* Daily Mail and General Trust plc Announces
Final Results in respect of its Tender Offer for its
£165,000,000 10 per cent. Bonds due 2021
* and £349,703,000 5.75 per cent. Bonds due 2018
* NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, 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 OR THE DISTRICT OF
COLUMBIA OR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT
* 30 September 2014. Further to its announcement earlier today, 30 September
2014, Daily Mail and General Trust plc (the Company) now announces the
final results for its separate invitations to holders of its outstanding £
165,000,000 10 per cent. Bonds due 2021 (ISIN: XS0064908592) (the 2021
Bonds) and its outstanding £349,703,000 5.75 per cent. Bonds due 2018
(ISIN: XS0170485204) (the 2018 Bonds and, together with the 2021 Bonds, the
Bonds) to tender their Bonds for purchase by the Company for cash (each
such invitation an Offer and together the Offers).
* The Offers were announced on 22 September 2014 and were made on the terms
and subject to the conditions contained in the tender offer memorandum
dated 22 September 2014 (the Tender Offer Memorandum) prepared by the
Company, and are subject to the offer restrictions set out below and as
more fully described in the Tender Offer Memorandum. Capitalised terms used
in this announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
* The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 29
September 2014.
* Final Results
* The Company has decided to accept valid tenders of 2021 Bonds and,
accordingly, the Company will accept all valid tenders of 2021 Bonds in
full, with no pro rata scaling, and the 2021 Bonds Acceptance Amount will
be £92,840,000.
* The Company has decided to set the 2018 Bonds Acceptance Amount at £
56,465,000 and, accordingly, the Company will accept for purchase all valid
tenders of 2018 Bonds with pro rata scaling at a Scaling Factor of 0.4x, as
further described in the Tender Offer Memorandum.
* Final pricing for the Offers took place at or around 10.00 a.m. (London
time) today, 30 September 2014. The cash purchase price the Company will
pay for 2021 Bonds validly tendered and accepted for purchase will be
139.467 per cent. of the nominal amount of the relevant 2021 Bonds. The
Company will also pay Accrued Interest in respect of the 2021 Bonds
accepted for purchase pursuant to the relevant Offer equal to 4.777777 per
cent. of the nominal amount of the relevant 2021 Bonds. The cash purchase
price the Company will pay for 2018 Bonds validly tendered and accepted for
purchase will be 112.639 per cent. of the nominal amount of the relevant
2018 Bonds. The Company will also pay Accrued Interest in respect of the
2018 Bonds accepted for purchase pursuant to the relevant Offer equal to
4.694520 per cent. of the nominal amount of the relevant 2018 Bonds.
Final Pricing for the Offers
* A summary of the final pricing of the Offers appears below.
*
Purchase Benchmark Purchase Purchase Accrued
Spread Security Yield Price Interest
Rate
2021 Bonds +110 bps 2.069 per 3.194 per 139.467 per 4.777777
cent. cent. cent. per cent.
2018 Bonds +110 bps 1.410 per 2.526 per 112.639 per 4.694520
cent. cent. cent. per cent.
* The Settlement Date in respect of any Bonds accepted for purchase is
expected to be 1 October 2014. All Bonds purchased pursuant to the Offers
will be cancelled and will not be re-sold or re-issued. Accordingly,
following settlement of the Offers, £7,160,000 in aggregate nominal amount
of the 2021 Bonds will remain outstanding and £218,536,000 in aggregate
nominal amount of the 2018 Bonds will remain outstanding (excluding the £
74,702,000 in aggregate nominal amount of the 2018 Bonds currently held by
the Company).
* Lloyds Bank plc and The Royal Bank of Scotland plc are acting as Dealer
Managers for the Offers, Banco Santander, S.A. and Barclays Bank PLC are
acting as Co-Dealer Managers for the Offers and Lucid Issuer Services
Limited is acting as Tender Agent.
* The Dealer Managers
Lloyds Bank plc The Royal Bank of Scotland plc
10 Gresham Street 135 Bishopsgate
London EC2V 7AE London EC2M 3UR
United Kingdom United Kingdom
Telephone: +44 20 7158 2720 Telephone: +44 20 7085 8056 / +44 20
7678 9896
Attention: Liability Management Group
Attention: Liability Management Group
Email:
liability.management@lloydsbanking.com Email: liabilitymanagement@rbs.com
* The Co-Dealer Managers
* Banco Santander, S.A. * Barclays Bank PLC
* Ciudad Grupo Santander * 5 The North Colonnade
* Av Cantabria s/n * Canary Wharf
* Edificio Encinar - Planta 0 * London E14 4BB
* 28660 - Boadilla * United Kingdom
* Madrid
* Spain
* The Tender Agent
Lucid Issuer Services Limited
* Leroy House
* 436 Essex Road
* London N1 3QP
* United Kingdom
* Telephone: +44 20 7704 0880
* Attention: David Shilson
* Email: dmgt@lucid-is.com
* DISCLAIMER This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire any Bonds is being made
pursuant to this announcement. 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 Dealer
Managers and the Tender Agent to inform themselves about, and to observe,
any such restrictions.