Why is Lord Rothermere taking Daily Mail and General Trust private? Image: The Cerne Abbas Giant, owned by the National Trust. until the third annual meeting of shareholders following the closing of a corporate transaction One change he has instituted since becoming chairman is requiring directors to retire at age 75. Filing Agreement as an exhibit to such statement, as required by such rule. See Rule 13d-7 for other parties to whom copies are MailOnline overtakes New York Times as the most visited English language newspaper website in the world. Persons is 35-37 New Street, St Helier, Jersey JE2 3RA. DMGTs pension scheme trustees may be the first to input in a takeover in Q4 2021, but they are certainly not the first this year, with Q3 2021 seeing pension scheme trustees involved in the bids for Morrisons and Ultra Electronics (see: Market Tracker Trend Report: Trends in Public M&A in Q3 2021 and Practice Note: Pension issues on a takeoverTakeover Code requirements (a subscription to LexisPSL Corporate is required)). 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. Consideration: Beneficial ownership Exhibit 1 Joint required by Item 2 of Schedule 13D is provided on Schedule I-IV and is incorporated by reference herein (the Scheduled Persons). The Rothermere family has put forward a potential offer that would involve buying about 70% of the Daily Mail & General Trust (DMGT) group that it does not already own. Euromoney acquires Metal Bulletin, the industry-leading intelligence service for metals and steel professionals. The move would give Rothermere, who is also chairman of the group, full control of DMGT and take the company off the stock exchange. 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. Isabel Oakeshott HANGS UP on interviewer, Ambulance strikes suspended by GMB and Unison, Revealed: The Extent of the Daily Mails Support for the British Union of Fascists, Elevenses: Fear and Loathing in the New Conservatives. 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. under the laws of the British Virgin Islands. [8] In April 2015, The Sunday Times estimated his net worth at 1 billion. the Notes). DMGT acquires New Scientist, one of the worlds leading science publishing titles. 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. share (the Ordinary Shares), of Cazoo Group Ltd, a Cayman Islands exempted company (the Issuer), with principal It is vital that free media is allowed to exist to expose hypocrisy, corruption, wrongdoing and abuse of power. Except as set forth in Item 3 above, none of the Reporting Persons or, to the best knowledge of the Reporting 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 Daily Mail was first. Esmond Harmsworth, son of Harold Harmsworth and the second Viscount Rothermere appointed DMGT Chairman. Asked why politicians wanted to meet him, he said they "sometimes feel the paper's been hard on them" and asked him to "have some sort of influence". of the DMGT ordinary shares and the remaining DMGT ordinary shares are legally held by the Trust Company as nominee for Rothermere. to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to the Class A Ordinary HSR Early Termination Notices API Endpoint. The Reporting Persons acquired Rothermere. Our mission is to hold the powerful to account. Use our commercial database of more than 120 million business records & industry directory for company research & industry analysis. Rothermere is currently negotiating a new finance facility with one of any time and from time to time, to acquire additional Ordinary Shares or other securities of the Issuer, dispose of some or all of the Entity: ROTHERMERE CONTINUATION LIMITED Registered in: Bermuda Linked countries: Bermuda Agent: Appleby Search in: Appleby data is current through 2014 read more Incorporated: 01-APR-2013 Connections: Linkurious and Neo4j Officer (14) Intermediary (1) Address (2) Explore more from Paradise Papers Appleby The power players This Joint Filing Agreement may The move sparked speculation that Rothermere might seek to approach the remaining shareholders to take full control of DMGT, which has been listed on the stock market since 1932. DMGT was founded by Harold Sidney Harmsworth, the first Viscount Rothermere, in 1922. 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 Rothermere family has made an offer to take the publisher of the Daily Mail, i and Metro private in a 3.1bn deal, in a move that will end a 90-year run as a publicly listed company on the London Stock Exchange. DMGT participates in a funding round in October 2020, valuing its c. 20% fully-diluted stake in Cazoo at 0.4 billion. 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. The third precondition was reaching agreement with DMGTs pension trustees which has resulted in a 412m payment into its three main schemes. Including the Special Dividend and the 2021 Proposed Final Dividend, the Offer values DMGT at about 3.1 billion. The stock exchange announcement offered no reasons why Rothermere Continuation Limited (RCL), the Jersey-registered holding company, has chosen this moment to say it may try to go fully. The offer follows from Rothermeres approach in July 2021 (see: Daily Mails controlling shareholder indicates possible bid) which offered shareholders 2.51 per share and a special dividend of 6.10 and Cazoo shares. FORM 8 (OPD) PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code") 1. [17] Rothermere confirmed this in his testimony to the Leveson Inquiry. The Trust Company was incorporated in the British Item 7. All rights reserved. a Group (See Instructions) (a) o(b) o, Check if disclosure of legal proceedings 14, 2022, the date when the Issuers resale registration statement was declared effective by the SEC. Contact Info. ST. HELIER Y9 JE2 3RA. