Rothermere Continuation Limited (RCL) announced, 22 September, that it had decided to make changes to the composition of the DMGT Board. One change he has instituted since becoming chairman is requiring directors to retire at age 75. The reporting person is the beneficial owner of 1,437,250 shares of the Issuers Ordinary Shares (as By living as a tax exile in Paris for most of his life, the 3rd Viscount had become non-domiciled for British tax purposes. The same St. Lucian company also owns land and one further, unidentified property in the Kensington area. This Schedule 13D is being filed by and on behalf of each of the following persons (each, a Reporting business of which is being the holding company of Daily Mail and General Trust plc (DMGT), a media and entertainment Rothermere is currently negotiating a new finance facility with one of Slaughter and May is advising Daily Mail and General Trust plc (DMGT) on the reorganisation of DMGT, which comprises a cash offer by Rothermere Continuation Limited (RCL) for all the non-voting shares in DMGT (DMGT A Shares) not already owned by RCL (the Offer), and a proposed special distribution to all shareholders of DMGT (the Special Dividend). The move would give Rothermere, who is also chairman of the group, full control of DMGT and take the company off the stock exchange. Business Phone: 44 (0) 1534 870670. It comes after DMGT and Rothermere Continuation Limited (RCL) reached agreement with trustees of the firm's pension funds, which will see Lord Rothermere inject 412 million into the schemes. However, the publisher of the Daily Mail said a potential offer was contingent on a number of factors, including a planned sale of DMGTs insurance risk business Risk Management Solutions, and the sale of its stake in the online car retailer Cazoo, which was valued at $7bn (5bn) after being snapped up by a special purpose acquisition company (Spac) in March. the Notes). DMGT has issued a bond that is owned by fixed income investors. Read more, The International Consortium of Investigative Journalists, Harmsworth Trust Company (PTC) Limited and Crestbrook Associates (PTC) Limited, each in their capacity as trustees of the Children's Fund, Harmsworth Trust Company (PTC) Limited as trustee of the Main Fund, Harmsworth Trust Company (PTC) Limited as Trustee of The Rothermere Continuation Trust, Canon's Court; 22 Victoria Street; Hamilton; HM 12; Bermuda. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions. Jonathan Harmsworth, better known as Lord Rothermere, is the chairman of Daily Mail and General Trust (DMGT), which owns newspapers including the Daily Mail, the Mail on Sunday and Metro. MailOnline, launched in 2003, has grown to be one of the worlds most popular English language news sites. Our appraised valuation estimate of only the largest businesses within DMGT materially exceeds double the current offer price of 255p. According to the takeover documentation, the reduced cash payable under the special dividend in the firm offer is due to shareholders being offered a greater number of Cazoo shares and the additional contributions that will be made to DMGT pension schemes. RCL said the decision comes after . On December 2, 2021, Rothermere formally made an increased offer for those same shares . The aggregate value holders of DMGT A Shares would receive under the terms of the Offer, the Special Dividend and the 2021 Proposed Final Dividend (if approved) would be 1263 pence per DMGT A Share. Boris Johnson weighs offers for his return to journalism, Daily Mail out to stop traitor Sunak as Tory rivals vie for press backing, bought the New Scientist magazine in a 70m deal in March. The. business. Many people and entities have the same or similar names. DMGT acquires New Scientist, one of the worlds leading science publishing titles. Since you are here, we wanted to ask for your help. 1934, Class A Ordinary Shares, par value $0.0001, (Name, Address and Telephone Number of Person Authorized Read about our approach to external linking. Kudrat Agrawal / Trainee, Edward Beighton / Trainee, Maddy Tomlin / Trainee, Sean Lee / Trainee, Xiwan Wei / Trainee, One Bunhill RowLondonEC1Y 8YYUnited Kingdom, 2906-2909 China World Office 2No.1 Jianguomenwai AvenueBeijing 100004China, 47th Floor, Jardine HouseOne Connaught Place, CentralHong KongChina, Slaughter and May is advising Daily Mail and General Trust plc on the 3.1bn reorganisation of DMGT, comprising a recommended cash offer by RCL and a proposed distribution to all shareholders, Sustainability and Climate Change Resources, Modern Slavery Slavery and Human Trafficking Statement, Go to Financial Regulation Weekly Bulletin, Go to Sustainability