TIDMOTMP
RNS Number : 5125W
OnTheMarket plc
12 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
12 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")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
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 was to be 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.
On 7 December 2023, the Boards of OnTheMarket and CoStar UK
announced, amongst other things, that the Court had sanctioned the
Scheme on 7 December 2023.
The Boards of OnTheMarket and CoStar UK are pleased to announce
that the Scheme has today become Effective in accordance with its
terms, following delivery of the Court Order to the Registrar of
Companies, and the entire issued and to be issued ordinary share
capital of OnTheMarket is now owned by CoStar UK.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
All references in this announcement to times are to times in
London, unless otherwise stated.
Settlement
Under the terms of the Scheme, Scheme Shareholders on the
register of members of OnTheMarket at the Scheme Record Time, being
6.00 p.m. on 11 December 2023, are entitled to receive 110 pence in
cash for every Scheme Share held. Cheques will be dispatched to
Scheme Shareholders holding Scheme Shares in certificated form and
the CREST accounts of Scheme Shareholders holding Scheme Shares in
uncertificated form will be credited within 14 days of today's
date.
Board changes
As the Scheme has now become Effective, OnTheMarket announces
that Christopher Bell, Ian Francis and Rupert Sebag-Montefiore have
tendered their resignations as directors of the Company and have
stepped down from the board of the Company effective from today's
date. In addition, Jason Tebb, Helen Whiteley and Tom Carter have
also resigned as directors of the Company and stepped down from the
board of the Company effective from today's date but will continue
to be employed by the Company in their current management positions
and Scott Wheeler, Catherine Bland, Matthew Green and Robin
Rossmann have been appointed as directors of the Company effective
from today's date.
Suspension and cancellation of trading
Trading in OnTheMarket Shares on AIM was suspended with effect
from 7.30 a.m. today, 12 December 2023. Following the application
by OnTheMarket to the London Stock Exchange, the cancellation of
admission to trading of OnTheMarket Shares on AIM is expected to be
effective as of 7.00 a.m. on 14 December 2023.
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 has been implemented solely through and on the terms
set out in the Scheme Document and the accompanying Forms of Proxy,
which contained the full terms and conditions of 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 was subject to the applicable requirements
of the Code, the Takeover Panel, the London Stock Exchange
(including the AIM Rules) and the FCA.
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.
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 was 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.
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 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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
SOAFLLFFXLLZFBZ
(END) Dow Jones Newswires
December 12, 2023 06:47 ET (11:47 GMT)
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