12th Apr 2007 15:00
Apollo Management L.P.12 April 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 12 April 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 an increased recommended offer by CastleBidCo for the entire issued and to be issued share capital of Countrywide of 530pence in cash and 0.16487 Rightmove Shares per Countrywide Share (the "RevisedOffer"). • Under the Revised Offer, the terms of the Rightmove Sale Election(including its availability) and the Unlisted Securities Alternative (includingits availability and the securities law restrictions to which it is subject) areon the same terms as are set out in the Scheme Document, except that theUnlisted Securities Alternative will be available in respect of electionsrelating to up to £137.52 million of the Cash Consideration. • 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 (as supplemented and amendedby the scheme circular posted to Countrywide Shareholders on 31 March 2007,together referred to in this Announcement as the "Scheme Document") (the "Original Offer"). • Pursuant to the notices dated 20 March 2007 as set out in the SchemeDocument, the Court Meeting and the EGM to approve the Proposals will take placeat the offices of Ashurst at Broadwalk House, 5 Appold Street, London EC2A 2HAat 10.30 a.m. and 10.40 a.m. respectively (or, in the case of the EGM, if later,as soon as the Court Meeting has been concluded or adjourned) on 13 April 2007.Blue Forms of Proxy submitted in respect of the Court Meeting and pink Forms ofProxy submitted in respect of the EGM in accordance with the instructions setout therein, and proxy appointments made in accordance with the CREST electronicproxy appointment services, will continue to be valid in respect of the RevisedOffer. The completion and return of a Form of Proxy will not prevent anyCountrywide Shareholder from attending and voting at either the Court Meeting orthe EGM, or any adjournment thereof, in person if he or she wishes to do so. • The Board of Countrywide received a conditional and non-bindingproposal from a third party in relation to a possible competing offer for thewhole of the issued and to be issued share capital of Countrywide. As requiredunder the Inducement Fee Agreement, the Company notified Apollo and Castle Bidcoof this proposal and, as a result, Castle Bidco has agreed to make the RevisedOffer. • 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 unanimously recommend that Countrywide Shareholdersvote in favour of the Revised Offer. In providing its advice, Hawkpoint hastaken into account the Countrywide Directors' commercial assessments. Neitherthe Rightmove Sale Election nor the Unlisted Securities Alternative is thesubject of a recommendation by the Countrywide Directors and CountrywideShareholders are strongly advised to seek their own independent financial advicebefore electing to participate in the Rightmove Sale Election or the UnlistedSecurities Alternative. 1. Terms of the Revised Offer • Under the basic terms of the Revised Offer, Scheme Shareholders willreceive 530 pence in cash and 0.16487 Rightmove Shares per Scheme Share, valuingeach Countrywide Share at 617 pence (based on the Closing Price of a RightmoveShare of 525 pence on 11 April 2007 (the "Reference Date"), the last practicabledate prior to the date of this Announcement). • The Revised Offer values the existing issued ordinary share capital ofCountrywide at approximately £1,054 million (based on the Closing Price of aRightmove Share of 525 pence on the Reference Date) and represents a premium ofapproximately 15.2 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). The Cash Consideration of 530 pence per Countrywide Sharepayable under the terms of the Revised Offer represents an increase of 3.9% onthe Cash Consideration of 510 pence per Countrywide Share payable under theterms of the Original Offer. • Under the Revised Offer, the Rightmove Sale Election (including itsavailability) is on the same terms as are set out in the Scheme Document. 2. Unlisted Securities Alternative • Under the Revised Offer, the terms of 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 SchemeDocument, except that Scheme Shareholders may elect for Unlisted Securities onthe following basis: for each Scheme Share: 0.530 Class B Shares and 4.770 Class B Notes • The Unlisted Securities Alternative will also now be available inrespect of elections relating to up to £137.52 million of the CashConsideration, compared to £100 million of Cash Consideration under the terms ofthe Original Offer. • Under the Unlisted Securities Alternative, a maximum of 13.752 millionClass B Shares and 123.768 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 45 per cent. of the issued sharecapital of Castle TopCo, and Class A Notes and Class B Notes in an aggregateamount of approximately £275 million would be in issue, of which approximately£151 million would be Class A Notes held by or on behalf of the Apollo Funds andapproximately £124 million Class B Notes would be held by former CountrywideShareholders. • 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"). This letter (the "Valuation Letter") is set out in the Scheme Document. Theform of a letter provided by Credit Suisse to Castle BidCo in connection withthe Valuation Letter is set out in Appendix II to this Announcement. 3. Background to the Revised Offer The Board of Countrywide received a conditional and non-binding proposal from athird party in relation to a possible competing offer for the whole of theissued and to be issued share capital of Countrywide. As required under theInducement Fee Agreement, the Company notified Apollo and Castle Bidco of thisproposal and, as a result, Castle Bidco has agreed to make the Revised Offer. 