20th Mar 2013 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
This announcement is an advertisement and not a prospectus. It does not constitute an offer for sale or subscription or to buy any securities.
Application has been made to the FSA for all of the ordinary shares (the "Shares") of Countrywide plc ("Countrywide" or the "Company" and together with the other members of its group, the "Group"), issued and to be issued, to be admitted to the premium listing segment of the official list maintained by the FSA (the "Official List") and to the London Stock Exchange for such Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (together the "Admission"). Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus published by the Company in connection with Admission (the "Prospectus"). A copy of the Prospectus is expected to be available on the Company's website later today.
Prospective investors should read the entire Prospectus and, in particular, Part II (Risk Factors) for a discussion of certain factors that should be considered in connection with an investment in the Company.
20 March 2013
Countrywide plc
Further Details of IPO
On Tuesday 19 March, Countrywide announced the successful pricing of its initial public offering (the "Offer").
·; The Offer price has been set at 350 pence per Share (the "Offer Price").
·; Based on this Offer Price, the total market capitalisation of Countrywide will be approximately £750 million.
·; The Offer will raise gross proceeds of £200 million and net proceeds of £191.2 million for Countrywide.
·; The Offer comprises 57,142,858 new Shares (the "New Shares") representing 26.7 per cent. of the 213,730,676 Shares that will be in issue at the time of Admission.
·; The Offer also comprises 1,144,170 existing Shares held by certain employees, representing approximately 0.5 per cent. of the 213,730,676 Shares that will be in issue at the time of Admission.
·; None of the existing principal shareholders, being affiliates of Oaktree Capital Management LP ("Oaktree"), funds affiliated with Apollo Global Management, LLC ("Apollo"), and Alchemy Special Opportunities Fund L.P. ("Alchemy"), nor any of the directors of the Company (the "Directors"), is selling Shares as part of the Offer.
Commenting on today's announcement, Grenville Turner, Group Chief Executive Officer, said:
"On behalf of the Board, I would like to welcome our new shareholders to Countrywide. We are excited to be returning to the markets as a transformed business with a strong and diverse shareholder base and will continue to focus on delivering results, developing innovative and differentiated products and capitalising on our unique proposition."
Timetable of key events
Event | Date |
Announcement of Offer Price and allocation | 8 a.m. 20 March 2013 |
Commencement of conditional dealing in Shares on the London Stock Exchange under the ticker CWD | 8 a.m. 20 March 2013 |
Prospectus published | 20 March 2013 |
Admission and commencement of unconditional dealings in Shares on the London Stock Exchange | 8 a.m. 25 March 2013 |
CREST accounts credited with uncertificated shares | 8 a.m. 25 March 2013 |
Despatch of definitive share certificates (where applicable) | 25 March 2013 |
Reasons for the Offer and Admission
The net proceeds payable to the Company from the Offer will be £191.2 million (this amount excludes the Over-allotment Option (as described below)) after deduction of underwriting commissions and estimated fees and expenses incurred in connection with the Offer.
The Company currently intends to use the net proceeds payable to the Company from the Offer of £191.2 million (this amount excludes the Over-allotment Option), together with £75 million from the term loan tranche of the New Facility (as described below), to redeem £250 million aggregate principal amount of the senior secured notes issued by Countrywide Holdings, Ltd. (the "Senior Secured Notes") at the redemption price of £252.5 million (which includes a £2.5 million redemption premium) and pay £11 million of accrued and unpaid interest on the Senior Secured Notes (assuming redemption occurs on 9 May 2013). The Company will hold the proceeds that are payable to it from the Offer on its balance sheet prior to the redemption of the Senior Secured Notes in cash and liquid instruments. The Company has the option to fully or partially redeem the Senior Secured Notes at 102% of their principal amount in the period until 8 May 2013 and at 101% of their principal amount in the period on or after 8 May 2013. The Company currently intends to redeem the Senior Secured Notes on or after 8 May 2013 at 101% of their principal amount (and therefore incur a £2.5 million redemption premium) using the net proceeds payable to the Company from the Offer and funds made available to it under the term loan tranche of the New Facility. The New Facility is unsecured and is on customary terms (including representations, covenants and events of default) which reflect the reduction in the Company's net indebtedness following the Offer.
The Directors believe the net proceeds that are payable to the Company from the Offer (this amount excludes the Over-allotment Option) will provide a more efficient capital structure which will allow the Company to pursue organic and inorganic growth opportunities.
