DMGT.L Regulatory News (DMGT)

8 December 2016

Daily Mail and General Trust plc ("DMGT")

Reduction of stake in Euromoney Institutional Investor PLC ("Euromoney") in line with DMGT's strategic priorities

DMGT announces its intention to reduce its holding in Euromoney to c.49%. This will be achieved by a sale of approximately 32 million ordinary shares in Euromoney (the "Sale"). The Sale will increase the focus within DMGT's portfolio and enhance its financial flexibility, consistent with the strategic priorities presented on 1 December.

The Sale will comprise two parts: (i) a secondary placing of Euromoney shares (the "Placing") and (ii) a buy-back by Euromoney of its own shares from DMGT and the subsequent cancellation of the bought back shares (the "Buy-back").

The Buy-back, which has been agreed between DMGT and Euromoney, will be by means of an off-market share buy-back and is subject to majority approval by Euromoney's independent shareholders (which excludes DMGT). The shares to be sold in the Placing (the "Placing Shares") and, if approved, the Buy-back (the "Bought Back Shares") represent approximately c.10% and c.15% of Euromoney's current issued share capital respectively. As the Bought Back Shares will be cancelled, the combined effect of the Sale will be to reduce DMGT's holding from c.67% of Euromoney's issued share capital to c.49%. As a result, Euromoney will cease to be a subsidiary and will be accounted for as an associate. Euromoney is and will remain strategically independent of DMGT, but will gain further functional and financial independence as a result of the Sale.

Euromoney has made significant progress executing on its revised strategy since it was announced in March 2016, as evidenced by the improvement from revenues declining by an underlying 6% in the first half of FY 2016 to a 2% underlying decline in the second half. Subscriptions, which accounted for 58% of Euromoney's revenues in FY2016, grew by an underlying 2% in the final quarter of the year. The Sale will result in Euromoney's balance sheet being independent of DMGT's, increasing Euromoney's financial flexibility to be acquisitive and to further accelerate the implementation of its announced strategy. As a result of the Sale, Euromoney will have a more diversified shareholder base, which is expected to increase the liquidity in its shares. Euromoney is also expected to benefit from material EPS accretion. Furthermore, in conjunction with the Sale, DMGT supports Euromoney's intention to review its dividend policy with a view to increasing its dividend payout ratio, subject to approval by the Euromoney Board, to be more in line with its peers.

On 1 December 2016, DMGT presented a revised strategy, identifying three key priorities: improving operational execution, increasing portfolio focus and enhancing DMGT's financial flexibility. The Sale marks significant progress in both increasing the focus within DMGT's portfolio and enhancing DMGT's financial flexibility. Firstly, further investment in the financial sectors that Euromoney operates in will be financed by Euromoney, without recourse to DMGT's balance sheet. This will allow DMGT to concentrate its investment in fewer sectors, increasing the focus within the portfolio. Secondly, the proceeds from the Sale will reduce DMGT's net debt, thereby enhancing DMGT's financial flexibility and capacity to invest in market-leading positions, both organically and through acquisitions.

Euromoney has been and continues to be a valuable investment for DMGT. The business has market-leading products, a first-class management team and excellent prospects. Following completion of the Sale, DMGT will continue to be Euromoney's largest shareholder and is actively committed to supporting Euromoney in implementing its strategy through its representatives on the Board.

The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this announcement. Lazard & Co., Limited ("Lazard") is acting as financial adviser to DMGT in connection with the Sale, and Numis Securities Limited ("Numis") and UBS Limited ("UBS") are acting as joint bookrunners in connection with the Placing (the "Bookrunners").

The final number of Placing Shares to be placed and the placing price will be agreed by the Bookrunners and DMGT at the close of the bookbuild process. The results of the Placing will be announced as soon as practicable thereafter. This announcement will also include illustrative financial information for DMGT for FY 2016 to show the results as they would have been had DMGT's holding in Euromoney been c.49% throughout the year.

The timing of the close of the bookbuild process, pricing and allocation are at the absolute discretion of the Bookrunners. Euromoney's ordinary shares held by DMGT which are not sold in the Placing will be subject to a 180-day lock-up, which will be subject to customary exceptions and may otherwise only be waived with the consent of the Bookrunners.

The Bought Back Shares will be sold to Euromoney at the placing price, if the Buy-back is approved by Euromoney's independent shareholders (which excludes DMGT).

Market Abuse Regulations

As with previous announcements, the information communicated in this announcement includes inside information. DMGT has included this statement in this announcement in order to comply with the Market Abuse Regulation, which came into effect on 3 July 2016.

About DMGT

DMGT manages a balanced multinational portfolio of entrepreneurial companies, with total revenues of almost £2 billion, that provides a diverse range of businesses and consumers with compelling information, analysis, insight, news and entertainment.