1st May 2007 10:09
Apollo Management L.P.01 May 2007 Not for release, publication or distribution, in whole or in part, in or into orfrom any jurisdiction (including the United States) where to do so wouldconstitute a violation of the laws of such jurisdiction 1 May 2007 CASTLE HOLDCO 4, LTD. ("Castle BidCo") RECOMMENDED REVISED OFFER FOR THE ACQUISITION OF COUNTRYWIDE PLC Summary • The boards of Castle BidCo and Countrywide are pleased to announcethat they have agreed the terms of a revised recommended offer by Castle BidCofor the entire issued and to be issued share capital of Countrywide. • Under the revised offer Countrywide Shareholders will receive 530pence in cash and 0.16487 Rightmove Shares per Countrywide Share. The RightmoveSale Election (including its availability) and the Unlisted SecuritiesAlternative (including its availability and the securities law restrictions towhich it is subject) are on the same terms as are set out in the SchemeDocuments and Announcement (as defined below), except that the UnlistedSecurities Alternative will be available in respect of elections relating to upto £152.49 million of the Cash Consideration, which would representapproximately (but not more than) 49.9 per cent. of the issued share capital ofCastle Topco immediately following the Scheme becoming effective. At theclosing time for such elections, being 1.00 p.m. on 30 April 2007, elections forthe Unlisted Securities Alternative had been received in respect ofapproximately 96.9 million Countrywide Shares, representing elections in respectof approximately £513.6 million of the Cash Consideration payable under theOffer. • In addition, following the Scheme becoming effective and subject tothe prior approval by holders of the Unlisted Securities of amendments to thearticles of Castle Topco and the Shareholder Notes as described below, eligibleholders of the Unlisted Securities will be entitled to acquire Class A Sharesrepresenting in the aggregate 5.1 per cent. of the issued equity share capitalof Castle Topco and Class A Notes representing in the aggregate 5.1 per cent. ofthe Shareholder Notes on the terms set out in paragraph 3 below. Such Class AShares and Class A Notes will be converted to Class B Shares and Class B Notes,respectively, so that eligible holders of Unlisted Securities who elect to takeup the Additional Unlisted Securities Entitlement will receive Class B Sharesand Class B Notes only and will not receive any Class A Shares or Class A Notes. If the Additional Unlisted Securities Entitlement is taken up in full andassuming no further issues of shares are made by Castle Topco before completionof the offer, the Unlisted Securities will represent 55 per cent. of the issuedshare capital of Castle Topco. • Details of the original offer by Castle BidCo for Countrywide, alsorecommended by the Directors of Countrywide, were set out in the scheme circularposted to Countrywide Shareholders on 20 March 2007 (the "Scheme Document") (assupplemented and amended by the scheme circular posted to CountrywideShareholders on 31 March 2007 and the announcement of a revised offer dated 12April 2007 and posted to Countrywide Shareholders on 14 April 2007, togetherreferred to in this announcement as the "Scheme Documents and Announcement")(the "Original Offer"). The Original Offer, as amended by the terms of thisannouncement, is hereinafter referred to as the "Revised Offer". • The Board of Countrywide received a non-binding proposal from a thirdparty in relation to a possible competing offer for the whole of the issued andto be issued share capital of Countrywide. As with the basic terms of theOriginal Offer, the competing proposal was structured as an offer of cash plusRightmove Shares, except that the cash element was higher than that availableunder the Original Offer. In addition, under the competing proposal the termsrelating to the Unlisted Securities Alternative were not the same as those underthe Original Offer or under the Revised Offer. As required under the InducementFee Agreement, the Company notified Apollo and Castle Bidco of this proposaland, as a result, Castle Bidco has agreed to make the Revised Offer. • The Board of Countrywide has received confirmation from the PolygonGlobal Opportunities Master Fund ("Polygon"), which owns shares and contractsfor differences in respect of 29.9 per cent. of the issued share capital ofCountrywide, that it supports the Revised Offer and would not support thecompeting proposal received from the third party. • The Countrywide Directors, who have been so advised by Hawkpoint,consider the terms of the Revised Offer to be fair and reasonable. Accordingly,the Countrywide Directors recommend the Revised Offer. In providing its advice,Hawkpoint has taken into account the Countrywide Directors' commercialassessments. Neither the Rightmove Sale Election nor the Unlisted SecuritiesAlternative is the subject of a recommendation by the Countrywide Directors. • In light of the Revised Offer it will be necessary to adjourn theScheme Court Hearing (at which the Court's sanction of the Scheme will besought) and the Reduction Court Hearing (at which the Court's confirmation ofthe associated Reduction of Capital will be sought) for a short period of time. Once the date and time of the adjourned Court hearings are fixed, a furtherannouncement will be made which will also set out the expected revised EffectiveDate of the Scheme. 