DJ 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.
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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
Rothermere Continuation
(a) Full name of discloser: Limited ("RCL")
(b) Owner or controller of interests and short positions disclosed, if different from 1
(a):
See 2(a) and 3 below
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 ("DMGT")
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(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 N/A
respect of any other party to the offer?
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 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
58,207,016 27.61 Nil Nil
TOTAL:
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
19,890,364 100 Nil Nil
TOTAL:
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: A. Interests in relevant securities:
Number of Percentage
DMGT of DMGT Registered
Name Relationship to RCL relevant relevant owner Beneficial owner
securities securities
held held
The Right UBS
Honourable Jonathan 610,375 Private
Harold Esmond Vere Director of RCL A Ordinary 0.29% Banking Lord Rothermere
Viscount Rothermere shares Nominees
("Lord Rothermere") Limited
UBS David Nelson (a director of
A trust, the beneficiaries of which 204,221 Private DMGT) and Lady Claudia
WM Trust are Lord Rothermere and certain A Ordinary 0.10% Banking Rothermere (Lord
members of his close family shares Nominees Rothermere's wife) in their
Limited capacity as trustees of the
WM Trust.
Rothermere UBS Lord Rothermere, Lady
Foundation (with A charitable trust, the trustees of 4,687,424 Private Rothermere and Vyvyan
registered charity which are Lord Rothermere and certain A Ordinary 2.22% Banking Harmsworth in their capacity
no. 314125) members of his close family shares Nominees as trustees of the
Limited Rothermere Foundation.
A company owned by a trust (the
Rothermere 1985 Bermudian Declaration 63,569
Ortalide (The Hon Geraldine Harmsworth Maxwell A Ordinary 0.03% SIX SIS Ortalide Investments Limited
Investments Limited Fund)), the beneficiaries of which shares Ltd
are Lord Rothermere's sister and her
children
(B) Share awards held by Lord Rothermere
Class of relevant security DMGT A Ordinary shares
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.
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
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