Declaration of Special Dividend

Daily Mail and General Trust plc (DMGT) Declaration of Special Dividend 14-Dec-2021 / 17:28 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

14 December 2021

RECOMMENDED FINAL CASH OFFER

for

DAILY MAIL AND GENERAL TRUST PLC ("DMGT")

ROTHERMERE CONTINUATION LIMITED ("RCL")

Daily Mail and General Trust plc

Declaration of the Special Dividend

Shareholders are referred to the offer document in relation to the recommended cash offer for all of the issued and to be issued DMGT A Shares not already owned by RCL, published on 6 November 2021 (the "Original Offer Document") and to the final offer document in relation to the recommended increased and final offer (the "Final Offer") published on 2 December 2021 (the "Final Offer Document"). Unless otherwise defined, capitalised terms and expressions used in this announcement shall have the same meaning given to them in the Final Offer Document.

DMGT today announces that the Non-conflicted DMGT Directors have declared the Special Dividend, settlement of which is conditional upon the Final Offer becoming or being declared unconditional in all respects. The other conditions to the Final Offer are set out in the Final Offer Document.

DMGT Shareholders who are on the register of members of DMGT at 6.00 p.m. on 16 December 2021 (the "Record Date") will be entitled to the Special Dividend. The ex-dividend date for the Special Dividend will be 17 December 2021 (i.e. the day after the Record Date). As noted in the Original Offer Document, unless the counterparties specifically agree otherwise, a buyer of DMGT A Shares ahead of the ex-dividend date for the Special Dividend will assume the benefit of the Special Dividend and the seller would need to pass this benefit to any purchaser of DMGT A Shares, even if the seller is the recorded owner at the Record Date.

Settlement of the Cash Element of the Special Dividend will take place on 30 December 2021 and it is expected that settlement of the Share Element of the Special Dividend will take place in the first half of 2022. DMGT will make a further announcement on the expected timing for settlement of the Share Element of the Special Dividend when there is greater certainty.

In the event that the Final Offer does not become or is not declared unconditional, there will be no Special Dividend.

Further details on the Special Dividend are set out in the Original Offer Document and the Final Offer Document.

If you have any questions relating to the Special Dividend please contact DMGT's registrar, Equiniti, on 0371-384-2911 (from within the UK) or on +44 371-384-2911 (from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and that calls may be recorded and monitored for security and training purposes.

Enquiries:

DMGT 
Tim Collier, DMGT Group CFO                                                                  +44 (0) 20 3615 2902 
Adam Webster, Head of Investor Relations                                                     +44 (0) 20 3615 2903 
 
J.P. Morgan Cazenove                                                                         +44 (0) 20 7742 4000 
(Lead Financial Adviser to DMGT in connection with the Final Offer; Joint Corporate Broker) 
Bill Hutchings 
Jonty Edwards, James Summer 
 
Credit Suisse                                                                                +44 (0) 20 7888 1000 
(Joint Financial Adviser to DMGT in connection with the Final Offer; Joint Corporate Broker) 
Antonia Rowan, James Green 
Gillian Sheldon 
 
Teneo 
(PR/Media Adviser to DMGT) 
Doug Campbell                                                                                +44 (0) 775 313 6628 
Tim Burt                                                                                     +44 (0) 758 341 3254 
 
Lazard & Co., Limited                                                                        +44 (0) 20 7187 2000 
(Lead Financial Adviser to RCL in connection with the Final Offer) 
Nicholas Shott 
William Lawes, Caitlin Martin, Fariza Steel 
 
Goldman Sachs International                                                                  +44 (0) 20 7774 1000 
(Joint Financial Adviser and Corporate Broker to RCL in connection with the Final Offer) 
Charlie Lytle, Alex Garner, Owain Evans 
 
Sanctuary Counsel 
(PR/Media Adviser to RCL) 
Robert Morgan                                                                                +44 (0) 755 741 3275 
Ben Ullmann                                                                                  +44 (0) 794 486 8288

The person responsible for arranging the release of this announcement for and on behalf of DMGT is Fran Sallas, DMGT Company Secretary (+44 (0) 20 3615 2904).

Disclaimers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). J.P. Morgan Cazenove is acting as lead financial adviser for DMGT and no one else in connection with the Final Offer only and will not regard any other person as its client in relation to the Final Offer or any other matter referred to in this announcement and will not be responsible to anyone other than DMGT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Final Offer or any matter or arrangement referred to herein.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as joint financial adviser for DMGT and no one else in connection with the Final Offer only and will not regard any other person as its client in relation to the Final Offer or any other matter referred to in this announcement and will not be responsible to anyone other than DMGT for providing the protections afforded to clients of Credit Suisse, nor for providing advice to any other person in relation to the content of this announcement or any other matter referenced herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting as lead financial adviser to RCL, and no one else, in connection with the Final Offer, and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Final Offer, or any other matter or arrangement referred to herein. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any matter, arrangement or statement contained or referred to herein or otherwise.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as joint financial adviser to RCL, and no one else, in connection with the Final Offer, and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to the Final Offer or any other matter or arrangement referred to herein. Neither Goldman Sachs nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with the Final Offer, this announcement, any matter, arrangement or statement contained or referred to herein or otherwise.

Important information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities, or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Final Offer or otherwise nor shall there be any sale, issuance or transfer of securities of DMGT in any jurisdiction in contravention of applicable law. The Final Offer will be effected solely through the Final Offer Document which contains the full terms and conditions of the Final Offer. Any decision in respect of, or other response to, the Final Offer should be made only on the basis of the information contained in the Final Offer Document. Each DMGT A Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Final Offer applicable to them.

Overseas Shareholders

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December 14, 2021 12:28 ET (17:28 GMT)

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