TIDMCWD TIDMTTM
RNS Number : 2046R
Countrywide PLC
04 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
4 March 2021
RECOMMED CASH ACQUISITION
of
COUNTRYWIDE PLC
by
CONNELLS LIMITED
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 31 December 2020, the boards of Countrywide plc
("Countrywide") and Connells Limited ("Connells") announced that
they had agreed the terms of a recommended acquisition of the
entire issued and to be issued ordinary share capital of
Countrywide by Connells (the "Acquisition") to be effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme"). The circular in relation to the
Scheme (the "Scheme Document") was posted to Countrywide
Shareholders on 22 January 2021.
Countrywide is pleased to announce that the High Court of
Justice in England and Wales has today sanctioned the Scheme
pursuant to which the Acquisition is being implemented.
It is anticipated that the Effective Date will be 8 March 2021,
which is when a copy of the Court Order is expected to be delivered
to the Registrar of Companies. There has been no change to the
expected timetable of principal events for the Acquisition set out
in the announcement made by Countrywide in relation to the
Acquisition on 25 February 2021.
Applications have been made for the suspension of trading in
Countrywide Shares on the London Stock Exchange's main market for
listed securities and the listing of Countrywide Shares on the
premium listing segment of the Official List of the Financial
Conduct Authority and such suspensions are expected to take effect
from 7:30 a.m. on 8 March 2021. The last day of dealings in, and
for the registration and transfer of, the Countrywide Shares will
therefore be 5 March 2021. The de-listing of Countrywide Shares
from the premium listing segment of the Official List of the
Financial Conduct Authority and the cancellation of the admission
to trading of Countrywide Shares on the London Stock Exchange's
main market for listed securities have also been applied for and
will, subject to the Scheme becoming Effective, take effect by 7:30
a.m. (London time) on 9 March 2021.
A further announcement will be made when the Scheme has become
Effective.
Full details of the Acquisition are set out in the Scheme
Document published on 22 January 2021.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries
Countrywide
Analysts and investors investor@countrywide.co.uk
Philip Bowcock, Interim CEO
Himanshu Raja, Chief Financial Officer
Media press.office@countrywide.co.uk
Natalie Gunson
Jefferies (Joint Financial Adviser Tel: +44 (0) 20 7029
and Joint Corporate Broker to Countrywide) 8000
Paul Nicholls
Paul Bundred
William Brown
Barclays (Joint Financial Adviser Tel: +44 (0) 20 7623
and Joint Corporate Broker to Countrywide) 2323
Robert Mayhew
Osman Akkaya
Brunswick Group (Financial PR for Tel: +44 (0) 20 7404
Countrywide) 5959
Kim Fletcher
Diana Vaughton
Connells c/o MHP Communications
David Livesey, Group Chief Executive
Richard Twigg, Group Finance & Commercial
Director
Evercore (Financial adviser to Connells
and Skipton)
Edward Banks
Tariq Ennaji +44 (0)20 7653 6000
Liberum (Corporate broker to Connells
and Skipton)
Richard Crawley
Jamie Richards +44 (0)20 3100 2000
MHP Communications (PR adviser to +44 (0)20 3128 8793
Connells) +44 (0)20 3128 8658
Reg Hoare connells@mhpc.com
Peter Hewer
Slaughter and May is acting as legal adviser to Countrywide.
Clifford Chance LLP is acting as legal adviser to Connells and
Skipton Building Society ("Skipton").
Important notice
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction, whether pursuant to this
announcement or otherwise.
This announcement does not constitute a prospectus or prospectus
exempted document.
Disclaimers
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA"), is acting as Joint Financial Adviser and
Joint Corporate Broker to Countrywide and no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this
announcement. In connection with such matters, Jefferies, its
affiliates and its and their respective partners, directors,
officers, employees, representatives and agents will not regard any
person other than Countrywide as their client, nor will they be
responsible to anyone other than Countrywide for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to in this announcement.
