Daily Mail and General Trust plc (DMGT)
Form 8 (DD) - Lord Rothermere
23-Nov-2021 / 14:51 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Lord Rothermere
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
Daily Mail and General Trust plc ("DMGT")
(d) Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)
Person acting in concert with the offeror (Rothermere Continuation Limited)
(e) Date dealing undertaken:
23 November 2021
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
N/A
2. POSITIONS OF THE PERSON 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 following the dealing
Class of relevant security:
DMGT 12.5p (non-voting) A ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
5,565,589
2.64
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:
5,565,589
2.64
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 (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists:
DMGT 12.5p (non-voting) A Ordinary
Details, including nature of the rights concerned and relevant percentages:
Plan name
DMGT Executive Director LTIP
DMGT Executive Director LTIP
DMGT Executive Director LTIP
Award date
31.03.2021
31.03.2021
23.11.2021
Vesting date
30.09.2029
30.09.2030
30.09.2031
Option price
Nil
Nil
Nil
Unvested options / awards
855,273
789,750
589,957
Vested options / awards
Nil
Nil
Nil
Total options / awards outstanding
855,273
789,750
589,957
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security
Purchase/sale
Number of securities
Price per unit
N/A
N/A
N/A
N/A
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
Class of relevant security
Purchases/ sales
Total number of securities
Highest price per unit paid/received
Lowest price per unit paid/received
N/A
N/A
N/A
N/A
N/A
(b) Cash-settled derivative transactions
Class of relevant security
Product description
e.g. CFD
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securities
Price per unit
N/A
N/A
N/A
N/A
N/A
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security
Product description e.g. call option
Writing, purchasing, selling, varying etc.
Number of securities to which option relates
Exercise price per unit
Type
e.g. American, European etc.
Expiry date
Option money paid/ received per unit
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
N/A
N/A
N/A
N/A
N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
DMGT 12.5p (non-voting) A Ordinary
Grant of awards under the DMGT Executive Director Long-term Incentive Plan
Grant of award over 589,957 A Ordinary shares under the rules of the DMGT Executive Director Long-term Incentive Plan (the "Plan") with the number of shares under the award calculated by reference to a share price of £9.89 (the volume weighted average share price ('VWAP') for the twelve months up to and including the first 3 days following the release of FY 2021 results). The award will be satisfied in A Ordinary non-voting shares at the end of a 10 year accrual period, subject to the rules of the Plan, including leaver provisions, Company event provisions and cash settlement provisions.
£0
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 or person acting in concert making the disclosure and any other person:
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 or person acting in concert making the disclosure 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 November 2021
Contact name:
Fran Sallas
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 dealing 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: DCC - 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.: 127518 EQS News ID: 1251468
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