TIDMOTMP
RNS Number : 0943W
OnTheMarket plc
07 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
7 December 2023
RECOMMED CASH ACQUISITION
of
ONTHEMARKET PLC ( "OnTheMarket" or the "Company")
by
COSTAR UK LIMITED ("CoStar UK"),
a wholly-owned, indirect subsidiary
of
COSTAR GROUP, INC. ("CoStar")
COURT SANCTION OF SCHEME OF ARRANGEMENT, EXERCISE OF OPTIONS AND
ADMISSION TO TRADING ON AIM, SUSPENSION OF DEALINGS AND RULE 2.9
ANNOUNCEMENT
On 19 October 2023, the Boards of CoStar UK and OnTheMarket
announced that they had reached agreement on the terms of a
recommended all cash offer pursuant to which CoStar UK, a
wholly-owned, indirect subsidiary of CoStar, would acquire the
entire issued and to be issued share capital of OnTheMarket (the
"Acquisition"). The Acquisition is being effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), full details of which were sent,
or made available, to the shareholders of OnTheMarket in the
circular dated 7 November 2023 (the "Scheme Document").
On 4 December 2023, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Special Resolution in connection with the implementation of the
Scheme was passed by the requisite majority of OnTheMarket
Shareholders at the General Meeting.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
Sanction of the Scheme
The Boards of OnTheMarket and CoStar UK are pleased to announce
that, on 7 December 2023, the High Court of Justice in England and
Wales made an order sanctioning the Scheme under section 899 of the
Companies Act.
The Scheme will become Effective upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 12 December 2023.
Next steps
In order to satisfy the exercise of certain OnTheMarket Share
Awards under the OnTheMarket Share Plans with effect from, or
immediately prior to (as the case may be), the sanction of the
Scheme by the Court, including by certain persons discharging
managerial responsibilities ("PDMRs") of the Company (as set out in
the disclosures below), the Company has allotted and issued,
subject to the Scheme being sanctioned by the Court, 4,903,471
OnTheMarket Shares to the OnTheMarket EBT Trustee (the "First
Tranche OnTheMarket Share Award Shares").
Application for admission of the First Tranche OnTheMarket Share
Award Shares to trading on AIM ("First Admission") has been made
and admission is expected to occur at 8.00 a.m. on 11 December
2023. The First Tranche OnTheMarket Share Award Shares will rank
pari passu with the OnTheMarket Shares in issue at such time.
OnTheMarket confirms that the last day of dealings in, and for
registrations of transfers of, OnTheMarket Shares (including the
First Tranche OnTheMarket Share Award Shares) will be 11 December
2023 and the Scheme Record Time will be 6.00 p.m. on 11 December
2023. Scheme Shareholders on OnTheMarket's register of members at
the Scheme Record Time will, upon the Scheme becoming Effective, be
entitled to receive the consideration under the Scheme.
Dealings in OnTheMarket Shares (including the First Tranche
OnTheMarket Share Award Shares) on AIM will be suspended from 7:30
a.m. on 12 December 2023. The suspension is made pursuant to
OnTheMarket's application to the London Stock Exchange and is being
effected as part of the Scheme.
In addition, in order to satisfy the exercise of certain
additional OnTheMarket Share Awards under the OnTheMarket Share
Plans on the day immediately following the Effective Date, the
Company has allotted and issued, subject to and conditional upon
the Scheme becoming Effective, 269,478 OnTheMarket Shares to the
OnTheMarket EBT Trustee (the "Second Tranche OnTheMarket Share
Award Shares").
Application for admission of the Second Tranche OnTheMarket
Share Award Shares to trading on AIM ("Second Admission") has been
made and admission is expected to occur at 8.00 a.m. on 13 December
2023. The Second Tranche OnTheMarket Share Award Shares will rank
pari passu with the OnTheMarket Shares in issue at such time. The
Second Tranche OnTheMarket Share Award Shares will be acquired by
CoStar UK pursuant to the relevant provisions in the Amended
OnTheMarket Articles.
It is further expected that, subject to the Scheme becoming
Effective on 12 December 2023, the cancellation of admission to
trading of OnTheMarket Shares on AIM will take effect from 7:00
a.m. on 14 December 2023.
A further announcement will be made when the Scheme becomes
Effective.
Rule 2.9 disclosure and total voting rights
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code"), on First Admission, OnTheMarket will have in
issue 85,111,256 ordinary shares of 0.2 pence each ("OnTheMarket
Shares") with no OnTheMarket Shares held in treasury. The
International Securities Identification Number ("ISIN") for the
OnTheMarket Shares is GB00BFN3K335.
