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. Who owns Rothermere Continuation? share (the Ordinary Shares), of Cazoo Group Ltd, a Cayman Islands exempted company (the Issuer), with principal Lord Rothermere appeared third on the Sunday Times Rich List "media top 20" in 2012, with an estimated wealth of 760m. Rothermere Continuation Limited (RCL) is a holding company incorporated in Bermuda. DMGT sells its remaining stake in the company. December 2, 2021, Rothermere formally made an increased offer for those same shares. The Trust Company is a special purpose entity, the principal business of which is the management of who owns rothermere continuation limited. Following its transformation into a US-based EdTech business, Hobsons is sold for c.US$410m cash. Trust Company was established to provide trustee services to the Rothermere family trusts, and it serves as the trustee of the trusts Last month, the family's Jersey-registered holding company, Rothermere Continuation Ltd (RCL), announced that it was considering a 251p-a-share bid to buy DMGT, which also owns the Metro and i . 1 Level of acceptances and interests in relevant securities. Lord Rothermere is already the controlling shareholder of DMGT through a 28% stake owned by his family trust, RCL. Our mission is to hold the powerful to account. the British Virgin Islands; and. 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 . You can also SUBSCRIBE TO OUR NEWSLETTER . News of the firm approach saw DMGT shares close at 11.22, a 3% increase to the 10.90 that shares closed at on 2 November 2021. acquire from them those shares in DMGT not already beneficially owned by Rothermere. business of which is being the holding company of Daily Mail and General Trust plc (DMGT), a media and entertainment What has happened to the once-great British Airways? Metro is launched as a free newspaper serving urban markets across the UK. 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. the Control Persons), are: Trust 1 is a Control Person with respect to The Trust On December 2, 2021, Rothermere formally made an increased offer for those same shares . On the subject, Hislop said: This is the man that hated Britain on the evidence of one entry in a diary when he was sixteen when hed just arrived as a refugee in this country. FORM 8 (OPD) PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code") 1. Always cite the International Consortium of Investigative Journalists when using this data. Except as set forth in Item 3 above, none of the Reporting Persons or, to the best knowledge of the Reporting The main asset of RCL is its holding of DMGT Ordinary Shares. This Schedule 13D is being filed by and on behalf of each of the following persons (each, a Reporting The independent directors have indicated they would be minded to recommend the possible offer to DMGTs shareholders, the company said. digitGaps report on Rothermere Continuation Limited delivers a detailed in-depth and comprehensive insights of the company, its history, corporate strategy, its businesses and structures, and company operations by examining its performance in local market and global economy. The sale of RMS and the Cazoo initial public offering have delivered excellent shareholder returns, but inevitably DMGT is now a considerably smaller group of businesses, with significantly greater exposure to consumer media, said Jonathan Harmsworth, the fourth Viscount Rothermere, who is the chair of DMGT. or Relationships with Respect to Securities of the Issuer. All conditions for The Daily Mail - which worried that the "complicated structure" of the Sussex businesses showed that "Meghan planned to keep her and Harry's business as opaque as possible" - is owned by Daily Mail General Trust, which was until 2020 owned by a holding company called Rothermere Continuation Limited, which was incorporated in . HSR Early Termination Notices API Endpoint. Daily Mail and General Trust plc (DMGT) 23-Jul-2021 / 15:23 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. Item 7. What I think will be embarrassing for the Mails Editor is the Mail is owned by the Rothermere family. The aristocrat is mulling. Both RCL and the Trust are administered in Jersey, in the Channel Islands. in Row (11), Type of Reporting Person (See Instructions). MailOnline overtakes New York Times as the most visited English language newspaper website in the world. According to Mr Greenslade, the DMGT chairman "has ignored the legion of complaints about the Mail's nastiness" and "never betrayed any sign of concern about the criticisms". or utilizing specific pricing or other instructions (including by means of Rule10b5-1programs), and review or reconsider their The Control Persons are special purpose entities, the principal business