1. Terms of the Revised Offer • Under the basic terms of the Revised Offer, Scheme Shareholders willstill receive 530 pence in cash and 0.16487 Rightmove Shares per Scheme Share,valuing each Countrywide Share at 614 pence (based on the Closing Price of aRightmove Share of 510 pence on 30 April 2007 (the "Reference Date"), the lastpracticable date prior to the date of this announcement). • The Revised Offer values the existing issued ordinary share capital ofCountrywide at approximately £1,050 million (based on the Closing Price of aRightmove Share of 510 pence on the Reference Date) and represents a premium ofapproximately 14.8 per cent. to the Closing Price of 535 pence per CountrywideShare on 2 February 2007, the last Business Day prior to the announcement of apossible offer for Countrywide (the Closing Price of a Rightmove Shares was 468pence on this date). • Under the Revised Offer, the Rightmove Sale Election (including itsavailability) is on the same terms as are set out in the Scheme Documents andAnnouncement. 2. Unlisted Securities Alternative • Under the Revised Offer, the Unlisted Securities Alternative(including its availability and the securities law restrictions to which it issubject) is on the same terms as are set out in the Scheme Documents andAnnouncement. • The Unlisted Securities Alternative will also now be available inrespect of elections relating to up to £152.49 million of the CashConsideration, compared to £137.52 million of Cash Consideration under the termsof the Original Offer. • Under the Unlisted Securities Alternative, a maximum of 15.249 millionClass B Shares and 137.241 million Class B Notes may be issued to SchemeShareholders. If the Unlisted Securities Alternative is fully subscribed, ClassB Shares held by Scheme Shareholders who elect for the Unlisted SecuritiesAlternative will represent approximately (but not more than) 49.9 per cent. ofthe issued share capital of Castle Topco, and Class A Notes and Class B Notes inan aggregate amount of approximately £275 million would be in issue, of whichapproximately £138 million would be Class A Notes held by or on behalf of theApollo Funds and approximately £137 million Class B Notes would be held byformer Countrywide Shareholders. • With regard to the Unlisted Securities Alternative and as required forthe purposes of Rule 24.10 of the City Code, Credit Suisse has provided to thedirectors of Castle BidCo an estimate of the value of the combination of theClass B Shares and Class B Notes under the Revised Offer (the "Estimated Value"). These letters (the "Valuation Letters") are set out in the Scheme Documentsand Announcement. 3. The Additional Unlisted Securities Entitlement • In addition to the increase in availability of the UnlistedSecurities, as soon as reasonably practicable following the Scheme becomingeffective, the Apollo Funds will procure that eligible persons holding UnlistedSecurities immediately following the Scheme becoming effective will be given theright to acquire, pro rata to their holdings of Unlisted Securities, Class AShares representing in the aggregate 5.1 per cent. of the issued equity capitalof Castle Topco and Class A Notes representing in the aggregate 5.1 per cent. ofthe Shareholder Notes in issue, in each case immediately following the Schemebecoming effective (such Class A Shares and Class A Notes together, the "Class ASecurities") (the "Additional Unlisted Securities Entitlement"). The Class AShares being transferred will be converted into Class B Shares and the Class ANotes being transferred will be converted into or be exchanged for Class B Notesas described below. • It is intended that the Additional Unlisted Securities Entitlementwill be granted by way of modification to the Scheme, failing which it shall beimplemented by way of an offer. If the Additional Unlisted SecuritiesEntitlement is made available by way of offer and none of the exemptions underthe United Kingdom Prospectus Rules from the requirement to publish a prospectusin relation to any such offer applies, Castle Topco will procure the productionof a prospectus in connection with the Additional Unlisted SecuritiesEntitlement