Stabilisation
As stabilising manager on behalf of the syndicate, Goldman Sachs International (the "Stabilising Manager") has entered into an over-allotment option (the "Over-allotment Option") with the Company pursuant to which the Stabilising Manager may require the Company to issue at the Offer Price additional Shares (the "Over-allotment Shares") representing up to a maximum of 10% of the total number of New Shares comprised in the Offer to allow it to cover short positions resulting from over-allotments and / or sales of Shares effected by it during the stabilising period. The Over-allotment Option is exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the thirtieth calendar day after the commencement of conditional dealings of the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank equally in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be subscribed for on the same terms and conditions as the Shares being sold in the Offer and will form a single class for all purposes with the other Shares.
The Over-allotment Option represents 5,714,285 Shares and if exercised in full 219,444,961 Shares will be in issue.
Shareholdings
Immediately following Admission, it is expected that 38.5% of the Company's issued ordinary share capital will be held in public hands assuming no Over-allotment Shares are issued pursuant to the Over-allotment Option (decreasing to approximately 37.5% if the maximum number of Over-allotment Shares are issued pursuant to the Over-allotment Option).
As at 19 March 2013 and insofar as is known to the Company, the following persons are, directly or indirectly, interested in 3% or more of the issued share capital of the Company, and will have the following interests:
Shareholder | Number of Shares owned | Percentage of issued share capital as at 19 March 2013 | Percentage of issued share capital immediately following Admission |
Affiliates of Oaktree | 80,930,660 | 51.7% | 37.9%(2) |
Funds affiliated with Apollo(1) | 38,462,205 | 24.6% | 18.0%(3) |
Alchemy | 12,896,834 | 8.2% | 6.0% |
Management team | 10,464,164 | 6.7% | 4.9% |
Other investors, all less than 10% | 13,776,613 | 8.8% | 6.4% |
(1) The shareholdings of the funds affiliated with Apollo include the amount held by Pantheon Europe Fund IV Limited and Pantheon Europe Fund V "A" LP (the "Pantheon Funds") on the basis that the funds affiliated with Apollo hold a power of attorney over the Pantheon Funds' Shares and have agreed to exercise the rights attached to such Shares (including voting rights) in the same manner as the funds affiliated with Apollo exercise the rights attached to their own Shares. The Pantheon Funds hold 0.9% of the issued share capital at 19 March 2013.
(2) OCM Luxembourg Castle Holdings s.á r.l., 31.7%; OCM Luxembourg EPF III Castle Holdings s.á r.l., 6.2%
(3) AIF VI Euro Holdings, LP, 17.0%; AAA Guarantor - Co Invest VI LP, 0.3%; Pantheon Funds, 0.7%
If the Over-allotment Option is exercised in full, affiliates of Oaktree would be interested in 36.9% and funds affiliated with Apollo and the Pantheon Funds will be interested in 17.5% (or 16.9% excluding the Pantheon Funds) of the issued share capital of the Company.
The interests of the Directors together represent approximately 2.7% of the issued share capital of the Company as at 19 March 2013. Immediately following Admission, and assuming no exercise of the Over-allotment Option, the Directors will together have direct and indirect interests (all of which are beneficial or are interests of a person connected with a Director) representing approximately 2.0% of the Shares that will be in issue at Admission as follows:
Interests of the Directors in the issued share capital of the Company as at 19 March 2013 | Interests of the Directors in the issued share capital of the Company immediately following completion of the Offer | |||
Director | Shareholding | Percentage of issued share capital of the Company | Shareholding | Percentage of issued share capital of the Company |
Grenville Turner(4) | 2,633,161 | 1.68% | 2,633,161 | 1.23% |
Jim Clarke | 1,579,896 | 1.01% | 1,579,896 | 0.74% |
Robert Davies | - | - | 57,342 | 0.03% |
Caleb Kramer | - | - | - | - |
Sanjay Patel | - | - | - | - |
Neville Richardson | - | - | - | - |
Sandra Turner | - | - | - | - |
(4)A number of the Ordinary Shares held in Grenville Turner's name are held by him (and other trustees) for the benefit of certain members of his family.