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. beneficially owned by it, Rothermere beneficially owned (and continues to own) all of the DMGT ordinary shares. ", "Private Eye Street of Shame: Rothermere's patriot games", "The end of the affair: Dacre moves towards Cameron", "Barclay brothers named richest media figures in UK with 2.3bn fortune", "BBC: David Cameron tried to get Paul Dacre sacked as Daily Mail editor because of his Eurosceptic stance", "David Cameron 'asked Daily Mail owner to sack Paul Dacre over Brexit', contributions in Parliament by the Viscount Harmsworth, https://en.wikipedia.org/w/index.php?title=Jonathan_Harmsworth,_4th_Viscount_Rothermere&oldid=1138827522, Vere Richard Jonathan Harold (b. November 1994), Eleanor Patricia Margaret (b. November 1996), This page was last edited on 11 February 2023, at 21:23. The Control Persons are special purpose entities, the principal business of each being the management of certain The. Like Mr Dacre, he told the inquiry there had been no phone hacking by journalists at the company's papers, and argued that self-regulation "protects the press from political interference". 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Rothermere Continuation Limited's Acquisition Of The A Ordinary Shares In Daily Mail and General Trust plc November 6, 2021 Giulia Di Palma Tagged: Aimee Carroll-Hewitt Ashurst Karen Davies Lazard Theo Palmer Tim Rennie The offer for the residual businesses is substantially below what we believe is a fair and reasonable valuation, said Chris Field, fund manager at MAM. Rothermere Continuation Limited (RCL) announced, 22 September, that it had decided to make changes to the composition of the DMGT Board. 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. View our Privacy PolicyandTerms & Conditions, TheLondonEconomic.com Open, accessible and accountable news, sport, culture and lifestyle. Check the Appropriate Box if a Member of 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"). 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. Row (11) Excludes Certain Shares (See Instructions) o. We do not charge or put articles behind a paywall. (as defined below) which constitute approximately 5.9% of the class outstanding. 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, said Rothermere. . The move means that Paul Zwillenberg, DMGT's CEO, who has run the group since 2016, will be stepping down from both the Board and his role as Group CEO on 30 September. [7], He ranked fourth in the Publishing, Advertising, and PR section of The Sunday Times Rich List of 2013 with an estimated wealth of 720 million. Rothermere Continuation Limited ("Rothermere"), a private limited company organized under the laws of Jersey; and (ii) Harmsworth Trust Company (PTC) Limited ("Trust Company"), a private trust company organized under the laws of the British Virgin Islands. 1998 Metro Metro is launched as a free newspaper serving urban markets across the UK. I am a private investor* I am not a private investor I am not a private investor 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. The Offer has been recommended by the non-conflicted directors of DMGT. HSR Resources. But we can't do it without you. DMGT was founded by Harold Sidney Harmsworth, the first Viscount Rothermere, in 1922. This Schedule 13D is being filed by and on behalf of each of the following persons (each, a Reporting on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint On 3 November 2021, Daily Mail and General Trust plc (DMGT), which owns Daily Mail, Mail on Sunday, the Metro and inews,announcedthat 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 (DMGTs controlling shareholder). DMGT acquires Genscape, an energy information business. A DMGT spokesman would only say the 4th Viscounts domicile status was a private matter. It was the most pathetic piece. 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 . Just as Harold Harmsworth aka 1st Viscount Rothermere, used the Daily Mail to condition its readers with fascist and antisemitic articles throughout the 1930s, Jonathon Harmsworth u Early Termination Updates on Twitter. What I think will be embarrassing for the Mails Editor is the Mail is owned by the Rothermere family. Issuer owned by DMGT) being declared by DMGT (the Special Dividend), the settlement of which Daily Mail seeks to delay court allegations of high-profile breaches of privacy, Ex-Lib Dem MP Simon Hughes makes phone-hacking claim against Daily Mail owner, Labour MP calls for Paul Dacre peerage to be delayed, Legal action by Doreen Lawrence and Prince Harry could mire Daily Mail for years, Doreen Lawrence, Prince Harry and others launch legal action against Daily Mail publisher, Lord Rothermere takes over as chief executive of Daily Mail owner, Daily Mail Australia to appeal Erin Molans win in defamation case over racism accusations, Erin Molan awarded $150,000 damages after winning defamation case against Daily Mail Australia, Daily Mail calling? 2019 thelondoneconomic.com - TLE, International House, 24 Holborn Viaduct, London EC1A 2BN. executive offices at 41 Chalton Street, London, NW1 1JD, United Kingdom. 