Daily Mail & General Trust PLC Reduction of stake in Euromoney: Placing Result (3959R)

TIDMDMGT TIDMERM

RNS Number : 3959R

Daily Mail & General Trust PLC

09 December 2016

9 December 2016

Daily Mail and General Trust plc ("DMGT")

Reduction of stake in Euromoney Institutional Investor PLC ("Euromoney") - Results of Placing and Agreed Terms of Buy-back

Further to yesterday's announcement regarding its intention to reduce its holding in Euromoney to c.49%, DMGT is pleased to confirm that it has committed to sell, in aggregate, c.32.3 million ordinary shares in Euromoney at a price of 975 pence per share (the "Sale"), raising aggregate gross proceeds of approximately GBP315 million.

The Sale comprises two parts: a secondary placing (the "Placing") of c.13.0 million Euromoney shares (the "Placing Shares"), representing c.10% of Euromoney's current issued share capital, and a buy-back by Euromoney of c.19.2 million of its own shares from DMGT (the "Bought Back Shares"), representing c.15% of Euromoney's current issued share capital, and the subsequent cancellation of the Bought Back Shares (the "Buy-back"). The Buy-back, which has been agreed between DMGT and Euromoney, will be by means of an off-market share buy-back. As the Bought Back Shares will be cancelled, the combined effect of the Sale will be to reduce DMGT's holding from c.67% of Euromoney's issued share capital to c.49%.*

The trade date for the Placing will be 9 December 2016 and settlement is expected to occur on a T+2 basis on 13 December 2016, subject to the satisfaction or waiver of certain customary conditions.

The Buy-back is subject to majority approval by Euromoney's independent shareholders (which excludes DMGT) at a General Meeting which is expected to take place before the end of December 2016.

The remainder of Euromoney's ordinary shares held by DMGT following the Placing will be subject to a lock-up which ends 180 days after completion of the Placing, which shall be subject to customary exceptions and may otherwise only be waived with the consent of the Bookrunners.

Lazard & Co., Limited ("Lazard") is acting as financial adviser to DMGT in connection with the Sale. Numis Securities Limited ("Numis") and UBS Limited ("UBS") acted as joint bookrunners in connection with the Placing (the "Bookrunners").

*The table below shows an illustrative restatement of DMGT's key financial metrics for FY 2016, assuming that DMGT's holding in Euromoney had been 49.1% throughout the year:

 
                          FY 2016 Reported   FY 2016 Restated 
-----------------------  -----------------  ----------------- 
 Revenue                  GBP1,917 million   GBP1,514 million 
-----------------------  -----------------  ----------------- 
 Adjusted operating        GBP277 million     GBP177 million 
  profit 
-----------------------  -----------------  ----------------- 
 Adjusted profit before    GBP260 million     GBP210 million 
  tax 
-----------------------  -----------------  ----------------- 
 Adjusted EBITDA           GBP364 million     GBP304 million 
-----------------------  -----------------  ----------------- 
 Adjusted earnings           56.0 pence         52.0 pence 
  per share 
-----------------------  -----------------  ----------------- 
 

In DMGT's FY 2017 results, assuming completion of the Buy-back, Euromoney will be treated as a subsidiary for three months and then as an associate for the subsequent nine months. Consequently DMGT's revenue and operating profit will only include three months' of Euromoney's results in FY 2017. As a result of the Sale, the share of operating profits from joint ventures and associates in FY 2017 is now expected to be approximately GBP65 million, rather than approximately GBP25 million, as guided to on 1 December 2016.

DMGT's net debt as at 30 September 2016 was GBP679 million. Restating the net debt to exclude Euromoney's net cash but to include the expected proceeds from the Sale, the restated net debt as at 30 September 2016 would have been approximately GBP448 million.

