TIDMOTMP
RNS Number : 6119V
OnTheMarket plc
04 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
4 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")
Results of the Court Meeting and the General Meeting
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 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").
Results of the Court Meeting and the General Meeting
The Board of OnTheMarket is pleased to announce that, at the
Court Meeting and General Meeting (together, the "Meetings") each
held earlier today, the requisite majority of Scheme Shareholders
voted (either in person or by proxy) to approve the Scheme at the
Court Meeting and the requisite majority of OnTheMarket
Shareholders (either in person or by proxy) voted to pass the
Special Resolution (as defined below) in connection with the
implementation of the Scheme, including the amendment to
OnTheMarket's articles of association, at the General Meeting.
The Scheme was approved by 945 Scheme Shareholders, together
representing 94.22 per cent. of Scheme Shareholders who voted
(either in person or by proxy) (see footnote ** to the table for
the Court Meeting below) and 97.28 per cent. by value of those
Scheme Shares voted.
The Special Resolution at the General meeting was approved by
97.89 per cent. of OnTheMarket Shares voted (see footnote *** to
the table for the General Meeting below).
Overall, shares voted at the Court Meeting and General Meeting
represented 66.04 per cent. and 62.89 per cent., respectively, of
the issued share capital of OnTheMarket.
The resolutions were therefore duly passed. Full details of the
resolutions passed are set out in the notice of the Court Meeting
and the notice of the General Meeting of OnTheMarket contained in
Parts 9 and 10 of the Scheme Document, respectively.
The total number of OnTheMarket Shares in issue at the Voting
Record Time was 80,207,785. OnTheMarket does not hold any ordinary
shares in treasury. Therefore, the total voting rights in
OnTheMarket at the Voting Record Time were 80,207,785.
Voting results of the Court Meeting
The Court Meeting sought approval from holders of Scheme Shares
for the Scheme. Each Scheme Shareholder, present in person or by
proxy, was entitled to vote one Scheme Share held at the Voting
Record Time and voting was by way of a poll.
Details of the votes cast were as follows:
Results No. of Scheme %* of no. No. of Scheme %* of No. of
of the Shareholders of Scheme Shares voted Scheme Scheme
Court who voted** Shareholders Shares Shares
Meeting who voted** voted voted as
a %* of
the issued
ordinary
capital
eligible
to be voted
at the
Court Meeting
For**
* 945 94.22 51,522,609 97.28 64.24
-------------- -------------- -------------- -------- ---------------
Against 58 5.78 1,442,929 2.72 1.80
-------------- -------------- -------------- -------- ---------------
Total 996 100 52,965,538 100 66.04
-------------- -------------- -------------- -------- ---------------
Notes:
* Rounded to two decimal places.
** Where a Scheme Shareholder has cast some of their votes "for"
and some of their votes "against" the resolution, such Scheme
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
of Scheme Shareholders who voted as set out in this column. In this
instance, 7 Scheme Shareholders voted both "for" and "against" and
are therefore counted twice when calculating percentages, however,
only 996 Scheme Shareholders voted in total.
*** Any proxy appointments which gave discretion to the Chair
have been included in the vote "For" total.
Voting results of the General Meeting
The General Meeting sought approval for a special resolution for
the purpose of giving effect to the Scheme and associated
amendments to the articles of association of the Company (the
"Special Resolution"). A copy of the Special Resolution passed at
the General Meeting will shortly be available for inspection on the
OnTheMarket website at
https://plc.onthemarket.com/recommended-cash-acquisition/ .
Each OnTheMarket Shareholder, present in person or by proxy, was
entitled to one vote per OnTheMarket Share held at the Voting
Record Time and voting was by way of a poll.
The Special Resolution was duly passed by the requisite
majority.
Details of the votes cast were as follows:
Results No. of OnTheMarket % of OnTheMarket % of OnTheMarket
of the General Shares voted Shares voted * Shares voted as a
Meeting % of the total number
of OnTheMarket Shares
in issue *
For** 49,375,091 97.89 61.56
------------------- ----------------- ----------------------
Against 1,066,434 2.11 1.33
------------------- ----------------- ----------------------
Withheld*** 1,007,172 - -
------------------- ----------------- ----------------------
Total 51,448,697 100 62.89
------------------- ----------------- ----------------------
Notes:
* Rounded to two decimal places.
** Includes proxy appointments which gave discretion to the
Chair of the General Meeting.
*** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
Next steps and timetable
The outcome of today's Meetings means that Conditions 2(a) and
2(b) (as set out in Part 3 of the Scheme Document) have been
satisfied. The Acquisition remains subject to the satisfaction or
(where applicable) waiver of the remaining Conditions as set out in
Part 3 of the Scheme Document, including (amongst other things) the
sanction of the Scheme by the Court at the Sanction Hearing and the
delivery of a copy of the Court Order to the Registrar of
Companies.
The expected timetable of principal events for the
implementation of the Scheme is as set out below. The dates are
indicative only and are subject to change. The dates will depend,
among other things, on the dates upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies.
If any of the expected times and/or dates change, the revised
times and/or dates will be notified by OnTheMarket through a
Regulatory Information Service. Any revisions or changes to these
dates and/or times will be notified in the same way.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
All references to times are to times in London unless otherwise
stated.
Event Time and/or date
Sanction Hearing (to sanction the Scheme) 7 December 2023
Last day of dealings in, and for registration 11 December 2023
of transfers of, and disablement in
CREST of, OnTheMarket Shares
Scheme Record Time 6.00 p.m. on 11 December
2023
Dealings in OnTheMarket Shares on AIM 7.30 a.m. on 12 December
suspended 2023
Effective Date 12 December 2023
Cancellation of admission to trading At 7.00 a.m. on 14 December
of OnTheMarket Shares 2023
Latest date for despatch of cheques Within 14 days of the
in respect of cash consideration and Effective Date
for settlement of cash consideration
through CREST or other form of payment
Long Stop Date 30 April 2024(1)
(1) This is the latest date by which the Scheme may become
Effective unless CoStar UK and OnTheMarket agree, with the
consent of the Panel and (if required) the Court, a later
date.
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
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.
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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different paragraphs and tables may
vary slightly and figures shown as totals in certain paragraphs and
tables may not be an arithmetic aggregation of the figures that
precede them.
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.
General
CoStar UK reserves the right to elect, with the consent of the
Panel (where necessary), to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued share capital
of OnTheMarket not already held by CoStar UK as an alternative to
the Scheme. In such an event, a Takeover Offer will be implemented
on substantially the same terms, so far as applicable, as those
which would apply to the Scheme.
If the Acquisition is effected by way of Takeover Offer, and
such Takeover Offer becomes or is declared unconditional in all
respects and sufficient acceptances are received, CoStar UK intends
to exercise its rights to apply the provisions of Chapter 3 of Part
28 of the Companies Act so as to acquire compulsorily the remaining
OnTheMarket Shares in respect of which the Takeover Offer has not
been accepted.
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END
ROMFSLFMLEDSEFE
(END) Dow Jones Newswires
December 04, 2023 11:17 ET (16:17 GMT)
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