Share certificate

Update on Expected Timing of Settlement of Equity Component of Special Dividend

Daily Mail and General Trust plc (54HB, DMGT)
Update on Expected Timing of Settlement of Equity Component of Special Dividend
06-May-2022 / 07:00 GMT/BST
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May 6, 2022

Daily Mail and General Trust plc (“DMGT”)

Update on the expected timing of the settlement of the

Special Dividend Action Item

On December 14, 2021, the non-conflicting directors of DMGT declared a special dividend, consisting of a cash component and a stock component, to all shareholders on the register of DMGT members at 6:00 p.m. UK time. United, on December 16, 2021. The settlement of the cash component took place on December 30, 2021.

The equity component includes DMGT’s equity interest (“Cazoo Shares”) in Cazoo Group Ltd (“Cazoo”), equivalent to approximately 0.5749 Cazoo Share per DMGT Share. When reported, settlement of the equity component was expected to occur in the first half of 2022 and the timing was uncertain as it was subject to restrictions under US securities laws. On March 31, 2022, DMGT provided an update stating that timing remained uncertain but settlement was expected to occur in May 2022.

On May 4, 2022, a committee of the Board of Directors, comprised solely of non-conflicting directors of DMGT, authorized the settlement of the share component of the special dividend subject to (i) Cazoo’s registration statement on Form F-1, as amended from time to time, effective under United States securities law and usable as of the settlement date; and (ii) there is no other legal prohibition against settlement on that date.

As of the date of this announcement, Cazoo’s registration statement is currently on hold pending the declaration by the United States Securities and Exchange Commission (“SEC”) of an amendment to the registration statement, which registration statement covers shares of Cazoo owned by DMGT and included in the Share item. DMGT is unable to settle the share item until Cazoo’s registration statement is effective and usable.

DMGT intends to order settlement as soon as possible once Cazoo’s registration statement becomes effective again, after which shareholders should expect to receive their Cazoo¹ shares within ten business days of such date. At this point, settlement is still expected to take place in May 2022. DMGT will provide a further update, including the expected settlement date, once Cazoo’s registration statement is effective and usable.

Additional information about the share item will be provided to former DMGT shareholders in the “Special Dividend Share Item Information Document”, which is expected to be released prior to the settlement date, once this date will be known. This document will also be available on the DMGT² website.

Remarks

Former DMGT Shareholders are referred to the offer document relating to the recommended cash offer for all issued and to be issued DMGT A Shares not already held by RCL, published on November 6, 2021 (the “Document de initial offer”) and the final offer document relating to the increased and final recommended offer (the ‘Final Offer’) published on December 2, 2021 (the ‘Final Offer Document’). Capitalized terms in this press release have the meaning given to them in the Initial Offer Document and the Final Offer Document.

  • DMGT shareholders who held their DMGT shares in certificated form will receive the Cazoo shares to which they are entitled directly through DTC’s Direct Registration System (DRS) by Cazoo’s transfer agent, the U.S. equivalent of a UK Registrar, EQ Shareowner Services. The DRS provides a method of recording ownership of Cazoo shares in book-entry form that allows EQ Shareowner Services to electronically hold those shares on Cazoo’s books in the name of a DMGT shareholder without a physical share certificate is issued.

DMGT Shareholders who held their DMGT Shares in certificated form will receive their book-entry account settlement, being a “direct registration statement”, evidencing such DMGT Shareholder’s ownership of the Cazoo Shares by EQ Shareowner Services shortly thereafter. issue of such Cazoo Shares, and in any event within 14 days of the date on which the Cazoo Shares are transferred to them.

EQ’s Shareholder Services can be contacted by phone at 1-800-468-9716 (US toll-free) or +1-651-450-4064 (US direct), or online at shareowneronline.com. EQ’s Shareholder Services is available to assist you Monday through Friday from 7:00 a.m. to 7:00 p.m. U.S. Central Time.

Unlike DMGT Shares, Cazoo Shares are traded on the New York Stock Exchange and cannot be held, transferred or settled through the CREST settlement systems. For this reason, DMGT Shareholders who held their DMGT Shares in non-certified form through CREST (directly or through a broker or other agent with a CREST account) will not receive Cazoo Shares directly. , but will receive a number of CDIs equivalent to the number of Cazoo Shares they would otherwise be entitled to receive under the Special Dividend. A CDI is a CREST deposit interest representing a right to one share and, under the arrangement, one Cazoo CDI will represent one Cazoo Share.

The Cazoo CDIs will reflect the same economic rights as those attached to the Cazoo Shares. However, although holders of Cazoo CDIs will have an interest in the underlying Cazoo Shares, they will not be registered holders of Cazoo Shares. Instead, CREST International Nominees Limited will hold the shares on behalf of each CDI Cazoo holder, through DTC (the central securities depository in the United States). Holders of Cazoo CDIs will otherwise be treated as if they were registered holders of the Cazoo Shares underlying the Cazoo CDIs, in each case in accordance with applicable law and, to the extent possible, in accordance with the CREST provisions. .

The Cazoo Shares to which such DMGT Shareholders will be entitled will be delivered, held and settled in CREST and linked to the underlying Cazoo Shares using the CREST International Settlement Service.

  • The “Special Dividend Equity Element Information Document” will be available on the “Recommended Offer for DMGT” microsite under the “Investors” section on www.dmgt.com.

For more information:

Adam Webster, Head of Investor Relations

+44 20 3615 2903

Fran Sallas, General Secretary

+44 20 3615 2904