LTIP Director LTIP
Award date 06.12.2018 10.12.2019 26.06.2019 31.03.2021 31.03.2021
Vesting date 06.12.2020 10.12.2021 01.12.2021 30.09.2022 30.09.2023
Option price Nil Nil Nil Nil Nil
Unvested options/ Nil 22,745 72,734 608,033 561,452
awards
Vested options/ 12,729 Nil Nil Nil Nil
awards
Total options/awards 13,337* 22,745 76,212* 608,033 561,452
outstanding
*The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney. b. Share options/awards held by Timothy Collier
Class of relevant DMGT 12.5p (non-voting) A Ordinary
security
Plan name DMGT Deferred DMGT Deferred DMGT Long Term Executive DMGT Executive DMGT Executive
Bonus Plan Bonus Plan Incentive Plan 2017 Director LTIP Director LTIP
Award date 06.12.2018 10.12.2019 26.06.2019 31.03.2021 31.03.2021
Vesting date 06.12.2020 10.12.2021 01.12.2021 30.09.2022 30.09.2023
Option price Nil Nil Nil Nil Nil
Unvested options/ Nil 25,257 73,330 510,848 471,711
awards
Vested options/ 35,124 Nil Nil Nil Nil
awards
Total options/awards 510,848
outstanding 36,803* 25,257 76,837* 471,711
*The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney. c. Share awards held by Lord Rothermere
Class of relevant security DMGT 12.5p (non-voting) A Ordinary
Plan name DMGT Long Term Executive Incentive Plan DMGT Executive Director DMGT Executive Director
2017 LTIP 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 128,637* 855,273 789,750
outstanding
*The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney. d. Share options/awards held by Paul Zwillenberg
Class of relevant DMGT 12.5p (non-voting) A Ordinary
security
Plan name DMGT Deferred DMGT Deferred DMGT Long Term Executive DMGT Executive DMGT Executive
Bonus Plan Bonus Plan Incentive Plan 2017 Director LTIP Director LTIP
Award date 06.12.2018 10.12.2019 26.06.2019 31.03.2021 31.03.2021
Vesting date 06.12.2020 10.12.2021 01.12.2021 30.09.2022 30.09.2023
Option price Nil Nil Nil Nil Nil
Unvested options/ Nil 37,897 122,257 766,540 707,815
awards
Vested options/ 52,685 Nil Nil Nil Nil
awards
Total options/awards 707,815
outstanding 55,204* 37,897 128,103* 766,540
*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
Fran Sallas
Contact name: Company secretary of DMGT
Telephone number: +44 (0)20 3615 2904
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 - Daily Mail and General Trust plc 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.: 118397 EQS News ID: 1221399 End of Announcement EQS News Service =------------------------------------------------------------------------------------ Image link: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1221399&application_name=news
(END) Dow Jones Newswires
July 23, 2021 10:19 ET (14:19 GMT)
