27 August 2021

Daily Mail and General Trust plc ('DMGT')

Completion of Cazoo business combination with AJAX I

For further information

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 and events & exhibitions.  In total, DMGT generates revenues of around £1.2bn.

About Cazoo (www.cazoo.co.uk)

Cazoo's mission is to transform the car buying and selling experience across the UK and Europe by providing better selection, transparency, convenience and peace of mind.  Cazoo aims to make buying or selling a car no different to ordering any other product online, where consumers can simply and seamlessly buy, sell, finance or subscribe to a car entirely online for delivery or collection in as little as 72 hours.  Cazoo was founded in 2018 by serial entrepreneur Alex Chesterman OBE and is backed by some of the leading global technology investors.

Notes

Capitalised terms used in footnotes 3 and 4 have the meanings given to them in the Reorganisation Announcement.

1 Lord Rothermere, Chairman of DMGT, was an existing Non-Executive Director of Cazoo prior to the business combination and will continue to serve as a Non-Executive Director of Cazoo Group.

2 DMGT invested c.US$25m through participation in the private investment in public equity ('PIPE') and received c.US$30m cash proceeds from the business combination on closing.

3 The possible offer for DMGT by RCL is subject to the following pre-conditions:

1. completion of confirmatory due diligence by RCL to the satisfaction of RCL;
2. RMS Completion;
3. Cazoo Completion; and
4. reaching a position with the trustees of DMGT's three pension schemes which is reasonably satisfactory to DMGT and RCL to ensure that the pension schemes are not adversely affected by the Reorganisation process and, in particular, by the settlement of the Special Dividend.

The pre-condition under (a) is waivable at the option of RCL.  Pre-conditions under (b), (c) and (d) are not waivable.

4 The Cazoo Share component of the Special Dividend will be subject to (i) an adjustment to accommodate an estimate of any tax liabilities of DMGT arising in connection with the distribution of the Cazoo Share component (if any); and (ii) a constitutional lock-up of up to six months after Cazoo Completion.  Settlement of the Cazoo Share component of the Special Dividend will not be able to occur until that lock-up period has expired and will be subject to any US securities law restrictions, including customary blackout periods relating to releases of Cazoo's results and other material non-public information, which may apply at the time.