as soon as reasonably practicable following the Scheme becomingeffective. • The Additional Unlisted Securities Entitlement will be made availablein a manner exempt from registration under the US Securities Act. TheAdditional Unlisted Securities Entitlement shall be made available by the ApolloFunds giving notice to each relevant holder of Unlisted Securities who hasconfirmed that it is eligible to participate in an offshore transaction underRegulation S under the US Securities Act or otherwise that it is eligible toparticipate in a private placement exempt from registration under the USSecurities Act. • Each eligible holder of Unlisted Securities will be invited to statein writing within a period of not less than 14 days from receipt of that noticewhether it is willing to make an acquisition pursuant to the Additional UnlistedSecurities Entitlement and, if so, what number of Class A Securities it iswilling to elect to acquire, including whether, if it accepts its pro rataentitlement in full, it is willing to elect to acquire any Class A Securities inaddition to its pro rata entitlement which are not acquired by other eligibleholders of the Unlisted Securities and what, if any, maximum number of Class ASecurities above its pro rata entitlement it would be willing to acquire. • The price of acquisitions pursuant to the Additional UnlistedSecurities Entitlement will be 530 pence for 0.530 Class B Shares and 4.770Class B Notes. The notice may require shareholders to pay the purchase moniesin cash to a designated account before the expiry of the election period or as acondition to the transfer of the securities. Entitlements to acquire securitiespursuant to the Additional Unlisted Securities Entitlement will be rounded downto the nearest whole number of securities and fractional entitlements will bedisregarded. • The transfer of any securities pursuant to the Additional UnlistedSecurities Entitlement shall be conditional on: (A) each relevant class of Castle Topco shareholder passing aresolution to amend the articles of association of Castle Topco. The amendmentwould: (i) reduce the threshold at which voting rights attach to Class B Sharesso that the requirement that the holdings of the Apollo Funds and theiraffiliates, investors, partners and co-investors (together the "Apollo Entities") fall to less than 50.1 per cent. of the equity share capital in issue wouldbe replaced by a requirement that the holdings of the Apollo Entities fall toless than 45 per cent. of the issued equity share capital on a fully dilutedbasis (so that the Class B Shares would, in the absence of any further issue ofshares, or grant of options or other rights over shares, in Castle Topco, remainnon-voting shares notwithstanding the availability of the Additional UnlistedSecurities Entitlement); (ii) provide that any Class A Shares which are to betransferred pursuant to the Additional Unlisted Securities Entitlement will beconverted to Class B Shares in connection with the transaction; and (iii)disapply, in relation to the transfer of any Class A Shares pursuant to theAdditional Unlisted Securities Entitlement (but not in relation to anysubsequent transfer), the provisions of the articles which relate to tag-alongrights; (B) each relevant class of holder of Shareholder Notes passing aresolution to amend the terms of the Shareholder Notes. The amendment would (i)provide that any Class A Notes which are to be transferred pursuant to theAdditional Unlisted Securities Entitlement will be converted into or exchangedfor Class B Notes in connection with the transaction; and (ii) disapply, inrelation to the transfer of any Class A Notes pursuant to the Class AdditionalUnlisted Securities Entitlement (but not in relation to any subsequenttransfer), the provisions of the terms of the Shareholder Notes which relate totag-along rights; and (C) a prospectus, if so required by the United Kingdom ProspectusRules, being produced and any other ancillary or administrative requirementbeing fulfilled. • Castle Topco will procure that the meetings required to passresolutions to amend the articles of Castle Topco and the terms of theShareholder Notes will be convened as soon as reasonably practicable followingthe Scheme becoming effective. Apollo will procure that the Apollo Funds willvote in favour of the amendments referred to above at such meetings and, subjectto the other matters set out in this announcement in relation to the laws andregulations of jurisdictions other than the United Kingdom and the US, will takeall other reasonable steps to cause the Additional Unlisted SecuritiesEntitlement to be made available in accordance with the terms of thisannouncement. If participating holders of Unlisted Securities require anyregulatory or other similar clearance in order