Silver Lake's recommended cash offer for ZPG Plc

11 May 2018

Daily Mail and General Trust plc (DMGT)

 Silver Lake's recommended cash offer for ZPG Plc

DMGT notes that the Boards of Zephyr Bidco Limited, ('Bidco'), a wholly-owned indirect subsidiary of funds managed by Silver Lake Management Company V, LLC, and ZPG Plc have this morning announced that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of ZPG Plc by Bidco at a price of 490p per ordinary share, a material premium to the volume weighted average price for the three month period ended 10 May 2018.

The Board of ZPG Plc, which includes two representatives of DMGT, intends to unanimously recommend this offer to ZPG Plc shareholders and DMGT has given an irrevocable undertaking to accept the offer in respect of its entire holding, amounting to 29.8% of ZPG Plc's issued share capital. Accepting this offer is consistent with DMGT's strategic priorities of increasing portfolio focus and enhancing financial flexibility.

Bidco's proposed acquisition of ZPG Plc is to be implemented by means of a Scheme of Arrangement and it is anticipated that, if approved by shareholders, this will become effective in the third quarter of calendar year 2018.

Paul Zwillenberg, Chief Executive, commented:

"The recommended all cash offer for ZPG promises to deliver a very significant return for DMGT. The sale of our stake, pending shareholder approval at ZPG, fits with our long track record of successfully identifying new opportunities, incubating young businesses and supporting their growth to create value for shareholders."

Notes to editors

DMGT has been invested in Zoopla Property Group since 2012, when DMGT's online property business, the Digital Property Group, merged with Zoopla. DMGT subsequently held a 55% stake in the combined entity. DMGT maintained its support through ZPG Plc's IPO in 2014.

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The information communicated in this announcement includes inside information.

About DMGT

DMGT manages a diverse, multinational portfolio of companies, with total revenues of around £1.5 bn, that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment. DMGT is also a founding investor and the largest shareholder of Euromoney Institutional Investor PLC and ZPG Plc.

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