TIDMCWD
RNS Number : 1612P
Countrywide PLC
15 February 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 OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
15 February 2021
RECOMMED CASH ACQUISITION
of
Countrywide plc ("Countrywide")
by
Connells Limited ("Connells")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
On 31 December 2020, the boards of Countrywide and Connells
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which Connells shall
acquire the entire issued and to be issued share capital of
Countrywide not already owned by or on behalf of Connells, to be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the "Scheme").
The circular in relation to the Scheme was published on 22
January 2021 (the "Scheme Document"). The Acquisition is subject to
the Conditions set out in Part III of the Scheme Document,
including the receipt of certain shareholder and regulatory
approvals.
Results of Court Meeting and General Meeting
Countrywide is pleased to announce that, at the Court Meeting
and General Meeting held earlier today in connection with the
Acquisition:
(A) the requisite majority of Scheme Shareholders voted to
approve the Scheme at the Court Meeting; and
(B) the requisite majority of Countrywide Shareholders voted to
pass the Special Resolution to implement the Scheme, including the
amendment of Countrywide's articles of association, at the General
Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting contained in the Scheme
Document.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present (including via the
Virtual Meeting Platform or by proxy), was entitled to one vote per
Scheme Share held at the Voting Record Time.
Results Scheme Shares Scheme Shareholders No. of Scheme
of Court voted who voted Shares voted as
Meeting a % of the Scheme
Shares eligible
to be voted at
the Court Meeting*
Number %* Number %*
----------- ------- ---------- ----------
FOR 21,041,120 99.58 322 94.71 70.26
----------- ------- ---------- ---------- --------------------
AGAINST 89,482 0.42 18 5.29 0.30
----------- ------- ---------- ---------- --------------------
TOTAL 21,130,602 100.00 340 100.00 70.56
----------- ------- ---------- ---------- --------------------
*Rounded to two decimal places.
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Countrywide Shareholder, present (including via the
Virtual Meeting Platform or by proxy), was entitled to one vote per
Countrywide Share held at the Voting Record Time.
Special Resolution VOTES FOR** VOTES AGAINST TOTAL VOTES WITHHELD VOTES***
Number %* Number %* Number Number
----------- ------ --------- ----- ------------ ------------------
Approval of the implementation of the
Scheme, including amendments to the
Articles of Association 21,186,446 99.58 89,232 0.42 21,275,678 64
----------- ------ --------- ----- ------------ ------------------
* Rounded to two decimal places.
** Includes discretionary votes.
*** 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.
The total number of Countrywide Shares in issue at the Voting
Record Time was 32,826,068, of which 63,049 were held in treasury.
Consequently, the total number of voting rights in Countrywide at
the Voting Record Time were 32,763,019.
A copy of the Special Resolution passed at the General Meeting
will be submitted today to the National Storage Mechanism and will
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Update on FCA change of control approval
The Acquisition remains subject to the satisfaction or, where
applicable, waiver of the other Conditions set out in the Scheme
Document, including regulatory approval (or deemed approval) by the
Financial Conduct Authority of the change of control of Countrywide
as a result of the Acquisition (the "FCA Condition").
The Acquisition is expected to become Effective by the end of
the first quarter of 2021. A further announcement (which will
include an update to the expected timetable of principal events
relating to the Scheme) will be made through the Regulatory
Information Service of the London Stock Exchange following the
satisfaction of the FCA Condition.
Enquiries:
Countrywide investor@countrywide.co.uk
Analysts and investors press.office@countrywide.co.uk
Philip Bowcock, Interim CEO
Himanshu Raja, Chief Financial Officer
Media
Natalie Gunson
Jefferies (Joint Financial Adviser and Joint Tel: +44 (0) 20 7029
Corporate Broker to Countrywide) 8000
Paul Nicholls
Paul Bundred
William Brown
Barclays (Joint Financial Adviser and Joint Tel: +44 (0) 20 7623
Corporate Broker to Countrywide) 2323
Robert Mayhew
Osman Akkaya
Brunswick Group (Financial PR for Countrywide) Tel: +44 (0) 20 7404
Kim Fletcher 5959
Diana Vaughton
Connells c/o MHP Communications
David Livesey, Group Chief Executive
Richard Twigg, Group Finance & Commercial
Director
Evercore (Financial adviser to Connells
and Skipton)
Edward Banks
Tariq Ennaji +44 (0)20 7653 6000
Liberum (Corporate broker to Connells and
Skipton)
Richard Crawley
Jamie Richards +44 (0)20 3100 2000
MHP Communications (PR adviser to Connells) +44 (0)20 3128 8793
Reg Hoare +44 (0)20 3128 8658
Peter Hewer connells@mhpc.com
Slaughter and May are retained as legal adviser to Countrywide
and Clifford Chance LLP are retained as legal adviser to Connells
and Skipton Building Society ("Skipton").
Important notice
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction, whether pursuant to this
announcement or otherwise.
This announcement does not constitute a prospectus or prospectus
exempted document.
Disclaimers
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA"), is acting as Joint Financial Adviser and
Joint Corporate Broker to Countrywide and no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this
announcement. In connection with such matters, Jefferies, its
affiliates and its and their respective partners, directors,
officers, employees, representatives and agents will not regard any
person other than Countrywide as their client, nor will they be
responsible to anyone other than Countrywide for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to in this announcement.