Certain existing employees of Countrywide, including Persons Discharging Managerial Responsibility for the purposes of the Disclosure and Transparency rules of the FSA, but not any of the Directors of the Company, have agreed to sell some of their interests in the existing Shares of the Company (the "Selling Employees"). The Selling Employees will collectively sell no more than approximately 0.5 per cent. of the Shares that will be in issue at the time of Admission in the Offer. The Selling Employees will together receive proceeds of no more than £4.0 million from the Offer, before any costs. It should be noted that no individual Selling Employee will receive more than approximately £1.0 million (before costs).
Grant of IPO Options and Countrywide Holdings, Ltd. Bonus Plan
Up to 35 members of senior management (including the executive Directors) will be granted one-off nil cost options over Shares (the "IPO Options") over an aggregate of not more than 7,185,418 Shares. The CEO, Grenville Turner, will be granted an IPO Option over not more than 1,828,045 Shares and the CFO, Jim Clarke, will be granted an IPO Option over not more than 1,096,827 Shares.
On 19 March 2013, awards under the Countrywide Holdings, Ltd. Bonus Plan vested and paid out around £4.4 million. This amounted to an average of around £60,000 for each of the 75 participants. The participants did not include the executive Directors or members of senior management and, with a small number of exceptions, did not include Selling Employees.
ENQUIRIES
Countrywide: | +44 (0) 1908 961 000 |
Grenville Turner, Group Chief Executive Officer | |
Jim Clarke, Group Chief Financial Officer | |
Caroline Somers, Head of Communications | +44 (0) 7515 919 588 |
Brunswick (Public Relations Advisers to Countrywide): | +44 (0) 20 7404 5959 |
Kate Holgate | |
James Olley | |
Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners | |
Goldman Sachs International: | +44 (0) 20 7774 1000 |
Richard Cormack | |
Christos Tomaras | |
Alex Garner | |
Jefferies International Limited: | +44 (0) 20 7029 8000 |
Robert Foster | |
Benjamin Robertson | |
Paul Nicholls | |
Joint Global Co-ordinator and Joint Bookrunner | |
Credit Suisse: | +44 (0) 20 7888 8888 |
Simon Taurins | |
Jon Grussing | |
Nick Williams | |
Annex
The information contained in the table set out below and in the announcement set out above together with the information contained in the pathfinder prospectus published by the Company on 6 March 2013 (the "Pathfinder Prospectus") comprises the same information as that contained in the Prospectus expected to be published and made available on Countrywide's website later today, and the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. Copies of the Prospectus will also, following publication, be available for inspection from the Group's principal office at 17 Duke Street, Chelmsford, Essex CM1 1HP.
Capitalised terms used in the table set out below and not otherwise defined in the announcement set out above shall have the meanings given to them in the Pathfinder Prospectus.
Company name and re-registration | The Company changed its name from CWD Property Services Limited to Countrywide Limited on 11 March 2013 and was re-registered as a public limited company on 19 March 2013 with the name Countrywide plc. | ||||||||||||||||||||||||||||||||
Nominal value | The nominal value of the total issued ordinary share capital of the Company immediately following Admission will be £2,137,306.76 million divided into 213,730,676 Ordinary Shares of 1 pence each, which are issued fully paid. | ||||||||||||||||||||||||||||||||
Dilution | Up to 62,857,143 New Issue Shares will be issued pursuant to the Offer (including the exercise of the Over-allotment Option). The Existing Ordinary Shares will represent 73.2% of the total issued Shares immediately following Admission (which excludes any exercise of the Over-allotment Option). | ||||||||||||||||||||||||||||||||
Financial impact of the Offer | Had the net proceeds of £191.2 million payable to the Company from the Offer been received by the Company on 1 January 2012, the resulting impact on earnings would have been to reduce losses for the year ended 31 December 2012 by the amount the Group would have received as interest on the £191.2 million of those proceeds. | ||||||||||||||||||||||||||||||||
Unaudited key pro forma financial information |
Had the net proceeds receivable by the Company from the Offer of £191.2 million been received, £75.0 million of the New Facility drawn and redemption of £250.0 million of Senior Secured Notes been made on 31 December 2012, the hypothetical effect on the net asset statement at that date would be to reduce Financial Liabilities - Loans and Borrowings of the Group by £176.3 million, reduce trade and other payables by £2.2 million, increase cash and cash equivalents by £6.0 million and increase net assets by £184.5 million. | ||||||||||||||||||||||||||||||||
Number of Shares in issue at the time of Admission | 213,730,676 Shares | ||||||||||||||||||||||||||||||||
Secondary Offer | If a Selling Employee decides to sell any Shares pursuant to the Offer he or it will transfer legal title to (but retain the entire beneficial interest in) his or its Shares to Jefferies International Limited with effect from the date of Admission in order for Jefferies International Limited to sell such Ordinary Shares on his or its behalf as part of the Offer. | ||||||||||||||||||||||||||||||||