to participate fully in theAdditional Unlisted Securities Entitlement, its implementation may be subject tosuch further reasonable delay as Castle Topco may deem fit in order to allowsuch shareholders to participate in the Additional Unlisted SecuritiesEntitlement. • If the Unlisted Securities Alternative and the Additional UnlistedSecurities Entitlement are fully subscribed, the Apollo Funds will hold 45 percent. of the issued equity share capital of Castle Topco and former CountrywideShareholders will hold 55 per cent. of the issued equity share capital of CastleTopco. • No clearances have been or will be obtained and no steps have been orwill be taken to enable the securities which are the subject of the AdditionalUnlisted Securities Entitlement to be offered in compliance with the securitieslaws of any jurisdiction outside the United Kingdom. Save as provided above, noprospectus will be produced in relation to the Additional Unlisted SecuritiesEntitlement and the securities which are the subject of the Additional UnlistedSecurities Entitlement may not be offered, sold, resold or delivered into anyjurisdiction if to do so would constitute a violation of the laws of suchjurisdiction. 4. Background to the Revised Offer • The Board of Countrywide received a non-binding proposal from a thirdparty in relation to a possible competing offer for the whole of the issued andto be issued share capital of Countrywide. As with the basic terms of theOriginal Offer, the competing proposal was structured as an offer of cash plusRightmove Shares, except that the cash element was higher than that availableunder the Original Offer. In addition, under the competing proposal the termsrelating to the Unlisted Securities Alternative were not the same as those underthe Original Offer or under the Revised Offer. As required under the InducementFee Agreement, the Company notified Apollo and Castle Bidco of this proposal.As a result, Castle Bidco agreed to make the Revised Offer on condition that itwas announced before the time originally scheduled for the court hearing tosanction the Scheme. • The Board of Countrywide has received confirmation from Polygon, whichowns shares and contracts for differences in respect of 29.9 per cent. of theissued share capital of Countrywide, that it supports the Revised Offer andwould not support the competing proposal received from the third party. 5. Recommendation • The Board of Countrywide has considered a number of factors in givingits recommendation of the Revised Offer, including: the position of Polygon; thenumber of Shares in respect of which elections have been made for the UnlistedSecurities Alternative; the fact that the Revised Offer would not have beenavailable for Shareholders unless it was announced before the time originallyscheduled for the court hearing to sanction the Scheme; and the fact that theCountrywide Directors consider that any further uncertainty may have adetrimental effect on the business. • The Countrywide Directors, who have been so advised by Hawkpoint,consider the terms of the Revised Offer to be fair and reasonable. Accordingly,the Countrywide Directors recommend the Revised Offer. In providing its advice,Hawkpoint has taken into account the Countrywide Directors' commercialassessments. Neither the Rightmove Sale Election, the Unlisted SecuritiesAlternative nor the Additional Unlisted Securities Entitlement is the subject ofa recommendation by the Countrywide Directors. 6. Irrevocables; Letters of support • The irrevocable undertakings given by the Countrywide Directors inrespect of the Offer, as described in the Scheme Document, remain in effect inrespect of the Revised Offer. • Save as disclosed in the Scheme Documents and Announcement, CastleBidCo has not sought or obtained any letters of support from other CountrywideShareholders in relation to the Revised Offer. 7. Financing the Offer The financing arrangements continue to be as described in the Scheme Documentsand Announcement. 8. Transaction Agreement and Inducement Fee • The Transaction Agreement as described in the Scheme Document remainsin effect and has not been amended. • The Inducement Fee Agreement as described in the Scheme Documentremains in effect and has not been amended. 