Barclays Bank PLC ("Barclays"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the FCA and the Prudential Regulation Authority, is acting as
Joint Financial Adviser and Joint Corporate Broker exclusively for
Countrywide and no one else in connection with the matters set out
in this announcement and will not be responsible to anyone other
than Countrywide for providing the protections afforded to clients
of Barclays, nor for providing advice in relation to any matter
referred to herein.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the FCA in the UK, is acting
exclusively as financial adviser to Connells and Skipton and no one
else in connection with the Acquisition and will not be responsible
to anyone other than Connells or Skipton for providing the
protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither
Evercore nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Evercore
in connection with this announcement, any statement contained
herein, the Acquisition or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by FSMA, or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Evercore nor any of its affiliates
accepts any responsibility or liability whatsoever for the contents
of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to
the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or
purported to be made by it, or on its behalf, in connection with
Connells, Skipton or the matters described in this announcement. To
the fullest extent permitted by applicable law, Evercore and its
affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or any statement contained therein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Connells and Skipton and no one else in connection with the
Acquisition. Liberum will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to
the Acquisition and will not be responsible to anyone other than
Connells and Skipton for providing the protections afforded to its
clients or for providing any advice in relation to matters or
arrangements referred to herein. Apart from the responsibilities
and liabilities, if any, which may be imposed on Liberum by the
FSMA or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where the exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, Liberum does not accept any responsibility
whatsoever for, and makes no representation or warranty, express or
implied, as to the contents of this announcement or for any other
statement made or purported to be made by it, or on its behalf, in
connection with Connells or Skipton and nothing in this
announcement will be relied upon as a promise or representation in
this respect, whether or not to the past or future. Liberum
accordingly, to the fullest extent permitted by law, disclaims all
and any responsibility or liability, whether arising in tort,
contract or otherwise (save as referred to above), which it might
otherwise have in respect of this announcement or any such
statement.
Overseas jurisdictions
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Countrywide Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Unless otherwise determined by Connells or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition.
Notice to US investors in Countrywide
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
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.
Any 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
announcement 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
Countrywide and Connells are aware that there is an
"unsponsored" American Depositary Receipt Program concerning
Countrywide Shares. The Acquisition is not being made for American
Depositary Shares representing Countrywide Shares ("ADSs"), nor for
American Depositary Receipts evidencing such ADSs ("ADRs").
However, the Acquisition is being made for the Countrywide Shares
that are represented by the ADSs. Holders of ADSs and ADRs are
encouraged to consult with the appropriate depositary regarding the
tender of Countrywide Shares that are represented by ADSs.
Countrywide and Connells are unaware of whether any respective
depositary will make arrangements to tender the underlying
Countrywide Shares into the Acquisition on behalf of holders of
ADSs or ADRs.
Generally, holders of ADSs may be able to present their ADSs to
the appropriate depositary for cancellation and (upon compliance
with the terms of the deposit agreement relating to the
"unsponsored" American Depositary Receipt Program concerning
Countrywide Shares, including payment of the depositary's fees and
any applicable transfer fees, taxes and governmental charges)
delivery of Countrywide Shares to them, in order to become
shareholders of Countrywide. The Countrywide Shares delivered to
holders of ADSs upon such cancellation may then be tendered into
the Acquisition. Holders of ADSs should consult with the relevant
depositary regarding their ability to obtain the underlying
Countrywide Shares and the applicable procedures. Holders of ADSs
should be aware, however, that in order to tender in this manner,
they may need to have an account in the United Kingdom into which
the Countrywide Shares can be delivered.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Connells and
Countrywide contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Connells and Countrywide about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Connells and Countrywide (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
Connells and Countrywide believe that the expectations reflected in
such forward-looking statements are reasonable, Connells and
Countrywide can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory approvals and the satisfaction of other Conditions on
the proposed terms and schedule; as future market conditions,
changes in general economic and business conditions, the behaviour
of other market participants, the anticipated benefits from the
proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which
Connells and Countrywide operate, weak, volatile or illiquid
capital and/or credit markets, changes in tax rates, interest rate
and currency value fluctuations, the degree of competition in the
geographic and business areas in which Connells and Countrywide
operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither
Connells nor Countrywide nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither Connells nor
Countrywide is under any obligation, and Connells and Countrywide
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Rule 2.9
In accordance with Rule 2.9 of the Takeover Code, Countrywide
confirms that, as at the close of business on the last Business Day
prior to the date of this announcement, it has in issue 32,826,068
shares of 1 pence each (including 63,049 shares held in treasury).
The International Securities Identification Number (ISIN) of
Countrywide's shares is GB00BK5V9445 and Countrywide's LEI number
is 213800N1OX24ENZUIK30.
Publication on a website
This announcement will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Connells website at
https://www.connellsgroup.co.uk/microsite and on Countrywide's
website at
https://www.countrywide.co.uk/corporate/investor-relations/investing-in-countrywide/disclaimer-offer-by-connells-limited/
by no later than 12.00 noon on the Business Day following
publication of this announcement. The content of the websites
referred to in this announcement is not incorporated into and does
not form part of this announcement.
No profit forecasts, estimates or quantified benefits
statements
Nothing in this announcement is intended, or is to be construed,
as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Countrywide for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Countrywide.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Countrywide
Shareholders, persons with information rights and participants in
the Countrywide Share Plans may request a hard copy of this
announcement, the Scheme Document and the Forms of Proxy for the
Court Meeting and the General Meeting by: (i) calling the Company's
Registrar, Link Group, on 0371 664 0321 (calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9:00 a.m. - 5:30
p.m., Monday to Friday excluding public holidays in England and
Wales. Please note that Link Group cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes), or (ii) by writing to Link Group,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, BR3
4TU, in each case stating your name, and the address to which the
hard copy should be sent.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form, again by writing to the address set out above
or by calling the telephone number above.
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 of the Takeover
Code.
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END
ROMEAKASFEDFEFA
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February 15, 2021 11:05 ET (16:05 GMT)
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