DAILY MAIL AND GENERAL TRUST PLC Daily Mail and General Trust plc: Tender Offer for its £200,000,000 6.375 per cent. Bonds due 2027
Transparency directive : regulatory news
25/10/2022 10:43
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Daily Mail and General Trust plc (54HB,DMGT)
Daily Mail and General Trust plc Announces Tender Offer for its
£200,000,000 6.375 per cent. Bonds due 2027
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (the EUWA)
25 October 2022. Daily Mail and General Trust plc (the Company) announced today its invitation to holders of its outstanding £200,000,000 6.375 per cent. Bonds due 2027 (the Bonds) to tender their Bonds for purchase by the Company for cash (such invitation, the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 October 2022 (the Tender Offer Memorandum) prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offer
A summary of certain of the terms of the Offer appears below:
Rationale for the Offer
The rationale for the Offer is for the Company to proactively manage its balance sheet and offer a liquidity event to Holders.
The Company intends to cancel Bonds purchased by it pursuant to the Offer.
Details of the Offer
Determination of the Purchase Price
The Company will pay for Bonds accepted by it for purchase pursuant to the Offer a price (the Purchase Price) to be determined at or around 11.00 a.m. (London time) (the Pricing Time) on 1 November 2022 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to the annualised sum (such sum, the Purchase Yield) of (i) a purchase spread (the Purchase Spread); and (ii) the Benchmark Security Rate.
Subject as described above, the Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Bonds accepted for purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity of the Bonds on the Settlement Date based on the Purchase Yield.
Purchase Spread – Modified Dutch Auction Procedure
The Purchase Spread will be determined pursuant to a Modified Dutch Auction Procedure, as described in the Tender Offer Memorandum.
Under the Modified Dutch Auction Procedure, the Company will determine, in its sole discretion, following expiration of the Offer, (i) the aggregate nominal amount of Bonds it will accept for purchase pursuant to the Offer (such amount, the Final Acceptance Amount) and (ii) a single Purchase Spread (expressed in basis points) that it will use in the calculation of the Purchase Price, taking into account the aggregate nominal amount of Bonds tendered in the Offer and the purchase spreads specified (or deemed to be specified) by tendering Holders.
The Purchase Spread will not be more than the Maximum Purchase Spread set out in the table above, and will otherwise be the highest spread that will enable the Company to purchase the Final Acceptance Amount pursuant to the Offer.
The Company currently proposes to accept for purchase pursuant to the Offer, and accordingly to set the Final Acceptance Amount at, up to £40,000,000 in aggregate nominal amount of the Bonds, although the Company reserves the right, in its sole and absolute discretion, to accept significantly more or significantly less (or none of) such amount for purchase pursuant to the Offer.
Scaling
If the Company accepts any Bonds for purchase pursuant to the Offer and the aggregate nominal amount of Bonds validly tendered for purchase is greater than the Final Acceptance Amount, validly tendered Bonds may be accepted for purchase pursuant to the Offer on a pro rata basis, as fully described in the Tender Offer Memorandum.
Accrued Interest
The Company will also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the Offer.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer, Holders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 31 October 2022. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount of Bonds of no less than the minimum denomination (being £50,000), and may be submitted in integral multiples of £50,000 thereafter. Tender Instructions may be submitted on a competitive basis or a non-competitive basis, as further described in the Tender Offer Memorandum.
Indicative Timetable for the Offer
The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so extend, re-open, amend, waive any condition of and/or terminate the Offer.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines set out above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Holders may contact the Sole Dealer Manager for information using the contact details below.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
NatWest Markets Plc is acting as Sole Dealer Manager for the Offer and Kroll Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offer may be directed to the Sole Dealer Manager.
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.
This announcement is made by Daily Mail and General Trust plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Fran Sallas, Company Secretary at the Company.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Bonds pursuant to the Offer. None of the Company, the Sole Dealer Manager or the Tender Agent makes any recommendation as to whether Holders should tender Bonds pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Sole Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Bonds (and tenders of Bonds in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Sole Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Sole Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdictions.
United States. The Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each Holder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficial owners of the Bonds that are located in Italy may tender some or all of their Bonds in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds and/or the Offer.
United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the Tender Offer Memorandum and any other documents and/or materials relating to the Offer are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France. The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.
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| ISIN: | XS0306155499, GB00BJQZC279 |
| Category Code: | TEN |
| TIDM: | 54HB,DMGT |
| LEI Code: | 4OFD47D73QFJ1T1MOF29 |
| OAM Categories: | 3.1. Additional regulated information required to be disclosed under the laws of a Member State |
| Sequence No.: | 196676 |
| EQS News ID: | 1471371 |
| End of Announcement | EQS News Service |
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