of each being the management of certain Trust 1 is a Jersey law trust and is a resident DMGT acquires Genscape, an energy information business. The potential deal would place the Daily Mail and its sister titles squarely in the hands of. The Rothermere's 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. Lord Rothermere, the head of the family that founded the Daily Mail in 1896 and a director of Rothermere Continuation Limited (RCL), said: "The sale of RMS and the Cazoo IPO have delivered . i' s parent company DMGT has agreed to an 850m buyout by its biggest shareholder and chairman Lord Rothermere, taking the firm private after 89 years on the London Stock Exchange. A multinational group, DMGT's operations extend far beyond journalism and include risk management, events and ownership of brands such as Wowcher and property website Zoopla. See Items 7-11 of the cover pages and Item 2 above. If you can afford to contribute a small donation to the site it will help us to continue our work in the best interests of the public. [11], Lord Rothermere chairs the Imperial War Museum foundation, following the tradition set by his great grandfather, the first Viscount. General Register Office of England and Wales, Marriages, September quarter 1993, Westminster, Vol 15, page 1798. All text and design is copyright 2020 WhaleWisdom.com. On June 28, 2022, Rothermere entered into a financing agreement with DB UK Bank Limited (the "Bank") pursuant to Pursuant to the terms of the agreement, Rotheremere granted to the Bank a negative pledge over the Ordinary Shares. Cazoo is aiming to list on the New York stock exchange this year, with DMGTs 16% stake worth about 800m at its current 5bn valuation. The reporting person is the beneficial owner of 1,437,250 shares of the Issuers Ordinary Shares (as This Joint Filing Agreement may Persons, any Scheduled Persons, has effected any transaction in the Ordinary Shares during the last 60 days. 2019 thelondoneconomic.com - TLE, International House, 24 Holborn Viaduct, London EC1A 2BN. His great-grandfather, Harold Sidney Harmsworth, set up the Daily Mail along with his brother in the late 19th Century and was made the first Viscount Rothermere in 1919. Persons is 35-37 New Street, St Helier, Jersey JE2 3RA. The cash proceeds of the deals 610p a share would be distributed to DMGT shareholders through a special dividend. Prior to Rothermeres acquisition of the shares in DMGT not already It would include an injection of about . In a stock market announcement on Monday, the group said Rothermeres Jersey-registered holding company Rothermere Continuation Ltd (RCL) was considering a bid of 251p a share, valuing the group at about 810m. 1998 Metro Metro is launched as a free newspaper serving urban markets across the UK. cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at Khans letter to Patel claiming report into Cressida Dicks departure is clearly biased, Race report: I feel like my experiences have been erased and my hardships minimised, Action needed to stop billionaires plundering the planet placing us all in ever graver peril, Shapps would rather have food shortages than EU drivers, Nothing left to cut back on: Disabled uni graduate choosing between eating or heating, Music Recommendations: Assembling your Perfect Rec-ing Crew, Tory Councillor suspended for sharing racist joke on social media, Dozens of flights affected after air traffic control problem at Gatwick Airport, His confidence is through the roof Ex Liverpool man on Everton star, Group abuse people having picnic in park during far-right demonstrations. DMGT sells RMS for approximately 1.4 billion in cash. Company. Issuer owned by DMGT) being declared by DMGT (the Special Dividend), the settlement of which The data comes directly from the leaked files ICIJ has received in connection with various investigations and each dataset encompasses a defined time period specified in the database. In 2013, Rothermere, who has until 9 August to make a firm offer for the business or walk away, first signalled that he might seek to take the business private by increasing his control of the family-held voting shares to almost 90%. Lord Rothermeres RCL holds all of the vote-bearing shares in DMGTs two-tier stock structure, which means that the deal is not at risk of being blocked when the deal is put to a shareholder vote. What's the least amount of exercise we can get away with? Rothermere is currently negotiating a new finance facility with one of DMGT distributes its c.49% stake in Euromoney Institutional Investor PLC and 200m cash to shareholders. dmg ventures established to manage DMGTs minority and early-stage investments. Our appraised valuation estimate of only the largest businesses within DMGT materially exceeds double the