This figure of 85,111,256 OnTheMarket Shares may also be used by
shareholders, from First Admission, as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
On Second Admission, OnTheMarket will have in issue 85,380,734
OnTheMarket Shares with no OnTheMarket Shares held in treasury.
This figure of 85,380,734 OnTheMarket Shares may also be used by
shareholders, from Second Admission, as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Jason Tebb
----------------- -----------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status Chief Executive Officer
----------------- -----------------------------------------------------
b) Initial Initial Notification
notification/
Amendment
----------------- -----------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name OnTheMarket plc
----------------- -----------------------------------------------------
b) LEI N/A
----------------- -----------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------
a) Description Ordinary shares of 0.2p in OnTheMarket plc.
of the
financial
instrument,
type of
instrument
ISIN: GB00BFN3K335
Identification
code
----------------- -----------------------------------------------------
b) Nature Exercise of options to acquire shares in OnTheMarket
of the plc
transaction
----------------- -----------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s)
Nil exercise 1,943,878 - OnTheMarket Option
price Plan 2017
Nil exercise 254,168 - OnTheMarket plc
price Deferred Bonus Plan 2019
-------------------------------
----------------- -----------------------------------------------------
d) Aggregated
information
Aggregated N/A
volume
Price
----------------- -----------------------------------------------------
e) Date of 7 December 2023
the transaction
----------------- -----------------------------------------------------
f) Place of Outside Trading Venue
the transaction
----------------- -----------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Tom Carter
----------------- -----------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status Chief Financial Officer
----------------- -----------------------------------------------------
b) Initial Initial Notification
notification/
Amendment
----------------- -----------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name OnTheMarket plc
----------------- -----------------------------------------------------
b) LEI N/A
----------------- -----------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------
a) Description Ordinary shares of 0.2p in OnTheMarket plc.
of the
financial
instrument,
type of
instrument
ISIN: GB00BFN3K335
Identification
code
----------------- -----------------------------------------------------
b) Nature Exercise of options to acquire shares in OnTheMarket
of the plc
transaction
----------------- -----------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s)
Nil exercise 215,079 - OnTheMarket
price Option Plan 2017
----------------- -----------------------------------------------------
d) Aggregated
information
Aggregated N/A
volume
Price
----------------- -----------------------------------------------------
e) Date of 7 December 2023
the transaction
----------------- -----------------------------------------------------
f) Place of Outside Trading Venue
the transaction
----------------- -----------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Helen Whiteley
----------------- -----------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status Chief Commercial Officer
----------------- -----------------------------------------------------
b) Initial Initial Notification
notification/
Amendment
----------------- -----------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name OnTheMarket plc
----------------- -----------------------------------------------------
b) LEI N/A
----------------- -----------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------
a) Description Ordinary shares of 0.2p in OnTheMarket plc.
of the
financial
instrument,
type of
instrument
ISIN: GB00BFN3K335
Identification
code
----------------- -----------------------------------------------------
b) Nature Exercise of options to acquire shares in OnTheMarket
of the plc
transaction
----------------- -----------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s)
Nil exercise 1,733,184 - OnTheMarket Management
price Incentive Plan
528,190 - OnTheMarket Option
Plan 2017
Nil exercise 183,484 - OnTheMarket plc
price Deferred Bonus Plan 2019
-----------------------------------
----------------- -----------------------------------------------------
d) Aggregated
information
Aggregated N/A
volume
Price
----------------- -----------------------------------------------------
e) Date of 7 December 2023
the transaction
----------------- -----------------------------------------------------
f) Place of Outside Trading Venue
the transaction
----------------- -----------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Morgan Ross
----------------- -----------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status Product & Technology Director
----------------- -----------------------------------------------------
b) Initial Initial Notification
notification/
Amendment
----------------- -----------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name OnTheMarket plc
----------------- -----------------------------------------------------
b) LEI N/A
----------------- -----------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------
a) Description Ordinary shares of 0.2p in OnTheMarket plc.
of the
financial
instrument,
type of
instrument
ISIN: GB00BFN3K335
Identification
code
----------------- -----------------------------------------------------
b) Nature Exercise of options to acquire shares in OnTheMarket
of the plc
transaction
----------------- -----------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s)
Nil exercise 488,611 - OnTheMarket Option
price Plan 2017
Nil exercise 150,583 - OnTheMarket plc
price Deferred Bonus Plan 2019
-----------------------------
----------------- -----------------------------------------------------
d) Aggregated
information
Aggregated N/A
volume
Price
----------------- -----------------------------------------------------
e) Date of 7 December 2023
the transaction
----------------- -----------------------------------------------------
f) Place of Outside Trading Venue
the transaction
----------------- -----------------------------------------------------
General
All references in this announcement to times are to London time
unless otherwise stated. The expected timetable of principal events
for the implementation of the Scheme remains as set out in the
results of Court Meeting and the General Meeting announcement
released on 4 December 2023. The dates and times given are
indicative only and are based on OnTheMarket's current expectations
and may be subject to change (including as a result of changes to
the regulatory timetable). If any of the expected times and/or
dates change, the revised times and/or dates will be notified to
OnTheMarket Shareholders by announcement through a Regulatory
Information Service.
