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 +44 (0)20 3615
Adam Webster 2903
Lazard
Nicholas Shott
Charlie Foreman +44 (0)20 7187
Philippe Noël 2000
Numis
Lorna Tilbian
Mark Lander +44 (0)20 7260
Nick Westlake 1000
UBS
Christopher Smith
Jonathan Retter +44 (0)20 7567
Alex Bloch 8000
For media enquiries:
Kim Fletcher / Simone Selzer, +44 (0)20 7404
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
END
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December 09, 2016 02:00 ET (07:00 GMT)
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