D.C. Thomson & Company Limited - Petition Scheme of Arrangement

D.C. Thomson & Company Limited
Registered in Scotland, Company No.SC005830

Notice is hereby given that a Petition (the “Petition”) was presented to the Court of Session (the “Court”) on 28 January 2026 by D.C. Thomson & Company Limited (“DCT”), a private limited company incorporated under the Companies Acts 1862 to 1900 (company number SC005830) with its registered office at Courier Buildings, 2 Albert Square, Dundee, Scotland, DD1 9QJ for the sanction of a Scheme of Arrangement (the “Scheme”), pursuant to Part 26 of the Companies Act 2006 (the “Act”) between DCT and the DCT Scheme Shareholders (as defined in the Scheme).
At a meeting held under the authority of the Court in respect of all shares on
3 March 2026 (the “Court Meeting”), the DCT Scheme Shareholders voted to approve the Scheme. At a general meeting held on the same date, DCT passed the related special resolutions.
Following the Court Meeting, and by order dated 28 January 2026, the Court: (i) ordered that the Petition should be advertised once in each of The Edinburgh Gazette and The Scotsman newspapers; and (ii) allowed all persons claiming an interest in the Petition to lodge written answers to the Petition, if so advised, at the Court, Parliament House, Parliament Square, Edinburgh, EH1 1RQ, within 14 days after the publication of the last of those advertisements.
The Court hearing to sanction the Scheme is expected to be held on
19 March 2026 at the Court, the address of which is set out above.
A copy of the circular (the “Circular”) incorporating the Scheme and the explanatory statement required to be furnished pursuant to section 897 of the Act has been published and is available for DCT Scheme Shareholders (as defined in the Scheme) has been sent to, among others, the DCT Scheme Shareholders.
Any DCT Scheme Shareholder, or other person who considers that he or she has an interest in the Scheme (each an “Interested Party”) and who is concerned that the Scheme may adversely affect them, is entitled to lodge written answers to the Petition and to be heard by the Court, as explained below.
If an Interested Party wishes to raise concerns in relation to the Scheme with the Court or appear at the Court hearing, he or she should seek independent legal advice and lodge written answers to the Petition with the Court at the above address within 14 days after the publication of the last of the advertisements referred to above and pay the required fee. Written answers are a formal Court document which must comply with the rules of the Court and are normally prepared by Scottish counsel.
The Court may also consider written objections which are not in the form of written answers and/or allow an Interested Party who has not lodged written answers to appear at the Court hearing. Each Interested Party should note that, although the practice of the Court is to consider informal objections made in person or in writing, the Court may require an Interested Party to lodge written answers in order to raise objections to the Scheme and/or appear at the Court hearing.
Brodies LLP
58 Morrison Street, Edinburgh, EH3 8BP
Solicitors for DCT