and Climate Change Resources. in the Issuer. With this in mind, the Mail shared their outrage at the apparent lack of tax fairness. Since 1995, three years before the Hon Jonathan Harmsworth (as he then was) inherited the Daily Mail & General Trust plc empire from his father, the 3rd Viscount, the group has been controlled through a company, Rothermere Continuation Ltd, registered in Bermuda but run from Jersey. All rights reserved. See Rule 13d-7 for other parties to whom copies are Harmsworth, 53, Harolds great-grandson, has led the business through huge technological change as print newspapers have had to refocus their business models in the digital age. They outlined ten key questions the chancellor should answer regarding the tax scandal. All rights reserved. 2: Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o. Rothermere said it now owns or has agreed to buy 56.7% of all DMGT shares. Always cite the International Consortium of Investigative Journalists when using this data. Item 3. What has happened to the once-great British Airways? VideoRussian minister laughed at for Ukraine war claims, The children left behind in Cuba's mass exodus, Xi Jinping's power grab - and why it matters, Snow, Fire and Lights: Photos of the Week. Trust 1 is a Jersey law trust and is a resident DMGT acquires Hobsons, a UK-based B2B publishing business. It was, however, small when compared to the Viscount Rothermeres net worth. As the latest generation of the Rothermore dynasty expanded to four children by 2004, the Harmsworths had outgrown Terrys first effort and in August 2006, local council records show, obtained planning permission for new east and west wings. information concerning each executive officer, director or trustee (as applicable) of the Reporting Persons and of the Control Persons His great-grandfather, Harold Sidney Harmsworth, set up the Daily Mail along with his brother in the late 19th Century and was made the first Viscount Rothermere in 1919. The government is becoming increasingly authoritarian and our media is run by a handful of billionaires, most of whom reside overseas and all of them have strong political allegiances and financial motivations. On 2 December 2021, Rothermere Continuation Limited ("RCL") and the Non-conflicted DMGT Directors announced the terms of a recommended increased and final cash offer for all of the issued and to be issued DMGT A Shares not already owned by RCL (the "Final . The share element of the On the subject, Hislop said: This is the man that hated Britain on the evidence of one entry in a diary when he was sixteen when hed just arrived as a refugee in this country. Lord Rothermere, executive chairman of RCL said of the deal: We believe the terms of our Offer to be fair, particularly bearing in mind not only the existing level of debt within DMGT at a time of increasingly difficult market conditions, but also the restrictions imposed on the operation of the business as part of the settlement with the pension trustees.. Consequently, DMGT shareholders will also receive a special dividend of 991p per share and a final dividend worth 17.3p a share, bringing the total value of the offer and investor payouts to 12.63 a share, just over 3bn including debts. Daily Mail & General Trust PLC - London-based newspaper publisher, including Daily Mail, Metro and i - Rothermere Continuation Ltd says Friday it owns or has acceptances for its takeover offer for . It would include an injection of about . Daily Mail owner Daily Mail and General Trust (DMGT) exited the London market in January this year, following a successful privatisation push by the Rothermere family. On 3 November 2021, Daily Mail and General Trust plc (DMGT), which owns Daily Mail, Mail on Sunday, the Metro and inews, announced that it had agreed to the terms of a 2.7bn recommended offer from Rothermere Continuation Limited (RCL), a Bermuda registered company owned by a trust held for the benefit of Lord Rothermere and his immediate family General Register Office of England and Wales, Births, Register number A65C, Entry number 255, Westminster. As well as the Daily Mail and Mail on Sunday, the group also owns Metro newspapers and recently acquired The i newspaper and New Scientist. The Daily Mail is owned by billionaire, Jonathan Harmsworth (DMGT Media), 4th Viscount Rothermere, great-grandson of it's founder, Harold Sidney Harmsworth who was close friends with Benito Mussolini and Adolf Hitler. Who owns Rothermere Continuation? The issuer is solely responsible for the content of this announcement. It emerged that in December 2006 he had pledged 8m DMGT shares he owned through a trust and DMGTs Bermudan parent company Rothermere