Save where otherwise defined herein, capitalised terms and
expressions used in this announcement have the meanings given to
them in the Scheme Document.
Enquiries
OnTheMarket Tel: +44 20 7353 4200
Jason Tebb
Tom Carter
Zeus (Rule 3 adviser, joint financial Tel: +44 20 3829 5000
adviser, nominated adviser and joint corporate
broker to OnTheMarket)
Jamie Peel
Benjamin Robertson
James Hornigold
Shore Capital (joint financial adviser Tel: +44 20 7408 4090
and joint corporate broker to OnTheMarket)
Daniel Bush
Fiona Conroy
Iain Sexton
Teneo (PR adviser to OnTheMarket) Tel: +44 20 7353 4200
Giles Kernick
Barnaby Harrison
CoStar and CoStar UK Tel: +1 202 346 6500
Scott Wheeler
Cyndi Eakin
Gene Boxer
Goldman Sachs (sole financial adviser Tel: +1 212 902 1000
to CoStar and CoStar UK) Tel: +44 20 7774 1000
Barry O'Brien Tel: +1 212 902 1000
Warren Stables
Tim Creamer
FGS Global (PR adviser to CoStar and Tel: +44 20 7251 3801
CoStar UK)
James Murgatroyd
Gordon Simpson
Important notices
Zeus Capital Limited ("Zeus"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as Rule 3 adviser,
joint financial adviser, nominated adviser and joint corporate
broker to OnTheMarket and no one else in connection with the
matters referred to in this announcement and will not regard any
other person as its client in relation to such matters and will not
be responsible to anyone other than OnTheMarket for providing the
protections afforded to clients of Zeus, nor for providing advice
in relation to any matter referred to in this announcement. Neither
Zeus nor any of its 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 Zeus in connection with the matters referred to
in this announcement, any statement contained herein or
otherwise.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together or individually, "Shore Capital"),
which are authorised and regulated in the United Kingdom by the
FCA, are acting as joint financial adviser and joint corporate
broker to OnTheMarket and no one else in connection with the
matters referred to in this announcement and will not regard any
other person as their client in relation to such matters and will
not be responsible to anyone other than OnTheMarket for providing
the protections afforded to clients of Shore Capital, nor for
providing advice in relation to any matter referred to in this
announcement. Neither Shore Capital nor any of their 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 Shore
Capital in connection with the matters referred to in this
announcement, any statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom, and Goldman
Sachs & Co. LLC, which is regulated by FINRA, are acting
exclusively for CoStar and CoStar UK as financial advisers and no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
CoStar and CoStar UK for providing the protections afforded to
clients of Goldman Sachs, or for providing advice in relation to
the matters referred to in this announcement. None of Goldman Sachs
International, Goldman Sachs & Co. LLC or any of their
respective subsidiaries, affiliates or branches, nor their
respective partners, directors, officers employees or agents owes
or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Goldman Sachs International or Goldman Sachs & Co. LLC in
connection with this announcement, any statement contained herein
or otherwise.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition is being implemented solely through and on the terms
set out in the Scheme Document and the accompanying Forms of Proxy
(or, in the event that the Acquisition is to be implemented by
means of a Takeover Offer, the Offer Document and form of
acceptance), which contains the full terms and conditions of the
Acquisition. Any approval, decision or other response to the
Acquisition should be made only on the basis of the information in
the Scheme Document (or if the Acquisition is implemented by way of
a Takeover Offer, the Offer Document). OnTheMarket Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition.
This announcement does not constitute a prospectus or prospectus
exempted document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and the publication of this announcement shall
not give rise to any implication that there has been no change in
the facts set forth in this announcement since such date.
Overseas Shareholders
This announcement has been prepared for the purpose of complying
with English law, the AIM Rules, the Code and the Market Abuse
Regulation and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulations and such laws and/or regulations may affect
the availability of the Acquisition to persons who are not resident
in the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe,
any applicable requirements. Any failure to comply with the
applicable legal or regulatory requirements may constitute a
violation of the laws and/or regulations of any such jurisdiction.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility
and liability for the violation of such restrictions by any
person.
Any person (including, without limitation, nominees, trustees
and custodians) who would, or otherwise intends to, forward this
announcement, the Scheme Document or any accompanying document(s)
to any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any
action. The Acquisition will be subject to the applicable
requirements of the Code, the Takeover Panel, the London Stock
Exchange (including the AIM Rules) and the FCA.
