Announcement of Offer Price

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") in its final form published by Countryside Properties plc ("Countryside" or the "Company" and, together with its consolidated subsidiaries and undertakings, "the Group") on 1 February 2016 in connection with the proposed admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (together, "Admission"). A copy of the Prospectus is available for inspection from www.countryside-properties.com (subject to applicable securities laws), and from Countryside's registered office at Countryside House, The Drive, Brentwood, Essex CM13 3AT.

For Immediate Release

12 February 2016

Countryside Properties plc

Announcement of Offer Price

Following announcements by Countryside on 1 February 2016 of the offer price range and the publication of the Prospectus in connection with the initial public offer of its ordinary shares (the "Global Offer"), Countryside today announces the successful pricing of the Global Offer at 225 pence per Share (the "Offer Price"). Based on the Offer Price, the market capitalisation of the Company will be approximately £1,013 million at the commencement of conditional dealings.

Ian Sutcliffe, Group Chief Executive Officer at Countryside, said:

"We have been extremely pleased with the investor response to our offer, in what has been a challenging period for the wider markets. Our differentiated business model, and the future growth opportunity it represents, has been well understood by investors. We now look forward to delivering our plans in both the Partnerships and Housebuilding divisions, in a positive trading environment for the sector."

David Howell, Group Chairman added:

"The announcement today is a significant moment in the 58 year history of Countryside. I would like to welcome all our new shareholders and thank all my colleagues for their hard work in reaching this important milestone. We look forward with confidence on the next stage of our development as a listed business."

Offer Highlights

· The Offer Price has been set at 225 pence per Share.

· Based on the Offer Price, the total market capitalisation of Countryside at the commencement of conditional dealings will be approximately £1,013 million.

· The Global Offer comprises 135,000,000 Shares equating to an offer size of £304 million, representing 30 per cent. of Countryside's share capital on Admission, excluding the Over-allotment Option.

· Immediately following Admission, the issued share capital of Countryside will be 450 million shares.

· The Company will receive net proceeds of approximately £114 million, approximately £64 million of which will be used to reduce the Group's financial indebtedness and approximately £50 million of which will be used to accelerate growth in the development of existing sites.

· The Selling Shareholders, being OCM Luxembourg Coppice Topco S.à r.l., ("Oaktree") an entity controlled by Oaktree Capital Management, L.P. and certain other shareholders will receive gross proceeds of approximately £174 million pursuant to the Global Offer, assuming no exercise of the Over-allotment Option.

· Following Admission and assuming no exercise of the Over-allotment Option, Oaktree will hold 60.6 per cent., and the directors and senior management will hold 7.6 per cent. of the Company's issued share capital. 

· Oaktree has granted Barclays Capital Securities Limited, as stabilising manager, the Over-allotment Option up to 20,250,000 Shares, representing up to 15 per cent. of the Shares comprised in the Global Offer. If the Over-allotment Option were exercised in full, the incremental gross proceeds raised by Oaktree would be approximately £46 million.

Admission and Dealings

· Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 am on 12 February 2016 under the ticker CSP and ISIN GB00BYPHNG03. Investors should note that only investors who applied for, and were allocated, Shares in the Institutional Offer or (save in certain circumstances) the Intermediaries Offer will be able to deal in the Company's ordinary shares on a conditional basis.

· Admission is expected to become effective, and unconditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 am on 17 February 2016.

· The Pricing Statement relating to the Global Offer will be submitted to the UKLA and, following publication, will be available free of charge at Countryside's registered office at Countryside House, The Drive, Brentwood, Essex CM13 3AT. In addition, the Pricing Statement will (subject to certain restrictions) be made available on Countryside's website at www.countryside-properties.com.

Further Information 

· Subject to certain customary exceptions, a lock up period will be in place for the Company, and Oaktree (for a period of 180 days from Admission) and Directors and certain members of the Group's management (for a period of 365 days from Admission) prohibiting the further sale of Shares without the prior written consent of the Joint Global Coordinators.