Continuation Ltd. At the time these were worth more than 50m, though DMGTs announcement of the arrangement stated that this greatly exceeded the value of the loans. The Reporting Persons acquired What did your Dad do? share (the Ordinary Shares), of Cazoo Group Ltd, a Cayman Islands exempted company (the Issuer), with principal Oddly enough it's feminists, One of the UK's smallest towns has an award-winning pub and England's oldest fishing society, The golden health rules GPs live by, including why you should ditch your weekend lie-ins, Where to get Greatest Hits Radio on FM and DAB and when Ken Bruce starts, The Government delay of the Pensions Dashboard may well cost you tens of thousands of pounds, Government WhatsApp decision-making threatens 'accountability', warns Information Commissioner, Prince Harry says smoking marijuana 'helped him mentally' in live TV interview, Government set to introduce new powers to crack down on small boat crossings next week, Hopes to discover 'thousands' of planets with signs of alien life in next 20 years, Do not sell or share my personal information. amendment containing information which would alter disclosures provided in a prior cover page. Harmsworth won his five-month battle to take the publisher private last week after the owners of 57% of the shares opted for their recommended offer. A Point of View: Power, politicians and the press, Street fighting in Bakhmut but Russia not in control, Russian minister laughed at for Ukraine war claims. Rothermere Continuation Limited (RCL) offers to acquire all of the DMGT shares that it does not already own. Harold Harmsworth made the Mail a very popular newspaper, but has been criticised for supporting Adolf Hitler as the Nazi party rose to power in Germany. During the last five years, none of the Reporting Persons or the Scheduled Persons has been a party to herewith). DMGT owns a 17% stake in Cazoo, worth about 1bn (745m). Daily Mail owner, DMGT, is close to agreeing a deal with Rothermere Continuation Limited that would see approximately 400m injected into the firm's pension schemes. Updated 9th Feb 2020 with more on Richard Drax and Viscount Rothermere.. Dorset is, I think, the loveliest and most intriguing of English counties: a place of ancient chalk downland that sprouts orchids and chalk figures . 1998 See Items 7-11 of the cover pages and Item 2 above. The Right Honourable Jonathan Harold Esmond Vere Viscount shareholders of DMGT for which a date of distribution of the share element of the dividend was determined and communicated on June taking the firm private after 89 years on the London Stock Exchange, 'How bad are the pics? Lord Rothermere is considering taking the Daily Mail private in a deal that could value the newspaper group at 810m, a move that would end a 90-year run as a publicly listed company on the London Stock Exchange. made an offer to the other shareholders of DMGT to acquire from them those shares in DMGT not already beneficially owned by Rothermere. DMGT, being a subsidiary of Rothermere, has the right to appoint a director to the Issuers board Pursuant to and in accordance with The Rothermere family is the largest shareholder with a 36 per cent stake in DMGT, which has been listed on the stock market since 1932. And just like his hereditary title, this status passed as a domicile of origin Jonathan when he was born in 1967. agree. The data comes directly from the leaked files ICIJ has received in connection with various investigations and each dataset encompasses a defined time period specified in the database. to which this statement on Schedule 13D (this Schedule 13D) relates is the Class A ordinary shares, par value $0.0001 per Boris Johnson weighs offers for his return to journalism, Daily Mail out to stop traitor Sunak as Tory rivals vie for press backing, Nils Pratley on the plans to take Daily Mail news group private, bought the New Scientist magazine in a 70m deal in March. ': Messages reveal frantic hours after Hancock affair story breaks, 'The man is a narcissist': Tories despair as 'bully' Boris Johnson threatens Sunak's new start, Instagram midwife faces misconduct hearing over racially offensive posts, Maternity expert pulls out of conference accused of promoting 'normal birth' ideology, One of history's most famous psychological experiments was probably fake, Poverty complaints are 'bollocks' says Tory deputy chair: 'They dont know what poverty is', Ken Bruce's final show reminded us he doesn't just talk to everyone, he listens to them, too, Who hates my naked protests most? Northcliffe Newspapers is sold to regional newspaper publisher Local World. beneficially owned by it, Rothermere beneficially owned (and continues to own) all of the DMGT ordinary shares. You can also SUBSCRIBE TO OUR NEWSLETTER . L Catterton is 60% owned by the partners of L Catterton . The potential agreement with the pension trustees of DMGT's three schemes could pave the way for a buyout of the company by Rothermere, which would see it move to . [13] They have five children:[citation needed], In 2002, The Guardian reported that Rothermere had fathered at least one more child prior to his marriage. The third precondition was reaching agreement with DMGTs pension trustees which has resulted in a 412m payment into its three main schemes. currently 760,872,476 outstanding shares of Ordinary Shares of the Issuer, based on information received from the Issuer prior to filing. Mr. Rothermere is Chairman & Chief Executive Officer at Daily Mail & General Trust Plc, Chairman of dmg media Ltd. (a subsidiary of Daily Mail & General Trust Plc) and Executive Chairman for General Trust Plc. The offer represents a 21.5% premium to the closing price of DMGT shares on 9 July 2021 (the last business day prior to announcement of the possible offer). In August, DMGT completed the first of the preconditions, selling the insurance risk business RMS to the credit rating agency Moodys for 1.4bn. The TLE shop is also now open, with all profits going to supporting our work. HSR Annual Reports. An earlier version incorrectly said RCL was registered in Bermuda; the company is in fact administered in Jersey. During the last five years, none of the Reporting Persons or the Scheduled Persons has been convicted Majedie Asset Management, an investor in DMGT with a 4.5% stake, said that Rothermere's revised offer was still not generous enough and has urged shareholders not to accept it. Well, Daily Mailproprietor Lord Rothermere is also a famous exponent of non-dom tax rules. Exhibit 1 Joint Executed and delivered as of the date first above Shadow justice secretary Steve Reed told the Today programme he absolutely believed Sunak had broken the ministerial code as theres a whole list of areas where the Chancellor appears to have failed to declare things he should have declared. | March 3, 2023 Combined with the 255p a share offer, the overall deal to take DMGT private is 3.1bn. The takeover will require shareholder acceptances in respect of 90% of DMGTs A shares in issue and should the deal proceed, will consolidate Lord Rothermeres control over the publisher. According to the International Business Times: "The Daily Mail owner did not deny claiming tax concessions as "non-dom", though he insisted this was because his father had lived in France. On 2 December 2021, Rothermere Continuation Limited ("RCL") and the Non-conflicted DMGT Directors announced the terms of a recommended increased and final cash offer for all of the issued and to be issued DMGT A Shares not already owned by RCL (the "Final Offer"). Some information may have changed over time. The Rothermere family will offer shareholders 255p a share for DMGT plus debts, a higher price than the 251p a share they initially proposed in July. A multinational group, DMGT's operations extend far beyond journalism and include risk management, events and ownership of brands such as Wowcher and property website Zoopla. The Daily Mail was first. This morning, "DMGT announced that its controlling shareholder, Rothermere Continuation Limited (RCL), had notified it of a possible offer for the entire share capital of DMGT not already owned by RCL. Read about our approach to external linking. The class of equity security Daily Mail and General Trust PLC ( LON:DMGT ) is set to be taken private again by its owner Rothermere Continuation if two other bits of corporate reshuffling go ahead. See 2(a) and 3 below (c) Name of offeror/offeree in relation to whose relevant securities this form relates: . Item 6. C to Schedule 13D, each person controlling such Reporting Persons, as described herein (each, a Control Person and, collectively, DMGT is established to manage the family's newspaper interests. He said he would usually "refer them back to Paul Dacre" but would sometimes raise an issue with the editor if a complaint appeared to have "merit". Rothermere. But what of the Mail newspaper group itself? Jonathan Harold Esmond Vere Harmsworth, 4th Viscount Rothermere (born 3 December 1967), is a British peer and inheritor of a newspaper and media empire founded by his great-grandfather Harold Sidney Harmsworth, 1st Viscount Rothermere. The percentage calculation assumes that there are General Register Office of England and Wales, Marriages, September quarter 1993, Westminster, Vol 15, page 1798. Following its transformation into a US-based EdTech