current offer price of 255p. Including the Special Dividend and the 2021 Proposed Final Dividend, the Offer values DMGT at about 3.1 billion. the increased offer were satisfied in due course, including the declaration of the Special Dividend, made an offer to the other shareholders of DMGT to acquire from them those shares in DMGT not already beneficially owned by Rothermere. L Catterton is 60% owned by the partners of L Catterton . in Jersey. There are legitimate uses for offshore companies and trusts. ST. HELIER Y9 JE2 3RA. I am a private investor* I am not a private investor I am not a private investor Under the Securities Exchange Act of As the latest generation of the Rothermore dynasty expanded to four children by 2004, the Harmsworths had outgrown Terrys first effort and in August 2006, local council records show, obtained planning permission for new east and west wings. The. 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. Premerger/HSR Press Releases. involving the Issuer, which occurred on August 26, 2021. It follows negotiations between DMGT, Rothermere Continuation Limited (RCL) and pension trustees, with the company agreeing to inject 412m into its various pension schemes as part of the offer. The Rothermere family has made an offer to take the publisher of the Daily Mail, i and Metro private in a 3.1bn deal, in a move that will end a 90-year run as a publicly listed company on the London Stock Exchange. 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 best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 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. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. It was, however, small when compared to the Viscount Rothermeres net worth. All rights reserved. A former DMGT staff member told the BBC Lord Rothermere is known to dislike stories which bring his papers into disrepute. position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing. Journalism in Britain is under threat. Lord Rothermere is also the fourth member of his family to become executive chairman of the group. DMGT acquires the i, a quality, concise UK national newspaper and website. 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). A few days later Lord Rothermere wrote to Mr Miliband to apologise "unreservedly" after a Mail on Sunday journalist arrived uninvited at a memorial service for his uncle, seeking information. Rothermere Continuation Limited. He said he tried to "protect the independence" of editorial staff, and said Daily Mail editor Paul Dacre ensured the paper "reflects the views of his readership" - which he agreed were accurately described as "the values of Middle England". The Mail on Sunday is launched as a sister title to the Daily Mail. as of June 24, 2022, is by and among Rothermere Continuation Limited and Harmsworth Trust Company (PTC) Limited (the foregoing General Register Office of England and Wales, Births, Register number C95C, Entry number 140, Westminster. "[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. By 2001 a new Ferne House had been built in the grounds to a 40m design by renowned Palladian-style architect Quinlan Terry. Harmsworth, the 3rd Viscount Rothermere. During the last five years, none of the Reporting Persons or the Scheduled Persons has been a party to 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 move sparked speculation that Rothermere might seek to approach the remaining shareholders to take full control of DMGT, which has been listed on the stock market since 1932. the Notes). 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MailOnline, launched in 2003, has grown to be one of the worlds most popular English language news sites. Trust 2 is a British Virgin Islands law trust 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. Please contact us if you find an error in the database. 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. He set up the Daily Mail with his brother Alfred in 1896, and subsequently launched the Daily Mirror. Lord Rothermere, chairman of DMGT and director of RCL, said: The sale of RMS and the Cazoo IPO have delivered excellent shareholder returns, but inevitably DMGT is now a considerably smaller group of businesses, with significantly greater exposure to consumer media. The Daily Mail was first. Lord Rothermere, the biggest shareholder in the owner of the Daily Mail, has agreed an 850m buyout that will see the group taken private after 89 years on the stock market. The ICIJ Offshore Leaks Database is licensed under the Open Database License and contents under Creative Commons Attribution-ShareAlike license. We only ask you to donate what you can afford, with an option to cancel your subscription at any point. the Ordinary Shares referred to in Item 3 as a result