Barclays Bank PLC ("Barclays"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the FCA and the Prudential Regulation Authority, is acting as
Joint Financial Adviser and Joint Corporate Broker exclusively for
Countrywide and no one else in connection with the matters set out
in this announcement and will not be responsible to anyone other
than Countrywide for providing the protections afforded to clients
of Barclays, nor for providing advice in relation to any matter
referred to herein.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the FCA in the UK, is acting
exclusively as financial adviser to Connells and Skipton and no one
else in connection with the Acquisition and will not be responsible
to anyone other than Connells or Skipton for providing the
protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither
Evercore nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Evercore
in connection with this announcement, any statement contained
herein, the Acquisition or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by FSMA, or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Evercore nor any of its affiliates
accepts any responsibility or liability whatsoever for the contents
of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to
the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or
purported to be made by it, or on its behalf, in connection with
Connells, Skipton or the matters described in this announcement. To
the fullest extent permitted by applicable law, Evercore and its
affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or any statement contained therein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Connells and Skipton and no one else in connection with the
Acquisition. Liberum will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to
the Acquisition and will not be responsible to anyone other than
Connells and Skipton for providing the protections afforded to its
clients or for providing any advice in relation to matters or
arrangements referred to herein. Apart from the responsibilities
and liabilities, if any, which may be imposed on Liberum by the
FSMA or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where the exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, Liberum does not accept any responsibility
whatsoever for, and makes no representation or warranty, express or
implied, as to the contents of this announcement or for any other
statement made or purported to be made by it, or on its behalf, in
connection with Connells or Skipton and nothing in this
announcement will be relied upon as a promise or representation in
this respect, whether or not to the past or future. Liberum
accordingly, to the fullest extent permitted by law, disclaims all
and any responsibility or liability, whether arising in tort,
contract or otherwise (save as referred to above), which it might
otherwise have in respect of this announcement or any such
statement.
Overseas jurisdictions
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Countrywide Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders is contained in the Scheme
Document.
Unless otherwise determined by Connells or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition.
Notice to US investors in Countrywide
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
Connells, its affiliates, their advisors, and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Countrywide outside the
Acquisition, such as in open market purchases or privately
negotiated purchases, during the period in which the Acquisition
remains open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the US and
would comply with applicable law, including United Kingdom laws and
the US Exchange Act. Any such purchases by Connells or its
affiliates will not be made at prices higher than the price of the
Acquisition provided in this announcement unless the price of the
Acquisition is increased accordingly. Any information about such
purchases or arrangements to purchase shall be disclosed as
required under United Kingdom laws and will be available to all
investors (including US investors) via the Regulatory Information
Service and shall be available on the London Stock Exchange website
at www.londonstockexchange.com. To the extent that such information
is required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the
United States.
US holders of Countrywide Shares and Countrywide ADR Holders may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgement.
Neither the Acquisition nor this announcement have been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other US
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Acquisition, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
The receipt of cash consideration by a US Countrywide
Shareholder for the transfer of its Countrywide Shares pursuant to
the Acquisition shall be a taxable transaction for US federal
income tax purposes. Each US Countrywide Shareholder is urged to
consult their independent legal, tax and financial advisers
regarding the tax consequences of the Acquisition applicable to
them, including under applicable US state and local, as well as
overseas and other, tax laws.
American Depositary Shares and American Depositary Receipts
Countrywide and Connells are aware that there is an
"unsponsored" American Depositary Receipt Program concerning
Countrywide Shares. The Acquisition is not being made for American
Depositary Shares representing Countrywide Shares ("ADSs"), nor for
American Depositary Receipts evidencing such ADSs ("ADRs").
However, the Acquisition is being made for the Countrywide Shares
that are represented by the ADSs. Holders of ADSs and ADRs are
encouraged to consult with the appropriate depositary regarding the
tender of Countrywide Shares that are represented by ADSs.
Countrywide and Connells are unaware of whether any respective
depositary will make arrangements to tender the underlying
Countrywide Shares into the Acquisition on behalf of holders of
ADSs or ADRs.
Generally, holders of ADSs may be able to present their ADSs to
the appropriate depositary for cancellation and (upon compliance
with the terms of the deposit agreement relating to the
"unsponsored" American Depositary Receipt Program concerning
Countrywide Shares, including payment of the depositary's fees and
any applicable transfer fees, taxes and governmental charges)
delivery of Countrywide Shares to them, in order to become
shareholders of Countrywide. The Countrywide Shares delivered to
holders of ADSs upon such cancellation may then be tendered into
the Acquisition. Holders of ADSs should consult with the relevant
depositary regarding their ability to obtain the underlying
Countrywide Shares and the applicable procedures. Holders of ADSs
should be aware, however, that in order to tender in this manner,
they may need to have an account in the United Kingdom into which
the Countrywide Shares can be delivered.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Connells and
Countrywide contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Connells and Countrywide about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected timing of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"projects", "strategy", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Connells
and Countrywide believe that the expectations reflected in such
forward-looking statements are reasonable, Connells and Countrywide
can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
Neither Connells nor Countrywide nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements. Other than
in accordance with their legal or regulatory obligations, neither
Connells nor Countrywide is under any obligation, and Connells and
Countrywide expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Publication on a website
This announcement, will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Connells website at
https://www.connellsgroup.co.uk/microsite and on Countrywide's
website at
https://www.countrywide.co.uk/corporate/investor-relations/investing-in-countrywide/disclaimer-offer-by-connells-limited/
by no later than 12.00 noon on the Business Day following
publication of this announcement. The content of the websites
referred to in this announcement is not incorporated into and does
not form part of this announcement.
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END
STRFLFVLVFISIIL
(END) Dow Jones Newswires
March 04, 2021 06:33 ET (11:33 GMT)
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