business, Hobsons is sold for c.US$410m cash. or utilizing specific pricing or other instructions (including by means of Rule10b5-1programs), and review or reconsider their Metro is launched as a free newspaper serving urban markets across the UK. It would give RCL at least 500m, and would probably help fund any takeover offer for the what remains of the newspaper group. This website is for Private Investors* only. Euromoney acquires Metal Bulletin, the industry-leading intelligence service for metals and steel professionals. DMGT was founded by Harold Sidney Harmsworth, the first Viscount Rothermere, in 1922. DMGT participates in a funding round in October 2020, valuing its c. 20% fully-diluted stake in Cazoo at 0.4 billion. acquire from them those shares in DMGT not already beneficially owned by Rothermere. RCL is owned by a trust for the benefit of theViscount Rothermere and his immediate family.In return, the Trust will receive non-voting "A" ordinary shares,at a ratio of 112.5 non-voting "A" ordinary shares for every 100ordinary voting shares held. under the laws of the British Virgin Islands. Please contact us if you find an error in the database. The Trust Company is a special purpose entity, the principal business of which is the management of KEY INFORMATION (a) Full name of discloser: Rothermere . The current Lord Rothermeres father loved Great Britain so much he went to live in France as a tax exile. We strongly urge shareholders not to accept the offer.. If DMGT is taken private it will leave Reach the parent company of the Mirror, Express and Star national titles and regional publications such as the Manchester Evening News as the only major UK newspaper group remaining as a publicly listed company on the London Stock Exchange. matters. Lord Rothermere appeared third on the Sunday Times Rich List "media top 20" in 2012, with an estimated wealth of 760m. The Third Viscount Rothermere, Vere Harmsworth, appointed DMGT Chairman. Lord Rothermere, the biggest shareholder in the owner of the Daily Mail, has agreed an 850m buyout that will see the group taken private after 89 years on the stock market. [10] A representative of Lord Rothermere refused to confirm or deny the story, although a spokesman for Cameron confirmed that he had tried to persuade both Dacre and Rothermere over the vote. The Mail on Sunday is launched as a sister title to the Daily Mail. [9], The BBC's Newsnight programme at the end of January 2017 reported that former prime minister David Cameron had approached Lord Rothermere to sack Eurosceptic Paul Dacre, the editor of the Daily Mail in the run up to the 2016 EU membership referendum. He set up the Daily Mail with his brother Alfred in 1896, and subsequently launched the Daily Mirror. position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing. The Reporting Persons intend to review on a continuing basis their investments The information required on the remainder of this Premerger Notification Office Blog Posts. DMGT officially delisted. What's the least amount of exercise we can get away with? He then passed on the nom-dom status to his son who doesnt actually pay the normal amount of tax despite owning a newspaper thats owned through various tax companies in Bermuda. HSR Resources. . All Rights Reserved. Market Tracker will continue to monitor this transaction as it develops. Consideration: Beneficial ownership Geordie Greig's appointment as editor of the Mail on Sunday in 2012 sparked rumours he was being groomed as Mr Dacre's successor, but quotes from Lord Rothermere in Tatler magazine's October 2013 edition said Mr Dacre had signed a new contract. DMGT reduces its stake in Euromoney Institutional Investor PLC from 67% to c.49%. Each of the Filers may be required I am a private investor* I am not a private investor I am not a private investor 1 Level of acceptances and interests in relevant securities. The. dmg ventures established to manage DMGTs minority and early-stage investments. Notices and Communications), (Date of Event Which Requires Filing of this Statement), If the filing person has previously filed a statement Calculated on the basis that shareholders receive 2.55 per share, a special dividend consisting of 5.68 and 0.5749 shares in Cazoo for each DMGT share and subject to approval, a final dividend of 17.3 pence per share, the deal values the company at 2.7bn at 12.63 per share. Contracts, Arrangements, Understandings 2023 BBC. RCL said the decision comes after "the . In an article on Lord Rothermere, the Guardian's Roy Greenslade wrote that he "has laboured for years under the impression that Daily Mail editor Paul Dacre is some kind of irreplaceable journalistic genius".