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. Rothermere's representative told the media: "Over the years, Lord Rothermere has been leant on by more than one prime minister to remove Associated Newspapers' editors but, as he told Lord Justice Leveson on oath, he does not interfere with the editorial policies of his papers". If you can afford to contribute a small donation to the site it will help us to continue our work in the best interests of the public. the increased offer were satisfied in due course, including the declaration of the Special Dividend, In evidence to the Leveson Inquiry into press culture, practice and ethics, he stated his role was not to "operationally manage" the company. certain assets on behalf of Viscount Rothermere and his immediate family. DMGT delists from the London Stock Exchange following a successful offer by RCL for all of DMGTs shares. Rothermere may communicate with the board of directors of the Issuer (the Board), members of management 2023 BBC. are collectively referred to herein as the Filers). Rothermere Continuation Trust (Trust 2), a discretionary trust organized under the laws of The Rothermere's Jersey-registered holding company Rothermere Continuation Ltd (RCL) initially proposed a 251p offer in July for the 64% of DMGT it did not already control, provided a. DMGT, being a subsidiary of Rothermere, has the right to appoint a director to the Issuers board to Receive In a stock market announcement on Monday, the group said Rothermere's Jersey-registered holding company Rothermere Continuation Ltd (RCL) was considering a bid of 251p a share, valuing the. Lord Rothermeres RCL holds all of the vote-bearing shares in DMGTs two-tier stock structure, which means that the deal is not at risk of being blocked when the deal is put to a shareholder vote. [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. Brothers Alfred and Harold Harmsworth edit, produce and oversee the launch of the Daily Mail. The company was incorporated in 1995 and is based in Hamilton, Bermuda. In accordance with the provisions of General Instruction C to Schedule 13D, Since you are here, we wanted to ask for your help. made an offer to the other shareholders of DMGT to acquire from them those shares in DMGT not already beneficially owned by Rothermere. The assets on behalf of Viscount Rothermere and his immediate family. 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. We depend on the generous support of readers like you to help us expose corruption and hold the powerful to account. December 2, 2021, Rothermere formally made an increased offer for those same shares. DMGT is listed on the London Stock Exchange. For a trust, the trustee(s), settlor and beneficiaries must be named. who owns rothermere continuation limited. 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. The BBC is not responsible for the content of external sites. In accordance with the provisions of General Instruction Start sales research here. Note: Schedules filed in paper format shall The reporting person is the beneficial owner of 44,898,183 shares of the Issuers Ordinary Shares Daily Mail and General Trust plcTel: +44 (0) 20 7938 6000, Northcliffe House2 Derry StreetLondonUnited KingdomW8 5TT, Copyright 2022 Daily Mail and General Trust plc | Registered in England & Wales | Company number: 184594, Modern Slavery Act Transparency Statement. DMGT is 100% owned by Rothermere Continuation Limited (RCL) RCL has always owned the majority of DMGT's voting shares and, following a successful offer by RCL for all of the shares it did not already own, DMGT delisted from the London Stock Exchange in January 2022. In 2013, Rothermere, who has until 9 August to make a firm offer for the business or walk away, first signalled that he might seek to take the business private by increasing his control of the family-held voting shares to almost 90%. DMGT officially delisted and cancelled trading from the London Stock Exchange, ending its 90 year history.Perhaps this tweet sums it up? Special Dividend was comprised of DMGTs holding of shares in the Issuer. Metro is launched as a free newspaper serving urban markets across the UK. 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. The information required on the remainder of this Virgin Islands and is a resident in Jersey. We strongly urge shareholders not to accept the offer.. Following its transformation into a US-based EdTech business, Hobsons is sold for c.US$410m cash. The recommended offer comes after the completion of a number of pre-conditions that were specified in RCLs July approach; the 1.4bn sale of DMGTs insurance risk division, the float of online car retailer Cazoo via a merger with SPAC Ajax I on the New York Stock Exchange and the reaching of a settlement with DMGTs pension scheme trustees. Each of the Filers may be required The current Lord Rothermeres father loved Great Britain so much he went to live in France as a tax exile. is required pursuant to Items 2(d) or 2(e): o, Aggregate Amount Beneficially Owned 760,872,476 outstanding shares of Ordinary Shares of the Issuer, based on information received from the Issuer prior to filing. While discussions are ongoing and there can be no certainty that a transaction will result . KEY INFORMATION (a) Full name of discloser: Rothermere . Can Nigeria's election result be overturned? But what of the Mail newspaper group itself? 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. Yet another Rothermere company, Harmsworth Trust Co (PTC) Ltd, registered in the British Virgin Islands, owns 10 English properties, most of them near the Rothermeres' neo-Palladian pile in 200-acre Ferne Park in Wiltshire. You can download a raw copy of the database here. the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. The Fourth Viscount Rothermere, Jonathan Harmsworth appointed DMGT Chairman. 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".