Rothermere Continuation Limited (RCL) made an offer to acquire the remaining 72.4% stake in Daily Mail and General Trust plc (LSE:DMGT) from Berry Street Capital Management LLP, Maven Investment Partners Ltd., Syquant Capital SAS, TIG Advisors, LLC and others for an enterprise value of approximately £810 million on July 12, 2021. Under the terms of the offer, DMGT would receive £2.51 in cash for each DMGT share. Under terms of cash offer, DMGT A Shareholders (being all DMGT Shareholders that hold DMGT A Shares other than RCL) will be entitled to receive £2.55 in cash for each DMGT share. On August 5, 2021, Moody's Corporation (NYSE:MCO) entered into an agreement to acquire Risk Management Solutions, Inc. from Daily Mail and General Trust plc (LSE:DMGT) for £1.4 billion As of December 2, 2021, Rothermere increased the offer price to £2.7 per share. In conjunction with the Offer, the Non-conflicted DMGT Directors intend to declare a single distribution to all DMGT Shareholders (being all holders (including RCL) of DMGT A Shares and DMGT Ordinary Shares (together, “DMGT Shares”)) who are on the register of members of DMGT on the Record Date (being the day on which the Offer becomes or is declared unconditional) comprising £568 pence in cash for each DMGT Share and 0.5749 Cazoo Shares for each DMGT Share. RCL and its concert parties are together interested in approximately 63,772,905 DMGT A Shares, representing approximately 30.3 per cent. of the DMGT A Shares in issue, and 19,890,364 DMGT Ordinary Shares, being all the DMGT Ordinary Shares in issue. RCL intends to safeguard fully the existing employment rights of the Group's management and employees. Once DMGT is no longer listed, there is expected to be a modest reduction in headcount within DMGT's corporate and central management function. RCL does not currently intend that the Board should sell any parts of DMGT. RCL has no intention to redeploy any of DMGT's material fixed assets or to change the locations of DMGT's places of business headquarters or headquarter functions.

The transaction is subject to completion of confirmatory due diligence by RCL to the satisfaction of RCL.. As of August 9, 2021, Rothermere gets extension to bid deadline for Daily Mail & General Trust until September 30, 2021. On September 15, 2021, DMGT announced that the sale had completed. On August 27, 2021, DMGT announced that the combination had completed and that Cazoo Group Ltd (“Cazoo Group”) is now listed on the New York Stock Exchange. As of September 30, 2021, Rothermere gets extension to bid deadline for Daily Mail & General Trust until October 28, 2021. Takeover Panel consents to delay in order to allow DMGT time to satisfy a number of preconditions. On November 3, 2021, it was announced that the Non-conflicted DMGT Directors and RCL, had reached agreement on the terms of a recommended cash offer for DMGT by RCL, and a conditional special distribution to all shareholders of substantially all of the cash in the Group and its stake in Cazoo Group. DMGT Directors intend unanimously to recommend that DMGT A Shareholders accept or procure acceptance of the Offer. The cash consideration payable to the DMGT A Shareholders by RCL under the Offer is expected to be financed from RCL's share of the Cash Element of the Special Dividend. The last date by which the Offer can become or be declared unconditional will be December 16, 2021.. If the Offer becomes or is declared unconditional, RCL will keep the Offer open for acceptances for at least 14 days following the date on which the Offer becomes or is declared unconditional. RCL has acquired or agreed to acquire pursuant to the Offer or otherwise more than 50 per cent. (50%) of all DMGT Shares (the “Minimum Acceptance Threshold). RCL has outstanding irrevocable undertakings given by Kevin Beatty, Timothy Collier and Kevin Parry, each a DMGT Director, in respect of 607,128, 452,259 and 12,565 DMGT Shares respectively beneficially held by them representing, in aggregate, approximately 0.70% of the Offer Shares, 0.51% of the issued DMGT A Shares and 0.46% of all DMGT Shares.