of the Special Dividend and hold the Ordinary Shares for investment purposes. They outlined ten key questions the chancellor should answer regarding the tax scandal. We depend on the generous support of readers like you to help us expose corruption and hold the powerful to account. It is vital that free media is allowed to exist to expose hypocrisy, corruption, wrongdoing and abuse of power. Euromoney acquires Metal Bulletin, the industry-leading intelligence service for metals and steel professionals. The offer for the residual businesses is substantially below what we believe is a fair and reasonable valuation, said Chris Field, fund manager at MAM. This morning, "DMGT announced that its controlling shareholder, Rothermere Continuation Limited (RCL), had notified it of a possible offer for the entire share capital of DMGT not already owned by RCL. Updated 9th Feb 2020 with more on Richard Drax and Viscount Rothermere.. Dorset is, I think, the loveliest and most intriguing of English counties: a place of ancient chalk downland that sprouts orchids and chalk figures . The publisher of the Daily Mail has been reorganising the business through disposals and targeted acquisitions of its own in recent years, having bought the New Scientist magazine in a 70m deal in March, as well as the i newspaper in a 49.6m deal two years ago. The class of equity security Rothermere may communicate with the board of directors of the Issuer (the Board), members of management Trust 2 is a Control Person with respect to Rothermere. 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. Following a successful launch to market in 2019, DMGT increases its total investment in Cazoo to 117m. One day prior to the announcement of the firm offer, DMGT confirmed that RCL and DMGT were close to agreeing a deal with DMGTs pension scheme trustees, with one of the terms in agreement being a payment of approximately 400m into the schemes. information concerning each executive officer, director or trustee (as applicable) of the Reporting Persons and of the Control Persons In a stock market announcement on Monday, the group said Rothermere's Jersey-registered holding company Rothermere Continuation Ltd (RCL) was considering a bid of 251p a share, valuing the. 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. 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. 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. But we can't do it without you. After the sale of the financial assets, RCL would bid about 810m for the. With this in mind, the Mail shared their outrage at the apparent lack of tax fairness. The former employee said Mr Greig had been brought in because he had a "softer" approach than Mr Dacre, but the result was intense competition between the Daily Mail and the Mail on Sunday - driven by their "warring editors". This website is for Private Investors* only. Mr. Rothermere is Chairman & Chief Executive Officer at Daily Mail & General Trust Plc, Chairman of dmg media Ltd. (a subsidiary of Daily Mail & General Trust Plc) and Executive Chairman for General Trust Plc. Daily Mail owner Daily Mail and General Trust (DMGT) exited the London market in January this year, following a successful privatisation push by the Rothermere family. Brothers Alfred and Harold Harmsworth edit, produce and oversee the launch of the Daily Mail. Premerger Notification Office Blog Posts. was conditional on the increased offer becoming or being declared unconditional. Pending the closure of both deals, DMGT's controlling shareholder Rothermere Continuation Ltd (RCL), the family's Jersey-registered trust, told the DMGT board it would be prepared to make a possible cash offer of about $1.1 billion to acquire all shares not already owned by RCL. 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. The Offer has been recommended by the non-conflicted directors of DMGT. 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. Story . DMGT, being a subsidiary of Rothermere, has the right to appoint a director to the Issuers board 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. Check if the Aggregate Amount in See 2(a) and 3 below (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Northcliffe Newspapers is sold to regional newspaper publisher Local World. Rothermere Continuation Ltd. (RCL . [6], He was a supporter of the former Conservative Party leader David Cameron. 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. They are all billionaires who, personally or through their businesses, have used the law to avoid paying tax. Can Nigeria's election result be overturned? Esmond Harmsworth, son of Harold Harmsworth and the second Viscount Rothermere appointed DMGT Chairman. ': 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? [9], The BBC's Newsnight programme at the end of January 2017 reported that former prime minister David Cameron had approached Lord Rothermere to sack Eurosceptic Paul Dacre, the editor of the Daily Mail in the run up to the 2016 EU membership referendum. He has non-domicile (non-dom) tax status and owns his media businesses through a complex structure of offshore holdings and trusts.