Unless otherwise determined by CoStar and/or CoStar UK or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of, a Restricted
Jurisdiction, and no person may vote in favour of the Scheme, and
any Takeover Offer will not be capable of acceptance, by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and the
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded
or distributed in, into or from a Restricted Jurisdiction and
persons receiving this announcement (including custodians, nominees
and trustees) must not distribute or send it into or from a
Restricted Jurisdiction.
In the event that the Acquisition is implemented by way of a
Takeover Offer and extended into the US, CoStar UK will do so in
satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto.
The Acquisition relates to the shares of a company incorporated
in England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. A transaction effected
by means of a scheme of arrangement is not subject to the
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation and tender offer rules.
If CoStar UK were to elect to implement the Acquisition by means
of a Takeover Offer, such Takeover Offer shall be made in
compliance with all applicable laws and regulations, including
section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such Takeover Offer would be made in the US by CoStar UK and no one
else.
In addition to any such Takeover Offer, CoStar UK, certain
affiliated companies and the nominees or brokers (acting as agents)
of CoStar UK and/or such affiliated companies may make certain
purchases of, or arrangements to purchase, OnTheMarket Shares
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made, they would be made outside
the United States in compliance with applicable law, including the
US Exchange Act.
The receipt of cash consideration by an OnTheMarket Shareholder
for the transfer of their OnTheMarket Shares pursuant to the Scheme
will be a taxable transaction for United States federal income tax
purposes and under applicable US state and local, as well as
overseas and other, tax laws. In certain circumstances, OnTheMarket
Shareholders that are not US persons and that receive cash
consideration pursuant to the Scheme may be subject to US
withholding tax. Each OnTheMarket Shareholder is urged to consult
an independent professional adviser regarding the applicable tax
consequences of the Acquisition, including under applicable United
States, state and local, as well as overseas and other tax
laws.
Financial information relating to OnTheMarket included in this
announcement or included in the Scheme Document has been prepared
in accordance with accounting standards applicable in the United
Kingdom and may not be comparable to the financial statements of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States ("US GAAP"). US GAAP differs in certain significant
respects from accounting standards applicable in the United
Kingdom.
It may be difficult for a US-based investor to enforce their
rights and any claim they may have arising under US securities laws
since the Scheme relates to the shares of a company incorporated
under the laws of, and located in, the United Kingdom, and some or
all of its officers and directors may be residents of non-US
jurisdictions. A US-based investor may not be able to sue a company
located in the United Kingdom, or its officers or directors, in a
foreign court for alleged violations of US securities laws, and it
may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Forward-looking statements
This announcement may contain certain "forward-looking
statements" with respect to OnTheMarket, CoStar UK and CoStar.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to,
statements relating to the following: (a) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; and (b) business and management
strategies of CoStar, CoStar UK and/or OnTheMarket and the
expansion and growth of OnTheMarket.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
CoStar, CoStar UK or OnTheMarket, nor any of their respective
associates, directors, officers, employees 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 undue reliance on such forward-looking statements, which
speak only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to CoStar, CoStar UK or
OnTheMarket or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this announcement. CoStar,
CoStar UK and OnTheMarket assume no obligation to update publicly
or revise forward-looking or other statements contained in this
announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for CoStar, CoStar UK or OnTheMarket in
respect of any period and no statement in this announcement should
be interpreted to mean that earnings or earnings per OnTheMarket
Share for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per
OnTheMarket Share.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on OnTheMarket's website at
https://plc.onthemarket.com/recommended-cash-acquisition/ by no
later than 12:00 noon on the Business Day following the date of
this announcement. Neither the contents of this website nor the
content of any other website accessible from hyperlinks on such
website is incorporated into, or forms part of, this
announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting OnTheMarket's registrar, Link Group, on +44 (0) 371 664
0321 between 9.00 a.m. and 5.30 p.m. Monday to Friday (London
time), excluding public holidays in England and Wales, or by
submitting a request in writing to Link Group, Central Square, 29
Wellington Street, Leeds LS1 4DL or by e-mail to
shareholderenquiries@linkgroup.co.uk. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Acquisition nor give any nancial, legal or tax advice. A
hard copy of this announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition
should be in hard copy form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (a) the offeree company; and (b) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm on the 10th Business Day (as defined in the Code) following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm on the 10th Business Day (as defined in the
Code) following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (a) the offeree company; and (b) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm on the
Business Day (as defined in the Code) following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
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END
SOAFSDFWWEDSEEE
(END) Dow Jones Newswires
December 07, 2023 12:28 ET (17:28 GMT)
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