4. Recommendation The Countrywide Directors, who have been so advised by Hawkpoint, consider theterms of the Revised Offer to be fair and reasonable. Accordingly, theCountrywide Directors unanimously recommend that Countrywide Shareholders votein favour of the Revised Offer. In providing its advice, Hawkpoint has takeninto account the Countrywide Directors' commercial assessments. Neither theRightmove Sale Election nor the Unlisted Securities Alternative is the subjectof a recommendation by the Countrywide Directors and Countrywide Shareholdersare strongly advised to seek their own independent financial advice beforeelecting to participate in the Rightmove Sale Election or the UnlistedSecurities Alternative. 5. 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 Document, Castle BidCo has not soughtor obtained any letters of support from other Countrywide Shareholders inrelation to the Revised Offer. 6. Financing the Offer • Credit Suisse is satisfied that the necessary financial resources areavailable to Castle BidCo to satisfy the cash consideration due under theRevised Offer in full. Full implementation of the Proposals would result in amaximum Cash Consideration of approximately £917 million being payable by CastleBidCo to Countrywide Shareholders (assuming exercise in full of all optionsunder the Countrywide Share Schemes and no Class B Shares or Class B Notes beingissued under the Unlisted Securities Alternative). • Under the Revised Offer, external debt financing to be used to fund£635 million of the Cash Consideration is expected to consist of: (i) £367.5million senior secured floating rate notes (the "Senior Secured Floating RateNotes"), £100 million senior secured floating rate PIK-election notes (the "Senior Secured Toggle Notes" and together with the Senior Secured Floating RateNotes, the "Senior Secured Notes") and £167.5 million fixed rate senior notes(the "Senior Notes" and together with the Senior Secured Notes the "FinancingNotes"), which are expected to be issued by Castle Bidco on or about theEffective Date, or (ii) £367.5 million of senior secured increasing rate loans(the "Senior Secured Bridge Loans"), £100 million senior secured increasing ratePIK-election loans (the "Senior Secured Toggle Bridge Loans" and together withthe Senior Secured Bridge Loans, the "Senior Secured Bridge Loans"), and £167.5million of senior increasing rate loans (the "Senior Bridge Loans", and togetherwith the Senior Secured Bridge Loans, the "Bridge Loans"), which are expected tobe borrowed by Castle Bidco on or about the Effective Date under Bridge Loanfacilities. Castle Bidco is expected to use the Bridge Loans as a source ofexternal debt financing only if the Financing Notes are not issued prior to theEffective Date. If the Bridge Loans are used as the source of external debtfinancing, it is expected that the Bridge Loans will be refinanced by theFinancing Notes prior to the maturity date of the Bridge Loans. Castle Bidco isalso expected to enter into a £100 million revolving credit facility (the "Revolving Credit Facility"). On the date on which the initial drawings aremade, (the "Closing Date"), a portion of the Revolving Credit Facility may alsobe utilised for working capital purposes and to pay fees and expenses of theoffer to the extent of the cash amount on the Company's balance sheet at theEffective Date. • The financing under the Bridge Loans and Revolving Credit Facility isexpected to be arranged by Credit Suisse, London Branch, Deutsche Bank AG,London Branch and Goldman Sachs International and the initial lenders under suchfacilities will be Credit Suisse, London Branch, Deutsche Bank AG, London Branchand Goldman Sachs Credit Partners L.P. • On 12 April 2007, Castle Bidco entered into an amended and restatedinterim loan agreement (the "Interim Loan Agreement") with Credit Suisse, LondonBranch, Deutsche Bank AG, London Branch and Goldman Sachs Credit Partners L.P.as lenders to make available a £635 million term loan facility and a £100million revolving credit facility in the event the Senior Notes are not issuedprior to the Effective Date and the Bridge Loans are not available to be drawnon the Effective Date. 7. 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. 8. Disclosure of interests • Neither Castle BidCo (nor any of its directors) nor, so far as CastleBidCo is aware, any person acting in concert with Castle BidCo, owns or controlsany Countrywide Shares or Rightmove Shares or any securities convertible orexchangeable into Countrywide Shares or Rightmove Shares or any rights tosubscribe for or purchase the same, or holds any options (including tradedoptions) in respect of, or has any option to acquire, any Countrywide Shares orhas entered into any derivatives referenced to Countrywide Shares or RightmoveShares ("Relevant Securities") which remain outstanding, nor does any suchperson 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 will be madein accordance with the requirements of the Code. 9. 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 Document. • 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 Document. • Unless otherwise defined herein, capitalised terms used in thisAnnouncement have the same meaning as in the Scheme Document. 