As per the revised final offer, RCL has decided hereby to lower the acceptance threshold to 50%. DMGT Directors unanimously recommend that DMGT A Shareholders accept or procure acceptance of the Final Offer. RCL owns 58,207,016 DMGT A Shares representing 27.6% stake and 19,890,364 DMGT Ordinary Shares (being all of the issued DMGT Ordinary Shares). Offeror has received letters of intent from Berry Street Capital Management LLP Maven Investment Partners Ltd and Syquant Capital in respect of its interest inDMGT A Shares As on December 9, 2021, RCL had received valid acceptances of the Final Offer in respect of a total of 375,958 DMGT A Shares. As at close of business on December 9, 2021, RCL was interested in 58,207,016 DMGT A Shares (representing 27.6% of the issued DMGT A Shares) and 19,890,364 DMGT Ordinary Shares, being all of the issued DMGT Ordinary Shares and together with DMGT A Shares representing 33.9% of all DMGT Share. As of December 10, 2021, RCL had received valid acceptances of the Final Offer in respect of a total of 673,666 DMGT A Shares which RCL may count towards the satisfaction of the Acceptance Condition. As of December 14, 2021, RCL had received valid acceptances of the Final Offer in respect of a total of 8,958,210 DMGT A Shares which RCL may count towards the satisfaction of the Acceptance Condition. As of December 15, 2021, RCL had received valid acceptances of the Final Offer in respect of a total of 52,794,258 DMGT A Shares which RCL may count towards the satisfaction of the Acceptance Condition. The offer has become unconditional. The offer will remain open until January 6, 2022. As of December 16, 2021, all condition has been fulfilled and RCL had received valid acceptances of the Final Offer in respect of a total of 117,019,879 DMGT A Shares which RCL may count towards the satisfaction of the Acceptance Condition. Therefore, taken together with DMGT Shares that it already holds, RCL has acquired or agreed to acquire pursuant to the Final Offer or otherwise 84.6% of all DMGT Shares. As announced on 6 January 2022, RCL has extended the Offer Period so that the Final Offer will continue to be kept open for acceptance until further notice, with 14 days' notice being given in advance of final closure of the Final Offer.

Nicholas Shott, William Lawes Fariza Steel and Caitlin Martin of Lazard & Co Limited and Charlie Lytle, Alex Garner and Owain Evans of Goldman Sachs International acted as Financial advisor to Rothermere Continuation Limited. Tim Rennie and Karen Davies of global law firm Ashurst LLP are acting for Lazard & Co., Limited in relation to the recommended acquisition by Rothermere Continuation Limited. Addleshaw Goddard LLP acted as Legal advisor to Rothermer. Bill Hutchings Jonty Edwards and James Summer of J.P. Morgan Securities plc and Antonia Rowan, James Green and Gillian Sheldon of Credit Suisse International acted as Financial advisor and David Watkins, Daniel Schaffer, Padraig Cronin, Gareth Miles and Ed Fife of Slaughter and May acted as Legal advisor to Daily Mail and General Trust in the transaction.

Rothermere Continuation Limited (RCL) completed the acquisition of remaining 72.4% stake in Daily Mail and General Trust plc (LSE:DMGT) from Berry Street Capital Management LLP, Maven Investment Partners Ltd., Syquant Capital SAS, TIG Advisors, LLC and others on January 7, 2022. As on January 6, 2022, RCL had received valid acceptances of the Final Offer in respect of a total of 147,375,148 DMGT A Shares. RCL has acquired or agreed to acquire pursuant to the Final Offer or otherwise 97.7 per cent. of all DMGT Shares. As the level of acceptances exceeding 90 % or more in value of the Offer Shares, RCL intends shortly to exercise its rights pursuant to the statutory squeeze-out provisions to acquire compulsorily, on the same terms as the Final Offer, the remaining Offer Shares in respect of which the Final Offer has not at such time been accepted. As on January 12, 2022, squeeze out offer commenced.