Shares subject to the Offer | The second paragraph in section 1 (Ordinary Shares subject to the Offer) in Part VI (Details of the Offer) of the Pathfinder Prospectus should be set out as follows: "The New Issue Ordinary Shares will represent 26.7% of the enlarged issued share capital of the Company (assuming no exercise of the Over-allotment Option). If the Over-allotment Option is fully utilised, the New Issue Ordinary Shares and the Over-allotment Shares will together represent 28.6% of the enlarged issued share capital of the Company. The Company will receive proceeds of £191.2 million from the Offer, net of aggregate underwriting commissions, other estimated fees and expenses, VAT and stamp duty of approximately £8.8 million (not including the Over-allotment Option)." | ||||||||||||||||||||||||||||||||
Costs and expenses | The total costs and expenses of, and incidental to, the Admission of the Offer (including the listing fees, printer's fees, advisers' fees, professional fees and expenses, the costs of printing and distribution of documents, VAT and stamp duty) are estimated to amount to £8.8 million and are payable by the Company. Included within the total are commissions which are expected to be up to approximately £6.0 million payable to the Underwriters. | ||||||||||||||||||||||||||||||||
Borrowings | As at 19 March 2013 (the latest practicable date prior to the date of the Prospectus) the Group's total borrowings were £249,846,000. | ||||||||||||||||||||||||||||||||
Revolving Credit Facility | As at 19 March 2013, £8.1 million of the Revolving Credit Facility was being utilised by way of letters of credit. Of that amount, £2.0 million expires on 25 May 2013, £2.0 million expires on 13 December 2013 and £4.1 million expires on 2 January 2014. The third paragraph in the section entitled "Revolving Credit Facility" in section 7 (Liquidity and Capital Resources) in Part XII (Operating and Financial Review) of the Pathfinder Prospectus should be set out as follows: "The Group will repay any amounts outstanding under the Revolving Credit Facility (and cancel the Revolving Credit Facility) by or immediately following the first utilisation of the New Facility." | ||||||||||||||||||||||||||||||||
New Facility | The first two paragraphs in the section entitled "New Facility" in section 7 (Liquidity and Capital Resources) in Part XII (Operating and Financial Review) of the Pathfinder Prospectus should be set out as follows: "On 20 March 2013, the Company and Countrywide Group plc (as "Borrowers") and various members of the Group (the "Facility Guarantors") entered into the £100 million New Facility with a syndicate of banking institutions, pursuant to which those banking institutions have made a £75 million term loan facility and a £25 million revolving credit facility available to the Group. The first utilisation under the New Facility is subject to conditions precedent, including evidence that (i) the Offer has completed and has raised at least £190 million in gross proceeds, (ii) the Revolving Credit Facility has been, or will be repaid in full and cancelled by or immediately following the date of such utilisation and (iii) the Senior Secured Notes have been, or will be, redeemed and cancelled in full before or within two business days following the date of such utilisation. Therefore, as at 19 March 2013 (the latest practicable date prior to the date of the Prospectus), the New Facility was undrawn. The term loan tranche of the New Facility is available for drawing until 18 July 2013 and the revolving credit facility is available for drawing until 20 February 2017. Drawings under the term loan tranche of the New Facility are repayable by instalments on 20 March in each year, beginning on 20 March 2014. Unless prepaid by the Company in accordance with the terms of the New Facility, the term loan tranche of the New Facility will be repayable in instalments as follows:
| ||||||||||||||||||||||||||||||||
Post-balance sheet events | Between 1 January and 19 March 2013, the Group acquired three small lettings businesses for a total consideration of £3.3 million. | ||||||||||||||||||||||||||||||||
Related party transactions | For the period between 1 January 2013 and 19 March 2013 the Group has entered into no related party transactions. References to "Apollo Management LP" in section 30 (Related Party Transactions) in Part XIII (Financial Information) of the Pathfinder Prospectus should be read as references to "Apollo Management VI LP". | ||||||||||||||||||||||||||||||||
Corporate Reorganisation | The Corporate Reorganisation took place on 18 and 19 March 2013 pursuant to Reorganisation Offer made on 20 February 2013. | ||||||||||||||||||||||||||||||||
Articles | The Articles were adopted on 19 March 2013, conditional upon Admission becoming effective. | ||||||||||||||||||||||||||||||||
