TIDMCWD
RNS Number : 8106M
Connells Limited
25 January 2021
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 OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 January 2021
RECOMMED INCREASED CASH ACQUISITION
of
COUNTRYWIDE PLC
by
CONNELLS LIMITED
CONNELLS ACQUIRES ALCHEMY'S STAKE IN COUNTRYWIDE
On 31 December 2020, the boards of Connells and Countrywide
announced that they had reached agreement on the terms of a
recommended cash offer by Connells for Countrywide (the
"Recommended Offer Announcement"), pursuant to which Connells will
acquire all of the issued and to be issued share capital of
Countrywide (the "Acquisition"), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
On 22 January 2021, Connells and Countrywide announced that a
circular in relation to the Scheme (the "Scheme Document") had been
published on Countrywide's website at
https://www.countrywide.co.uk/corporate/investor-relations/investing-in-countrywide/disclaimer-offer-by-connells-limited/
and on Connells' website at
https://www.connellsgroup.co.uk/microsite. On the same day, Alchemy
Partners ("Alchemy") confirmed that it does not intend to make an
offer for the entire issued and to be issued share capital of
Countrywide pursuant to Rule 2.7 of the Takeover Code.
Consequently, Alchemy and any person acting in concert with it is,
except with the consent of the Panel on Takeovers and Mergers,
bound by the restrictions contained in Rule 2.8 of the Takeover
Code.
Today, Connells is pleased to announce that it has acquired the
entire shareholding of 895,360 Countrywide Shares held by Alchemy,
representing approximately 2.73 per cent. of the existing issued
ordinary share capital of Countrywide as at 22 January 2021, being
the last Business Day prior to the date of this announcement.
Therefore, Connells now owns or has received irrevocable support
for the Acquisition from Countrywide Shareholders in respect of a
total of 18,062,030 Countrywide Shares in aggregate, representing
approximately 55.13 per cent. of the existing issued ordinary share
capital of Countrywide as at 22 January 2021, being the last
Business Day prior to the date of this announcement.
Capitalised terms used and not defined in this announcement have
the same meanings given to them in the Scheme Document.
As described in the Scheme Document, as at 20 January 2021,
Connells owned or had received irrevocable support for the
Acquisition from Countrywide Shareholders in respect of, in
aggregate, 17,166,670 Countrywide Shares (representing
approximately 52.40 per cent. of the existing issued ordinary share
capital of Countrywide), as set out below:
-- Connells had received irrevocable undertakings to vote,
procure votes or issue instructions to vote in favour of the Scheme
at the Court Meeting and the Special Resolution relating to the
Acquisition at the General Meeting (or, in the event that the
Acquisition is implemented by a Takeover Offer, to accept or
procure acceptance of such Takeover Offer) from each of those
Countrywide Directors who hold Countrywide Shares, Hosking Partners
LLP, Jeremy John Hosking and Django O'Connell Davidson (being
persons associated with Hosking Partners LLP), OCM Luxembourg
Castle Holdings S.à r.l., OCM Luxembourg EPF III Castle Holdings
S.à r.l. and Catalist Partners, in respect of 15,246,675
Countrywide Shares (representing approximately 46.54 per cent. of
the existing issued ordinary share capital of Countrywide as at the
Latest Practicable Date); and
-- On 31 December 2020, Connells announced that it had received
a letter of intent from Schroder Investment Management Limited
("Schroders") to vote or procure votes in favour of the Scheme at
the Court Meeting and the Special Resolution relating to the
Acquisition at the General Meeting (or in the event that the
Acquisition was implemented by a Takeover Offer, to accept or
procure acceptance of such Takeover Offer) in respect of 1,504,612
Countrywide Shares. On 7 January 2021, Connells announced that it
had purchased Schroders' entire holding of Countrywide Shares
(being 1,919,995 Countrywide Shares as at the date of purchase,
including the 1,504,612 Countrywide Shares subject to the letter of
intent) and, accordingly, Schroders' letter of intent ceased to
have effect.
As a result of the acquisition by Connells of the entire
shareholding of Alchemy in Countrywide, Connells now owns or has
received irrevocable undertakings to vote, procure votes or (if
applicable) issue instructions to vote in favour of the Scheme at
the Court Meeting and the resolutions relating to the Acquisition
at the Countrywide General Meeting (or in the event that the
Acquisition is implemented by a Takeover Offer, to accept or
procure acceptance of or (if applicable) issue instructions to
accept such Takeover Offer) in respect of 18,062,030 Countrywide
Shares in aggregate representing approximately 55.13 per cent. of
the existing issued ordinary share capital of Countrywide as at 22
January 2021, being the last Business Day prior to the date of this
announcement.
Unless otherwise stated, all percentages expressed to be of
Countrywide's issued share capital or total issued share capital
are of Countrywide's total issued share capital, excluding 63,049
shares held in treasury.
Enquiries:
Connells
David Livesey, Group Chief Executive c/o MHP Communications
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 Connells)
Reg Hoare +44 (0)20 3128 8793
Peter Hewer +44 (0)20 3128 8658
connells@mhpc.com
Clifford Chance LLP is acting as legal adviser to Connells and
Skipton.
Further information
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.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any acceptance 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).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
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. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Countrywide Shares
with respect to the Scheme at the Court Meeting, or to appoint
another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. 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 will be 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. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
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.
If, in the future, Connells exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into
the US, such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14I and
Regulation 14E under the US Exchange Act. Such a takeover would be
made in the United States by Connells and no one else.
In the event that the Acquisition is implemented by way of
Takeover Offer, in accordance with, and to the extent permitted by,
the Takeover Code and normal UK market practice, Evercore, Liberum
and Barclays and their respective affiliates may continue to act as
exempt principal traders or exempt market makers in Countrywide
Shares on the London Stock Exchange and will engage in certain
other purchasing activities consistent with their respective normal
and usual practice and applicable law, as permitted by Rule
14e-5(b)(9) under the US Exchange Act. In addition, 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.
It may be difficult for US holders of Countrywide Shares and
Countrywide ADR Holders to enforce their rights and any claim
arising out of the US federal securities laws in connection with
any Takeover Offer, since Connells and Countrywide are located in a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. 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.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US (" US GAAP " ). US GAAP differs in certain
significant respects from accounting standards applicable in the
United Kingdom. None of the financial information in this ann
ouncement has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards
of the Public Company Accounting Oversight Board (United
States).
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
Connells is 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. Connells is
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 .
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.c onnells
group.co.uk/microsite promptly and in any event by no later than 12
noon (London time) on the Business Day following the publication of
this announcement . The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Countrywide Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Countrywide may be provided to Connells
during the offer period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
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END
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