9. Disclosure of interests • Except as previously disclosed in the Scheme Documents andAnnouncement, neither Castle BidCo (nor any of its directors) nor, so far asCastle BidCo is aware, any person acting in concert with Castle BidCo, owns orcontrols any Countrywide Shares or Rightmove Shares or any securitiesconvertible or exchangeable into Countrywide Shares or Rightmove Shares or anyrights to subscribe for or purchase the same, or holds any options (includingtraded options) in respect of, or has any option to acquire, any CountrywideShares or has entered into any derivatives referenced to Countrywide Shares orRightmove Shares ("Relevant Securities") which remain outstanding, nor does anysuch person hold any short positions in relation to Relevant Securities (whetherconditional or absolute and whether in the money or otherwise) including anyshort position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery, nordoes any such person have any arrangement in relation to Relevant Securities.For these purposes, "arrangement" includes any indemnity or option arrangement,any agreement or understanding, formal or informal, of whatever nature, relatingto Relevant Securities which may be an inducement to deal or refrain fromdealing in such securities. • In the interests of secrecy prior to this announcement, Castle BidCohas not made any enquiries of certain parties which may be deemed by the Panelto be acting in concert with it for the purposes of the Revised Offer (includingCredit Suisse, Goldman Sachs International and Deutsche Bank AG). Enquiries ofsuch parties will be made as soon as practicable following the date of thisannouncement and any material disclosure in respect of such parties which hasnot previously been disclosed in the Scheme Documents or the Announcement willbe made in accordance with the requirements of the Code. 10. General • Other than as described in this announcement, the terms of theProposals remain subject to the Conditions and will otherwise be on the termsset out in the Scheme Documents and Announcement. • The terms of the Revised Offer do not change Castle BidCo's intentionsas regards the business of Countrywide (including the location of itsoperations), the directors, management and employees of Countrywide, thecompliance of Countrywide with its pensions obligations and the proposalsrelating to the Countrywide Share Schemes, each as described more fully in theScheme Documents and Announcement. • Unless otherwise defined herein, capitalised terms used in thisannouncement have the same meaning as in the Scheme Documents and Announcement. 11. Forms of Election • Any election for the Rightmove Sale Election and/or the UnlistedSecurities Alternative received by not later than 1.00 p.m. on 30 April 2007 inaccordance with the instructions set out in the Form of Election and the SchemeDocuments and Announcement will remain valid. Enquiries: Credit Suisse (lead financial adviser and corporate broker to Telephone: +44 (0) 20 7888 8888Apollo) Zachary Brech Gleeson Van Riet John Hannaford (Corporate Broking) Deutsche Bank AG (joint financial adviser to Apollo) Telephone: +44 (0) 20 7545 8000 Sekhar Bahadur Nigel Meek Omar Faruqui Goldman Sachs International (joint financial adviser to Apollo) Telephone: +44 (0) 20 7774 1000 Simon Dingemans Lorenzo Grabau Jonathan Sorrell Countrywide Telephone: +44 (0) 1376 533 700 Christopher Sporborg Grenville Turner Harry Hill Hawkpoint (financial adviser to Countrywide) Telephone: +44 (0) 20 7665 4500 David Reid Scott David Renton Jonathan Coddington Brunswick Group (Countrywide PR enquiries) Telephone: +44 (0) 20 7404 5959 John Sunnucks Kate Holgate Credit Suisse, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as lead financial adviserand corporate broker to Apollo and Castle BidCo and no one else in connectionwith the Proposals and will not be responsible to anyone other than Apollo andCastle BidCo for providing the protections afforded to clients of Credit Suissenor for providing advice in relation to the Proposals, the content of thisannouncement or any matter referred to herein. Deutsche Bank AG is authorised under German Banking Law (competent authority:BaFin - Federal Financial Supervising Authority) and with respect to UnitedKingdom commodity derivatives business by the Financial Services Authority andis regulated by the Financial Services Authority for the conduct of UnitedKingdom business. Deutsche Bank AG is acting exclusively as joint financialadviser to Apollo and Castle BidCo and no one else in connection with theProposals and will not be responsible to anyone other than Apollo and CastleBidCo for providing the protections afforded to clients of Deutsche Bank AG norfor providing advice in relation to the Proposals, the content of thisannouncement or any matter referred to herein. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as jointfinancial adviser to Apollo and Castle BidCo and no one else in connection withthe Proposals and will not be responsible to anyone other than Apollo and CastleBidCo for providing the protections afforded to clients of Goldman SachsInternational nor for providing advice in relation to the Proposals, the contentof this announcement or any matter referred to herein. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide and itsDirectors and no one else in connection with the Proposals and will not beresponsible to anyone other than Countrywide and its Directors for providing theprotections afforded to clients of Hawkpoint nor for providing advice inrelation to the Proposals, the content of this announcement or any matterreferred to herein. The availability of the Revised Offer, the Unlisted Securities Alternative, theRightmove Sale Election and the Additional Unlisted Securities Entitlement andthe release, publication or distribution of this announcement to persons who arenot resident in the United Kingdom may be affected by the laws of the relevantjurisdictions in which they are located. Persons who are not resident in theUnited Kingdom should inform themselves of, and observe, any applicablerequirements. Any failure to comply with such applicable requirements mayconstitute a violation of the securities laws of any such jurisdictions. Thisannouncement has been prepared for the purpose of complying with English law andthe City Code and the information disclosed may not be the same as that whichwould have been disclosed if this announcement had been prepared in accordancewith the laws of jurisdictions outside England. The Rightmove Shares have not been and will not be registered under the USSecurities Act or under the securities laws of any state in the United States.Accordingly, US Persons will not be eligible to receive the Rightmove ShareConsideration and will be deemed to have made an election for the Rightmove SaleElection in respect of all Rightmove Shares to which they are entitled under theScheme. The Unlisted Securities have not been and will not be registered under the USSecurities Act or under the securities laws of any state in the United States.Accordingly, notwithstanding the Unlisted Securities Alternative, all SchemeShareholders shall receive cash, and there shall be no issuance of UnlistedSecurities to Scheme Shareholders, unless Castle Topco considers that they maybe so issued pursuant to an exemption from the registration requirements of theUS Securities Act provided by Section 3(a)(10) of that Act. Any such issue, andthe availability of the Unlisted Securities Alternative, will be subject to theadditional restrictions noted in the Scheme Document. No steps have been taken, nor will any be taken, to enable the UnlistedSecurities to be offered in compliance with the applicable securities laws ofCanada or Japan and no prospectus in relation to the Unlisted Securities hasbeen, or will be, lodged with or registered by the Australian Securities andInvestments Commission. Accordingly, the Unlisted Securities may not be offered,sold, resold, taken up, delivered or transferred, directly or indirectly, in orinto Canada, Japan or Australia (except in transactions exempt from or notsubject to the registration requirements of the relevant securities laws ofCanada, Japan or Australia). In relation to the Additional Unlisted Securities Entitlement, this announcementis an advertisement and not a prospectus and if, pursuant to the United KingdomProspectus Rules, a prospectus is required to be published in relation to theAdditional Unlisted Securities Entitlement, investors should not make anyelection in respect of the Additional Unlisted Securities Entitlement except onthe basis of information in such prospectus. If a prospectus is required to bepublished, it will be made available at the offices of Apollo Management L.P. at25 St George Street, London W1S 1FS. The securities that may be offered pursuant to the Additional UnlistedSecurities Entitlement will not be registered under the US Securities Act orunder the securities laws of any state in the United States. The relevantclearances have not been obtained, nor will they be, and no steps have beentaken, nor will they be, to enable the securities which are the subject of theAdditional Unlisted Securities Entitlement to be offered in compliance with theapplicable securities laws of Canada, Australia or Japan (or any province orterritory thereof, if applicable) or any other jurisdiction (including theproduction of any prospectus required under the laws of any such jurisdiction).Accordingly, unless otherwise determined by the Apollo Funds and the relevantclearances are obtained or steps taken, the securities which are the subject ofthe Additional Unlisted Securities Entitlement may not be offered, sold, resoldor delivered, directly or indirectly, in or into or from the United States (orto US Persons), Canada, Australia or Japan (or any residents thereof) or anyother jurisdiction (or to residents in that jurisdiction) if to do so wouldconstitute a violation of the relevant laws of such jurisdiction. Neither theUS Securities Exchange Commission nor any US State securities commission hasapproved or disapproved the securities