Authorities relating to Shares | The written resolution described in section 5.6 (Authorities relating to Ordinary Shares) in Part XVI (Additional Information) of the Pathfinder Prospectus was dated 18 March 2013. The aggregate nominal amount applicable to the Company's authority described in paragraph 1(B) of section 5.6 (Authorities relating to Ordinary Shares) in Part XVI (Additional Information) of the Pathfinder Prospectus is £712,435 and the nominal amount applicable to the Company's authority described in paragraph 2(B) of that section is £106,865. The maximum number of Shares that the Company has authority to make one of more market purchases of as described in paragraph 3(A) of section 5.6 (Authorities relating to Ordinary Shares) in Part XVI (Additional Information) of the Pathfinder Prospectus is 21,373,067 Ordinary Shares. | ||||||||||||||||||||||||||||||||
Major Shareholders | As at 19 March 2013 and immediately after Admission: a) the Company is not aware of any persons who, directly or indirectly, jointly or severally, will exercise or could exercise control over the Company; and b) none of the Major Shareholders has or will have different voting rights. | ||||||||||||||||||||||||||||||||
Directors | References to Robert Davies' previous Non-Executive directorship at EDF Nuclear Generation Group Limited should be read as references to a previous Non-Executive directorship at British Energy Group. | ||||||||||||||||||||||||||||||||
Directors' Service Contracts | The particulars of the service contracts of Grenville Turner, Jim Clarke, Robert Davies, Neville Richardson and Sandra Turner as at 19 March 2013 are set out below:
The information relating to Jim Clarke in the second table in section 10.5 (Executive Directors' service contracts, remuneration and emoluments) in Part XVI (Additional Information) of the Pathfinder Prospectus should be set out as follows:
| ||||||||||||||||||||||||||||||||
Non-Executive Directors' letters of appointment and fees | - The first two paragraphs in section 10.6 (Non-Executive Directors' letters of appointment and fees) in Part XVI (Additional Information) of the Pathfinder Prospectus should be set out as follows: "The Company has five Non-Executive Directors of which Caleb Kramer and Sanjay Patel are non-independent Non-Executive Directors and Neville Richardson, Sandra Turner and Robert Davies (who additionally holds the role of Chairman) are independent Non-Executive Directors. The Non-Executive Directors of the Company (including the Chairman) do not have service contracts. The independent Non-Executive Directors are appointed by letters of appointment. Caleb Kramer's services are provided to the Company under an agreement between the Company and OCM FIE LLC. Sanjay Patel's services are provided to the Company under an agreement between the Company and Apollo Management VI L.P. and/or one of its affiliates. The key terms of these independent Non- Executive Directors letters of appointment and non-independent Non-Executive agreements are set out below." - The fifth paragraph of the section entitled "General Terms" in section 10.6 (Non-Executive Directors' letters of appointment and fees) in Part XVI (Additional Information) of the Pathfinder Prospectus should be set out as follows: "The non-independent Non-Executive Directors, Caleb Kramer and Sanjay Patel, each as a Representative Director of a Principal Shareholder, are required, during the term of their appointment, to comply with the terms of the Relationship Agreement which governs the relationship between Principal Shareholders and the Company (further details of which are set out in paragraph 18.5 of this Part XVI (Additional Information)). In the event of a conflict between the terms of the agreements between the Company and either Apollo Management VI L.P. and/or one of its affiliates or OCM FIE LLC, under which the non-independent Non-Executive Directors are appointed, and the provisions in the Relationship Agreement, the provisions in the Relationship Agreement shall prevail." | ||||||||||||||||||||||||||||||||
Chairman's Equity Award | The paragraph entitled "Chairman's Equity Award" in section 10.6 (Non-Executive Directors' letters of appointment and fees) in Part XVI (Additional Information) of the Pathfinder Prospectus should be set out as follows: "In order to align his interests with those of the Shareholders, the Chairman has been granted an award (the "Equity Award"), pursuant to which the Chairman is entitled to purchase Ordinary Shares up to a value of £200,700 based on the Offer Price, prior to Admission. The purchase price per Ordinary Share will be equal to the nominal value of an Ordinary Share. To maintain the Chairman's independence, the Equity Award is not subject to restrictions other than those attaching to Ordinary Shares held by other Shareholders or required by law. However, the Chairman has confirmed in writing that he does not intend to sell (or otherwise dispose of) the Ordinary Shares under the Equity Award prior to the second anniversary of the date of Admission." | ||||||||||||||||||||||||||||||||
Adoption dates | The following plans were adopted by the Board, conditional on Admission, on 18 March 2013: a) IPO Plan; b) LTIP; c) DSBP; d) SIP (subject to any amendments required by HMRC in order to obtain tax approval of the SIP); and e) SAYE Plan. The New Cash Plan was adopted by the Board on 18 March 2013. | ||||||||||||||||||||||||||||||||