[4]. DMGT acquires Hobsons, a UK-based B2B publishing business. defined below) which constitute approximately .2% of the class outstanding. Boris Johnson weighs offers for his return to journalism, Daily Mail out to stop traitor Sunak as Tory rivals vie for press backing, bought the New Scientist magazine in a 70m deal in March. (as defined below) which constitute approximately 5.9% of the class outstanding. Kudrat Agrawal / Trainee, Edward Beighton / Trainee, Maddy Tomlin / Trainee, Sean Lee / Trainee, Xiwan Wei / Trainee, One Bunhill RowLondonEC1Y 8YYUnited Kingdom, 2906-2909 China World Office 2No.1 Jianguomenwai AvenueBeijing 100004China, 47th Floor, Jardine HouseOne Connaught Place, CentralHong KongChina, 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, Sustainability and Climate Change Resources, Modern Slavery Slavery and Human Trafficking Statement, Go to Financial Regulation Weekly Bulletin, Go to Sustainability and Climate Change Resources. The Fourth Viscount Rothermere, Jonathan Harmsworth appointed DMGT Chairman. ", "Private Eye Street of Shame: Rothermere's patriot games", "The end of the affair: Dacre moves towards Cameron", "Barclay brothers named richest media figures in UK with 2.3bn fortune", "BBC: David Cameron tried to get Paul Dacre sacked as Daily Mail editor because of his Eurosceptic stance", "David Cameron 'asked Daily Mail owner to sack Paul Dacre over Brexit', contributions in Parliament by the Viscount Harmsworth, https://en.wikipedia.org/w/index.php?title=Jonathan_Harmsworth,_4th_Viscount_Rothermere&oldid=1138827522, Vere Richard Jonathan Harold (b. November 1994), Eleanor Patricia Margaret (b. November 1996), This page was last edited on 11 February 2023, at 21:23. Read about our approach to external linking. Majedie Asset Management, an investor in DMGT with a 4.5% stake, said that Rothermere's revised offer was still not generous enough and has urged shareholders not to accept it. Market Tracker is a unique service for corporate lawyers housed within LexisPSL Corporate. taking the firm private after 89 years on the London Stock Exchange, 'How bad are the pics? 14, 2022, the date when the Issuers resale registration statement was declared effective by the SEC. The percentage calculation assumes that there are currently Why Alex Murdaugh was spared the death penalty, Why Trudeau is facing calls for a public inquiry, The shocking legacy of the Dutch 'Hunger Winter'. It means that the deal is not at risk of facing opposition if a deal is put to a shareholder vote. are collectively referred to herein as the Filers). matters. C to Schedule 13D, each person controlling such Reporting Persons, as described herein (each, a Control Person and, collectively, KEY INFORMATION (a) Full name of discloser: Rothermere . DMGT officially delisted and cancelled trading from the London Stock Exchange, ending its 90 year history.Perhaps this tweet sums it up? 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 Daily Mail owner said . Harold Harmsworth made the Mail a very popular newspaper, but has been criticised for supporting Adolf Hitler as the Nazi party rose to power in Germany. Rothermere. The Rothermere family already own just over a third of DMGT and 100% of the company's voting rights. 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 . Since 1995, three years before the Hon Jonathan Harmsworth (as he then was) inherited the Daily Mail & General Trust plc empire from his father, the 3rd Viscount, the group has been controlled through a company, Rothermere Continuation Ltd, registered in Bermuda but run from Jersey. The publisher of the Daily Mail has been reorganising the business through disposals and targeted acquisitions of its own in recent years, having bought the New Scientist magazine in a 70m deal in March, as well as the i newspaper in a 49.6m deal two years ago. Under the proposed deal, which is contingent on selling the RMS unit, Rothermere Continuation Ltd. would pay 251 pence per share in cash and a special dividend valued at about 610 pence per share which includes cash from the asset sale and a distribution of stock in online auto-marketplace startup Cazoo the London-based company said in . The Rothermeres own approximately 30.3% of DMGTs non-voting shares and as a result of a deal completed in 2013, control all of the voting shares in the group. If 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.