which are the subject of the AdditionalUnlisted Securities Entitlement or determined if this announcement is accurateor complete. Any representation to the contrary is a criminal offence. In accordance with normal United Kingdom market practice and subject toapplicable regulatory requirements, Castle BidCo or its nominees or its brokers(acting as agents) may from time to time make certain purchases of, orarrangements to purchase, Countrywide Shares outside the United States, otherthan pursuant to the Revised Offer. These purchases may occur either in the openmarket at prevailing prices or in private transactions at negotiated prices. Anyinformation about such purchases will be disclosed as required in the UnitedKingdom and under applicable regulatory requirements (including applicable USsecurities laws). Appendix I sets out the bases and sources of information from which thefinancial calculations used in this announcement have been derived. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Countrywide andcertain plans and objectives of the boards of Countrywide and Castle BidCo withrespect thereto. These forward-looking statements can be identified by the factthat they do not relate only to historical or current facts. Forward-lookingstatements often use words such as "anticipate", "target", "expect", "estimate","intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"or other words of similar meaning. These statements are based on assumptionsand assessments made by the boards of Countrywide and Castle BidCo in light oftheir experience and their perception of historical trends, current conditions,expected future developments and other factors they believe appropriate. Bytheir nature, forward-looking statements involve risk and uncertainty, becausethey relate to events and depend on circumstances that will occur in the futureand the factors described in the context of such forward-looking statements inthis announcement could cause actual results and developments to differmaterially from those expressed in or implied by such forward-lookingstatements. Although Countrywide and Castle BidCo believe that the expectationsreflected in such forward-looking statements are reasonable, Countrywide andCastle BidCo can give no assurance that such expectations will prove to havebeen correct and Countrywide and Castle BidCo therefore caution you not to placeundue reliance on these forward-looking statements which speak only as at thedate of this announcement. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Countrywide all "dealings" in any "relevant securities"of Countrywide (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the business day following the date of therelevant transaction. This requirement will continue until the Proposals lapse,are withdrawn, or upon the "offer period" otherwise ending. If two or morepersons act together pursuant to an agreement or understanding, whether formalor informal, to acquire an "interest" in "relevant securities" of Countrywide,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Countrywide, by Castle BidCo or Countrywide, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the business day following the date of the relevanttransaction. In addition, as a consequence of the Rightmove Shares being included in theOffer, the Panel has imposed a further requirement that all dealings insecurities of Rightmove by Castle BidCo or Countrywide, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the business day following the date of the relevant transactionon the same basis as if Rightmove securities were "relevant securities" for thepurpose of Rule 8.1 of the City Code. A disclosure table, giving details of the companies whose "relevant securities"and "dealings" should be disclosed, and the number of securities in issue, canbe found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a dealing under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)20 7236 7013. The Offer will be subject to the requirements of the City Code and will be onthe terms and subject to the Conditions. The Scheme Documents and Announcementincludes full details of the Scheme. As at 7.00 a.m. (London time) on the Reference Date, Countrywide had 170,951,134ordinary shares of 5 pence in issue (ISIN number GB00B00FQ060). Appendix I BASES AND SOURCES OF INFORMATION Save as otherwise stated, the following constitute the bases and sources ofcertain information referred to in this announcement: 1. the value of the entire issued ordinary share capital ofCountrywide is based on 170,951,134 Countrywide Shares in issue at the date ofthis announcement; and 2. unless otherwise stated, all prices quoted for shares areClosing Prices. -------------------------- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CWD.LRightmove