Underwriting Agreement | The Underwriting Agreement was entered into on 20 March 2013. The Offer is conditional upon, inter alia, Admission occurring not later than 8.00 a.m. on 25 March 2013 (or such later date and time as the Joint Global Coordinators may specify as the date for Admission which shall not, except with the prior consent of the Company, be later than 31 March 2013) and the Underwriting Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. The discretionary commission payable by the Company described in section 18.2 (Underwriting Agreement) in Part XVI (Additional Information) of the Pathfinder Prospectus will be determined by 20 April 2013. | ||||||||||||||||||||||||||||||||
Relationship Agreement | The second paragraph in section 10.1 (Other directorships and partnerships) in Part XVI (Additional Information) of the Pathfinder Prospectus should be set out as follows: "The Directors listed above have no actual or potential conflicts of interest, apart from Sanjay Patel and Caleb Kramer, who represent the Major Shareholders. On 19 March 2013 the Major Shareholders entered into the Relationship Agreement with the Company. Under the terms of the Relationship Agreement, each Major Shareholder agreed that with effect from Admission, its representative Director shall not vote on, be present at any discussion of, or receive any information relating to any matter in respect of which he/she or the Major Shareholder has a direct or indirect conflict of interest (as to be determined by the independent Board in its absolute discretion)." | ||||||||||||||||||||||||||||||||
Sponsors' Agreement | The Sponsors' Agreement was entered into on 4 March 2013. |
NOTES TO THE EDITORS
About Countrywide
Countrywide is the UK's leading integrated, full service residential estate agency and property services group as measured by both revenue and transaction volumes in 2012. It offers estate agency and lettings services, together with a range of complementary services that position it to capture revenue streams across the various stages of a typical residential property sale or rental.
The Group operates in five complementary businesses: residential property sales; residential property lettings and property management; arranging mortgages, insurance and related financial products (provided by third parties) for participants in residential property transactions; surveying and valuation services for mortgage lenders; and prospective homebuyers and residential property conveyancing services.
As at December 2012, the Group operated 931 estate agency branches through a variety of established brands, including Hamptons International, John D Wood & Co., UK Sotheby's International Realty, Mann Countrywide, Gascoigne-Pees, Bairstow Eves, Dixons, Bridgfords, Taylors and Slater Hogg & Howison.
Forward looking statements
This announcement contains ''forward-looking'' statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations and plans of the Group. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group'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", "continues", "assumes", "targets", "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 the Group 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, prospects, growth and strategies of the Group 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 the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this document. The Group, Goldman Sachs International, Jefferies International Limited and Credit Suisse Securities (Europe) Limited and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this document 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 Services Authority.
Important notice
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction.
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 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 therefore. The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, these materials are not an offer of securities for sale in the United States. The securities proposed to be offered by the Group have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or under any securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
Any purchase or subscription of Shares in the proposed Offer or other securities should be made solely on the basis of the information contained in the Prospectus. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. However, Countrywide does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Countrywide to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.
Goldman Sachs International, Jefferies International Limited and Credit Suisse Securities (Europe) Limited (the "Banks"), each of which is authorised and regulated in the UK by the Financial Services Authority (or any successor bodies), are acting exclusively for the Group and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, the Banks or 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 Countrywide or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, 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, the Banks or any of their respective affiliates acting as investors for their own accounts. The Banks or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Countrywide, 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 Offer, the 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 Offer.
Related Shares:
CWD.L