TIDMDMGT
RNS Number : 7732T
Daily Mail & General Trust PLC
29 March 2021
29 March 2021
Daily Mail and General Trust plc (DMGT)
Cazoo to become listed on NYSE
through US$7.0 billion business combination with AJAX I
DMGT currently owns a c.20% stake in Cazoo, the UK's leading
online car retailer with a fast-growing presence in Europe, through
its venture capital arm, dmg ventures. DMGT notes the announcement
by Cazoo of a definitive business combination agreement with AJAX I
('AJAX'), a publicly-traded special purpose acquisition company
('SPAC') listed on the New York Stock Exchange ('NYSE'). Upon
closing of the proposed transaction, the combined company will be
named Cazoo and be listed on the NYSE under the new ticker symbol
'CZOO'.
The transaction values the combined company at a pro forma
enterprise value of approximately US$7.0 billion and a pro forma
equity value of approximately US$8.1 billion. The transaction
includes up to US$805m AJAX cash in trust, assuming no redemptions
by AJAX shareholders, and an US$800m fully committed private
investment in public equity ('PIPE') at US$10.00 per share, led by
the AJAX sponsors and D1 Capital Partners, and including new and
existing investors.
If the proposed transaction closes, and assuming no redemptions
by AJAX shareholders, the combined value in cash proceeds and
shares in the listed Cazoo, valued at the US$10.00 per share issue
price, that DMGT will receive on closing is expected to be
approximately US$1.35 billion. It is likely that DMGT will receive
some cash proceeds on closing, but the amount will depend on a
number of factors, including redemptions by AJAX shareholders,
if
any, as well as DMGT's election and those of other shareholders with respect to receipt of cash consideration(1). Lock-up restrictions are expected to apply for five to six months after the transaction closes.
The transaction is expected to support Cazoo's mission to
continue to transform the car-buying experience across Europe, with
the proceeds funding the further build-out of its brand and
infrastructure. Cazoo is well positioned to take advantage of the
shift to online car-buying and disrupt the highly fragmented
c.US$700 billion European used car market.
The transaction requires the approval of the shareholders of
AJAX and Cazoo and is subject to other customary closing
conditions, including the receipt of certain regulatory approvals.
The transaction is expected to close in the third quarter of
calendar year 2021. Additional information about the proposed
transaction will be provided in a Current Report on Form 8-K to be
filed by AJAX with the Securities and Exchange Commission ('SEC')
and will be available on Cazoo's website at
www.cazoo.co.uk/investors and at www.sec.gov.
Paul Zwillenberg, CEO of DMGT, said: "This is another great
example of DMGT's ability to identify and support disruptive
early-stage businesses led by entrepreneurial management teams. Our
strategy gave us confidence in our portfolio and the financial
flexibility to invest in Cazoo, including leading a funding round
in March 2020 at a time of global uncertainty. We are delighted by
the rapid progress the business has made and the capital
appreciation on our GBP117m investment."
Notes
1 In a scenario where there are no redemptions by AJAX
shareholders, existing Cazoo shareholders will be expected to
receive, on average, approximately 9% of their consideration in
gross cash at transaction completion. The actual amount of net cash
received by each shareholder will mostly depend on: the level of
redemptions by AJAX holders; the election made by that Cazoo
shareholder as well as by other Cazoo shareholders; and the
shareholder's participation in the PIPE. For illustrative purposes,
if DMGT were to participate on a pro rata basis and there were no
redemptions, DMGT would receive approximately US$90m net cash on
closing and would hold a stake equivalent to approximately 16% of
the common stock of the listed Cazoo, on a fully diluted basis.
Enquiries
Investors:
Tim Collier, Group CFO +44 20 3615 2902
Adam Webster, Head of Investor Relations +44 20 3615 2903
Media:
Doug Campbell, Teneo +44 7753 136628
Paul Durman, Teneo +44 7793 522824
Market Abuse Regulation
The information communicated in this announcement includes
inside 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 GBP1.2
billion.
About Cazoo (www.cazoo.co.uk)
Cazoo's mission is to transform the car-buying experience for
consumers across Europe by providing better selection, quality,
transparency, convenience and peace of mind. Cazoo aims to make
buying a car no different to any other product online today, where
consumers can simply and seamlessly purchase, finance or subscribe
to a car entirely online for either delivery or collection in as
little as 72 hours. Cazoo was founded in 2018 by serial
entrepreneur Alex Chesterman OBE, has a highly experienced
management team and is backed by some of the leading global
technology investors.
Additional information and where to find it
This communication relates to a proposed business combination
among Cazoo Holdings Limited ('Cazoo'), AJAX and Capri Listco
('Newco'). In connection with the proposed business combination,
Newco intends to file a registration statement on Form F-4 that
will include a proxy statement of AJAX in connection with AJAX's
solicitation of proxies for the vote by AJAX's shareholders with
respect to the proposed business combination and a prospectus of
Newco. The proxy statement/prospectus will be sent to all AJAX
shareholders and Newco and AJAX will also file other documents
regarding the proposed business combination with the SEC. This
communication does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. Before making any
voting or investment decision, investors and security holders are
urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed business
combination as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC by AJAX and Newco through the website maintained by the SEC
at www.sec.gov. In addition, the documents filed by AJAX may be
obtained free of charge from AJAX's website at https://ajaxcap.com
or by written request to AJAX at 667 Madison Avenue, New York, NY
10065, USA and documents filed by DMGT may be obtained free of
charge by written request to DMGT at Northcliffe House, 2 Derry
Street, London W8 5TT, United Kingdom.
Person responsible for arranging the release of this
announcement:
Fran Sallas, Company Secretary +44 20 3615 2904
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCJLMFTMTBTMTB
(END) Dow Jones Newswires
March 29, 2021 02:16 ET (06:16 GMT)
Daily Mail & General (LSE:DMGT)
Historical Stock Chart
From Apr 2024 to May 2024
Daily Mail & General (LSE:DMGT)
Historical Stock Chart
From May 2023 to May 2024