For further information

 
 For analyst and institutional 
  enquiries: 
 
 DMGT                                [phone] 
  Adam Webster                                 2903 
 Lazard 
  Nicholas Shott 
  Charlie Foreman                    [phone] 
  Philippe Noël                           2000 
 Numis 
  Lorna Tilbian 
  Mark Lander                        [phone] 
  Nick Westlake                                1000 
 UBS 
  Christopher Smith 
  Jonathan Retter                    [phone] 
  Alex Bloch                                   8000 
 For media enquiries: 
  Kim Fletcher / Simone Selzer,      [phone] 
  Brunswick Group                              5959 
 

Market Abuse Regulations

As with previous announcements, the information communicated in this announcement includes inside information. DMGT has included this statement in this announcement in order to comply with the Market Abuse Regulation, which came into effect on 3 July 2016.

About DMGT

DMGT manages a balanced multinational portfolio of entrepreneurial companies, with total revenues of almost GBP2 billion, that provides a diverse range of businesses and consumers with compelling information, analysis, insight, news and entertainment.

Important information

Lazard, which is authorised and regulated by the FCA, is acting exclusively for DMGT and no one else in connection with the Sale and will not regard any other person as its client in relation to the Sale and will not be responsible to anyone other than DMGT for providing the protections afforded to its clients or for giving advice in relation to the Sale or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The distribution of this relevant disclosure and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law.

The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction.

No action has been taken by any of the Bookrunners, Lazard, DMGT or Euromoney or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this relevant disclosure or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of any offer or commitment whatsoever in any jurisdiction.

This announcement is not to be released, distributed or published, either directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, Australia, Japan South Africa, or in any other jurisdiction where such an announcement would be unlawful.

This announcement is published only and exclusively for information purposes and does not constitute or form part of any offer to sell or solicitation to purchase or subscribe for securities in the United States of America. The offer of the securities described above has not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, or pursuant to the applicable securities laws of Canada, Australia, Japan or South Africa.

The Placing Shares may not be offered or sold in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) absent registration under or an exemption from 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 of America.

There will be no public offer of securities in the United States of America or in any other jurisdiction.

Subject to certain exceptions, the Placing Shares may not be offered or sold in Canada, Australia, Japan or South Africa, nor in any other jurisdiction where this offer may constitute an infraction of the securities laws of such other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, to the extent such amendments have entered into force and have been implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this relevant disclosure is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

In connection with the Placing of the Placing Shares, the Bookrunners and any of their respective affiliates acting as an investor for their own account may take up proprietary positions in or borrow any of the Placing Shares or enter into any financial transaction, including financing arrangements and swaps with investors in connection with the Placing Shares and, in that capacity and in connection with such transactions, may retain, purchase or sell for their own account or for the account of third parties any of Placing Shares at any time. The Bookrunners will not disclose the extent of any such transactions otherwise than in accordance with any legal obligation to do so.

Each of UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for DMGT and no one else in connection with the Placing of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice to any other person in relation to the Placing of the Placing Shares.

None of the Bookrunners or any of their respective affiliates or any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to DMGT or Euromoney, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "aims", "aspires", "assumes", "believes", "estimates", "anticipates", "expects", "intends", "hopes", "may", "outlook", "would", "should", "could", "will", "plans", "potential", "predicts" and "projects" as well as their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding intentions, beliefs or current expectations of DMGT and its subsidiaries (the "DMGT Group") concerning, among other things, the DMGT Group's results of operations, financial condition and performance, liquidity, prospects, growth, strategies and the industry in which the DMGT Group operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are hereby cautioned that forward-looking statements are not guarantees of future performance and that the DMGT Group's actual financial condition, results of operations and cash flows, and the development of the industry in which the DMGT Group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the DMGT Group's financial condition, results of operations and cash flows, and the development of the industry in which it operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of the DMGT Group's results or developments in subsequent periods and may be impacted by important factors. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to publicly update or revise any such forward-looking statement.

The information, opinions and forward-looking statements contained in this release speak only as at its date and are subject to change without notice.

This information is provided by RNS

The company news service from the London Stock Exchange

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December 09, 2016 02:00 ET (07:00 GMT)