· Subject to satisfying the appropriate criteria, the Company may be eligible, following completion of the Global Offer, for inclusion in the FTSE UK Index Series at the quarterly review in June 2016.

· In relation to the Global Offer and Admission, J.P. Morgan Cazenove is acting as Sole Sponsor, Joint Global Co-ordinator and Joint Bookrunner. Barclays Bank PLC and Numis Securities Limited are acting as Joint Global Co-ordinators and Joint Bookrunners. Peel Hunt LLP is acting as Joint Bookrunner.

Further Enquiries:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned. Temporary documents of title will not be issued.

GLOBAL OFFER STATISTICS

Global Offer statistics

Forward Looking Statements

This announcement contains "forward-looking" statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond Countryside's control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or Countryside with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of Countryside and the industry in which it operates.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Countryside. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. In addition, even if the operations, results of operations, financial position and the development of the markets and the industry in which Countryside operates is consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect Countryside's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Countryside's financial position, operations, results of operations, growth, strategy and expectations. The forward-looking statements contained in this announcement speak only as of the date of this announcement. New factors will emerge in the future, and it is not possible for Countryside to predict which factors they will be. In addition, Countryside cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements. The Group disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Conduct Authority.

Each of J.P. Morgan Cazenove, Barclays, Numis and Peel Hunt, and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Important Notice

The contents of this announcement, which has been prepared by and is the sole responsibility of Countryside, have been approved by J.P. Morgan Cazenove, Barclays Bank PLC and Numis Securities Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of, Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Canada, Australia, Japan or South Africa or to any national, resident or citizen of Canada, Australia, Japan or South Africa.

This announcement is not an offer of, or solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus, as supplemented by the Pricing Statement, published by Countryside in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. Copies of the Prospectus and the Pricing Statement (when published) will be available for inspection from Countryside's registered office at Countryside House, The Drive, Brentwood, Essex, CM13 3AT and from Countryside's website www.countryside-properties.com (subject to applicable securities laws).

Any purchase of Shares in the Global Offer should be made solely on the basis of the information contained in the Prospectus, as supplemented by the Pricing Statement, published in connection with the Global Offer. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will are out in the Prospectus. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This announcement does not constitute a recommendation concerning the Global Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus. Information in this announcement or any of the documents relating to the Global Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on Countryside's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the entity concerned.

This announcement is only addressed to, and directed at (i) persons who are outside the member states of the European Economic Area ("EEA"); (ii) (A) in the EEA, persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"); or (B) in the United Kingdom, (1) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (2) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; and (3) "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended; or (iii) otherwise to persons to whom it may otherwise lawfully communicated (all such persons being referred to as "Relevant Persons"). Nothing in this announcement constitutes investment advice and this announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons, and will be engaged in only with such persons. Other persons should not rely or act upon this document or any of its contents. By accepting this announcement you represent and agree that you are a Relevant Person.

J.P. Morgan Securities plc, which conducts its investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and Barclays Bank PLC ("Barclays"), which are each authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, and Numis Securities Limited ("Numis")and Peel Hunt LLP ("Peel Hunt"), which are each authorised and regulated in the United Kingdom by the FCA, are acting exclusively for Countryside and no-one else in connection with the Global Offer. They will not regard any other person as their respective clients in relation to the Global Offer and will not be responsible to anyone other than Countryside for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Global Offer, J.P. Morgan Cazenove, Barclays, Numis and Peel Hunt, and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Countryside or related investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by J.P. Morgan Cazenove, Barclays, Numis or Peel Hunt, or any of their respective affiliates, acting as investors for their own accounts. In addition J.P. Morgan Cazenove, Barclays, Numis or Peel Hunt may enter into financing arrangements (including swaps) with investors in connection with which they (or their respective affiliates) may from time to time acquire, hold or dispose of Shares. None of J.P. Morgan Cazenove, Barclays, Numis or Peel Hunt intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, none of J.P. Morgan Cazenove, Barclays, Numis or Peel Hunt, or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Countryside, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Global Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any Over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.