Daily Mail and General Trust plc: Conversion of B Shares and C Shares and subsequent transfer and cancellation

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Daily Mail and General Trust plc

("DMGT" or the "Company")

15 April 2019

Conversion of B Shares and C Shares and subsequent transfer and cancellation

Further to the announcements made on 3 March 2019 and 1 April 2019 and the approval of the special resolution at the Class Meeting held on 26 March 2019, the Company announces that following payment in full of the Special Dividend and Restricted Special Dividend earlier today:

(A)               all 124,663,631 issued B Shares in the Company were automatically converted into Deferred B Shares and all 2,627,512 issued C Shares in the Company were automatically converted into Deferred C Shares, in each case in accordance with the Company's articles of association (the "Conversion"); and

(B)               following the Conversion, all issued Deferred B Shares and issued Deferred C Shares in the Company were acquired by the Company from their holders for no consideration under the irrevocable authority conferred to the Company under Articles 12D(I)(i) and 12E(I)(i) (as applicable) of the Company's articles of association (the "Acquisition").

The Deferred B Shares and Deferred C Shares did not carry any voting rights and, following the Acquisition, were cancelled pursuant to the authority conferred by Articles 12D(I)(v) and 12E(I)(v) of the Company's articles of association respectively. 

Following the above steps, the total number of A Shares in issue (including the 4,701,955 A Shares held as treasury shares) remains 214,913,327 and the total number of Ordinary Shares in issue remains 19,890,364.  The A Shares continue to be listed on the Official List and admitted to trading on the London Stock Exchange.

All defined terms used herein have the same meaning as in the shareholder circular published on 5 March 2019 unless otherwise stated.

Enquiries

About DMGT

DMGT manages a portfolio of companies that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment.  The Group takes a long-term approach to investment and has market-leading positions in consumer media, insurance risk, property information, education technology, energy information and events & exhibitions.  In total, DMGT generates revenues of around £1.4bn.

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.

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.