Trust 1 is a Jersey law trust and is a resident 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. shareholders and, amongst other things, a special dividend (comprising cash and the shares in the in Row (11), Type of Reporting Person (See Instructions). Read about our approach to external linking. Harmsworth ran the businesses with sufficient skill that they remain firmly under family control today, majority ownership being voted by his grandson, Jonathan Harmsworth, 4th Viscount Rothermere (and a significant minority by Vyvyan Harmsworth, the 2nd Viscount's son by his third marriage). Read more, Editorial enquiries, please contact: [emailprotected], Commercial enquiries, please contact: [emailprotected]. 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Following the RCL offer becoming unconditional, DMGT distributes 1.3 billion cash to all shareholders and declares the distribution of its holding in Cazoo (completed in June 2022). the Issuers board, and was appointed pursuant to this right. acquire from them those shares in DMGT not already beneficially owned by Rothermere. defined below) which constitute approximately .2% of the class outstanding. DMGT sells its remaining stake in the company. 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 . "[5], In 2013, Private Eye reported that the non-dom status could be in doubt because of his stately home, Ferne House in Wiltshire, and status as a Freeman of the City of London. who owns rothermere continuation limited. The Right Honourable Jonathan Harold Esmond Vere Viscount 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 current Lord Rothermere, whose father and grandfather were both chairmen of DMGT, has a history degree from Duke University in the US and was managing director of the Evening Standard before taking his current role. The. Harmsworth held various positions in Associated Newspapers and was managing director of the Evening Standard, when the sudden death of his father in 1998 resulted in his becoming the controlling shareholder[3] and chairman of Associated and of its parent Daily Mail and General Trust just before his 31st birthday. was conditional on the increased offer becoming or being declared unconditional. ': 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? When 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. But what of the Mail newspaper group itself? See Items 7-11 of the cover pages and Item 2 above. Image: The Cerne Abbas Giant, owned by the National Trust. Filing Agreement by and among the Reporting Persons, dated as of June 24, 2022 (filed 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. the British Virgin Islands; and. 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". Premerger/HSR Press Releases. distributed on December 30, 2021). It is also seeking assurances that the groups pension schemes will not be affected by the takeover. 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. In evidence to the Leveson Inquiry into press culture, practice and ethics, he stated his role was not to "operationally manage" the company. The second precondition was cleared when the online used car seller Cazoo made its $6bn stock market debut in New York. LONDON, UK: Daily Mail and General Trust (DMGT) is in discussions in relation to the sale of its Insurance Risk division (RMS), while Rothermere Continuation Limited (RCL) prepared to make a possible cash offer to acquire the entire issued and to be issued share capital of DMGT not already owned by RCL. 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. DMGTs c.17% fully-diluted stake valued at 0.9 billion. by Each Reporting Person, Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o, Percent of Class Represented by Amount The firm said that Rothermere Continuation Ltd, which owns around 30%, had indicated it was prepared to make a possible cash offer of 251p per share for the entire share capital it did not already own, implying an enterprise value of around 810m. Please contact us if you find an error in the database. DMGT was founded by Harold Sidney Harmsworth, the first Viscount Rothermere, in 1922. 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 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. HSR Early Termination Notices API Endpoint. The 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. At conservative gathering, Trump is still the favourite. The owner of Britain's Daily Mail said on Tuesday it was close to agreeing a deal with its pension trustees that could see Rothermere Continuation Ltd pay them roughly 400 million pounds ($546 . This Joint Filing Agreement, dated The Rothermere family already own just over a third of DMGT and 100% of the company's voting rights. DMGT participates in the successful Zoopla Property Group IPO and sells 40% of its stake. Our mission is to hold the powerful to account. An earlier version incorrectly said RCL was registered in Bermuda; the company is in fact administered in Jersey. He has non-domicile (non-dom) tax status and owns his media businesses through a complex structure of offshore holdings and trusts.[4]. Metro is launched as a free newspaper serving urban markets across the UK. DMGT owns a 17% stake in Cazoo, worth about 1bn (745m). Use our commercial database of more than 120 million business records & industry directory for company research & industry analysis. Lord Rothermere is already the controlling shareholder of DMGT through a 28% stake owned by his family trust, RCL. What did your Dad do? 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. This Joint Filing Agreement may The main asset of RCL is its holding of DMGT Ordinary Shares. What's the least amount of exercise we can get away with? The company has made 1.2bn from disposals in recent years of its stake in the property portal Zoopla, the education business Hobsons and the energy data firm Genscape. 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. Note: Schedules filed in paper format shall 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. 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. share (the Ordinary Shares), of Cazoo Group Ltd, a Cayman Islands exempted company (the Issuer), with principal (Alliance News) - Rothemere Continuation Ltd is close to inking a deal with trustees of Daily Mail & General Trust PLC, which marks the final obstacle to the company's takeover of the London-based . Earlier this year DMGT sold its share of car-buying platform Cazoo, which listed in New York via a special purpose vehicle, and disposed of its catastrophe modelling business RMS ahead of Lord Rothermere proposing the share buyback. You can download a raw copy of the database here. This post is by Guy Shrubsole. Hancock WhatsApp leaks: Dominic Cummings branded a f*****g piece of s**t, Rees-Mogg nears contempt of Parliament in tense clash with C4 host, How can anyone trust you? Under British takeover rules, the Rothermeres have until Nov. 25 to make a firm offer to buy DMGT via their vehicle Rothermere Continuation Ltd or walk away. Early Termination Updates on Twitter. Significant shareholder Majedie Asset Management, which holds a 4.63% stake in DMGT is reportedly against the takeover on the basis that the offer undervalues the company. unconditional in all respects, satisfying the condition to the declaration of the Special Dividend. Shares, par value $0.0001 of Cazoo Group Ltd. beneficially owned by them from time to time. 