Daily Mail and General Trust plc: Conversion of B Shares and C Shares and subsequent transfer and cancellation (800201)

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 Daily Mail and General Trust plc (DMGT) 
Daily Mail and General Trust plc: Conversion of B Shares and C Shares and 
subsequent transfer and cancellation 
 
15-Apr-2019 / 15:13 GMT/BST 
Dissemination of a Regulatory Announcement, 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, DIRECTLY 
       OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD 
           CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH 
             JURISDICTION FOR IMMEDIATE RELEASE 
 
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 
 
DMGT 
Tim Collier, Chief Financial Officer          [phone] 
Adam Webster, Head of Investor Relations      [phone] 
Financial Advisors 
Lazard 
 
Will Lawes / Nicholas Shott / Philippe Noël   [phone] 
 
J.P. Morgan Cazenove 
 
Hugo Baring / Bill Hutchings                  [phone] 
 
Credit Suisse 
 
Gillian Sheldon / Antonia Rowan / James Green [phone] 
 
For media enquiries: 
 
Tim Burt / Doug Campbell / Paul Durman, Teneo [phone] 
 
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 GBP1.4bn. 
 
      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. 
 
ISIN:           GB00BJQZC279 
Category Code:  CON 
TIDM:           DMGT 
LEI Code:       4OFD47D73QFJ1T1MOF29 
OAM Categories: 2.4. Acquisition or disposal of the issuer's own shares 
Sequence No.:   8209 
EQS News ID:    800201 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

April 15, 2019 10:15 ET (14:15 GMT)