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. They wrote: Back in 1999 the young chairman of the Daily Mail and General Trust, the 4th Viscount Rothermere, aka Jonathan Harmsworth, bought a 220-acre estate called Ferne Park as home for his family, then comprising wife Claudia and two children under six. 2019 thelondoneconomic.com - TLE, International House, 24 Holborn Viaduct, London EC1A 2BN. Some information may have changed over time. The Control Persons are special purpose entities, the principal business of each being the management of certain On December 2, 2021, Rothermere formally made an increased offer for those same shares . DMGT acquires New Scientist, one of the worlds leading science publishing titles. Last month, under a regulatory amnesty following the well-publicised failure of Carphone Warehouse boss and Tory backer David Ross to declare his use of shares as security for personal loans, Rothermere came clean on his own similar arrangements. Euromoney acquires Metal Bulletin, the industry-leading intelligence service for metals and steel professionals. Lord Rothermere rarely gives interviews, but in 2004 he told the Independent his views were "not necessarily" those of the Daily Mail, but said he did not have the right to "second-guess" his editors. (a) Full name of discloser: Rothermere Continuation Limited ("RCL ")(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. On 12 July 2021, Daily Mail and General Trust plc (DMGT) announced that Rothermere Continuation Limited (RCL), a Bermuda registered company owned by a trust held for the benefit of Viscount Rothermere and his immediate family (DMGT's controlling shareholder), would be prepared to make a possible offer for the entire issued and to be issued share capital of DMGT should certain transactions . in a criminal proceeding (excluding traffic violations or similar misdemeanors). 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. [18], Jonathan Harmsworth, 4th Viscount Rothermere. out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent Including the Special Dividend and the 2021 Proposed Final Dividend, the Offer values DMGT at about 3.1 billion. Contact Info. The move would give Rothermere, who is also chairman of the group, full control of DMGT and take the company off the stock exchange. The Reporting Persons intend to review on a continuing basis their investments The percentage calculation assumes that there are [17] Rothermere confirmed this in his testimony to the Leveson Inquiry. 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. 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. This ICIJ database contains information on more than 810,000 offshore entities that are part of the Pandora Papers, Paradise Papers, Bahamas Leaks, Panama Papers and Offshore Leaks investigations. its lenders and currently intends to grant a negative pledge over the Ordinary Shares if that facility is finalized. and is a resident in Jersey. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. RCL already has a 30% stake in the group which also owns the Metro and i newspaper titles and holds all of the vote-bearing shares in DMGTs two-tier stock structure. [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. DMGT acquires Trepp, a US-based business providing valuation and data solutions for the commercial mortgage-backed securities (CMBS) market. The Rothermeres 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 number of preconditions were met. The Mail on Sunday is launched as a sister title to the Daily Mail. Daily Mail and General Trust Rothermere Continuation Limited Recent Work 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 3 Nov 2021 Offer is for 64% of DMGT, which also publishes the i and Metro, that Rothermeres do not already own. Except as set forth in Item 3 above, none of the Reporting Persons or, to the best knowledge of the Reporting The Mail stood by its article but apologised for using a picture of Ralph Miliband's tombstone with the pun "grave socialist" on its website. are collectively referred to herein as the Filers). MailOnline overtakes New York Times as the most visited English language newspaper website in the world. The BBC is not responsible for the content of external sites. By living as a tax exile in Paris for most of his life, the 3rd Viscount had become non-domiciled for British tax purposes. DMGT, being a subsidiary of Rothermere, has the right to appoint a director to the Issuers board BROWSE PEOPLE DIRECTORY People Search 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. It has been estimated Rishi Sunaks wifes non-dom status could have saved her 20 million in taxes on dividends from her shares in Infosys, an Indian IT company founded by her father. Lord Rothermere acquired France as his "domicile of birth" upon his birth as his father acquired a French "domicile of choice" by becoming a tax exile in Paris. The address of the principal business office of each of the Reporting Persons and the Control written. HSR Annual Reports. Following a successful launch to market in 2019, DMGT increases its total investment in Cazoo to 117m. By 2001 a new Ferne House had been built in the grounds to a 40m design by renowned Palladian-style architect Quinlan Terry. [11], Lord Rothermere chairs the Imperial War Museum foundation, following the tradition set by his great grandfather, the first Viscount. Sign up to the daily Business Today email or follow Guardian Business on Twitter at @BusinessDesk, Original reporting and incisive analysis, direct from the Guardian every morning. Can Nigeria's election result be overturned? A DMGT spokesman would only say the 4th Viscounts domicile status was a private matter. Always cite the International Consortium of Investigative Journalists when using this data. 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. 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. We depend on the generous support of readers like you to help us expose corruption and hold the powerful to account. General Register Office of England and Wales, Births, Register number A65C, Entry number 255, Westminster. 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. 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. include a signed original and five copies of the schedule, including all exhibits. rothermere continuation ltd. 35-37 NEW STREET. This article was amended on 14 July 2021. the Ordinary Shares referred to in Item 3 as a result of the Special Dividend and hold the Ordinary Shares for investment purposes.
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