10. Forms of Proxy; Forms of Election • The structure of the Proposals remains unamended and, accordingly,Countrywide will hold the Court Meeting and the EGM at the offices of Ashurst atBroadwalk House, 5 Appold Street, London EC2A 2HA at 10.30 a.m. and 10.40 a.m.respectively (or, in the case of the EGM, if later, as soon as the Court Meetinghas been concluded or adjourned) on 13 April 2007. Blue Forms of Proxy submittedin respect of the Court Meeting and pink Forms of Proxy submitted in respect ofthe EGM in accordance with the instructions set out therein, and proxyappointments made in accordance with the CREST electronic proxy appointmentservices, will continue to be valid in respect of the Revised Offer. Thecompletion and return of a Form of Proxy will not prevent any CountrywideShareholder from attending and voting at either the Court Meeting or the EGM, orany adjournment thereof, in person if he or she wishes to do so. • Any election made prior to the date of this Announcement in relationto the Rightmove Sale Election and/or the Unlisted Securities Alternative willremain valid unless the Countrywide Shareholder who has submitted such electioncompletes and returns a new Form of Election in accordance with the instructionsset out therein and in the Scheme Document. Any new or modified Form of Electionmade after the release of this Announcement will supersede any previous Form ofElection submitted by the relevant Countrywide Shareholder (and, for thesepurposes, any election made prior to the date of this Announcement will not bedeemed to have been made irrevocably notwithstanding any term to the contrarycontained in the Form of Election). • Final elections for either the Rightmove Sale Election and/or theUnlisted Securities Alternative must be received in accordance with theinstructions set out therein and in the Scheme Document by not later than 1.00p.m. on 30 April 2007. • Any questions relating to any election made prior to the date of thisAnnouncement, and any request for additional Forms of Election, should bedirected to Capita Registrars on 0870 161 3121 or, if telephoning from outsidethe United Kingdom, on +44 20 8639 2157, Monday to Friday from 9.00 a.m. to 5.00p.m. Please note that calls to these numbers will be monitored or recorded andno advice on the merits of the Revised Offer or legal, tax or financial advicewill be given. Enquiries:Credit Suisse (lead financial adviser and corporate broker to Telephone: +44 (0) 20 7888 8888Apollo)Zachary BrechGleeson Van RietJohn Hannaford (Corporate Broking)Deutsche Bank AG (joint financial adviser to Apollo) Telephone: +44 (0) 20 7545 8000Sekhar BahadurNigel MeekOmar FaruquiGoldman Sachs International (joint financial adviser to Apollo) Telephone: +44 (0) 20 7774 1000Simon DingemansLorenzo GrabauJonathan SorrellCountrywide Telephone: +44 (0) 1376 533 700Christopher SporborgGrenville TurnerHarry HillHawkpoint (financial adviser to Countrywide) Telephone: +44 (0) 20 7665 4500David Reid ScottDavid RentonJonathan CoddingtonBrunswick Group (Countrywide PR enquiries) Telephone: +44 (0) 20 7404 5959John SunnucksKate 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 UKcommodity derivatives business by the Financial Services Authority; and isregulated by the Financial Services Authority for the conduct of UK business.Deutsche Bank AG is acting exclusively as joint financial adviser to Apollo andCastle BidCo and no one else in connection with the Proposals and will not beresponsible to anyone other than Apollo and Castle BidCo for providing theprotections afforded to clients of Deutsche Bank AG nor for providing advice inrelation to the Proposals, the content of this Announcement or any matterreferred 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 andthe Rightmove Sale Election and the release, publication or distribution of thisAnnouncement to persons who are not resident in the United Kingdom may beaffected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselves of,and observe, any applicable requirements. Any failure to comply with suchapplicable requirements may constitute a violation of the securities laws of anysuch jurisdictions. This Announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this Announcement hadbeen prepared in accordance with 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 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 Document includes fulldetails of the Scheme, together with notices of the Court Meeting and the EGM. In deciding whether or not to vote in favour of the Scheme in respect of theirCountrywide Shares, Countrywide Shareholders should rely on the informationcontained in, and follow the procedures described in this Announcement, theScheme Document, the Forms of Proxy and the Forms of Election. As at 7.00 a.m. (London time) on the Reference Date, Countrywide had 170,950,464ordinary shares of 5 pence in issue (ISIN number GB00B00FQ060). CA071010067 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 170,950,464 Countrywide Shares in issue at the date ofthis Announcement. 2. The maximum cash consideration payable under the Proposalsis based on 170,950,464 Countrywide Shares in issue and no more than 1,991,431 "in the money" employee share options outstanding over Countrywide Shares at thedate of this Announcement and which are expected to become exercisable as aconsequence of the Scheme. 3. Unless otherwise stated, all prices quoted for shares areClosing Prices. Appendix II RULE 24.10 VALUATION CONFIRMATION The following is the full text of a letter from Credit Suisse Securities(Europe) Limited to the Directors of Castle HoldCo 4, Ltd.: One Cabot Square London E14 4QJ Phone +44 20 7888 8888 Fax +44 20 7888 1600 www.credit-suisse.com The Directors Castle HoldCo 4, Ltd. 25 St. George Street London W1S 1FS 12 April 2007 Recommended revised offer by Castle HoldCo 4, Ltd. for Countrywide plc Estimate of Value of the Combination of Class B Shares and Class B Notes Dear Sirs, We refer to a letter from us to you dated 16 March 2007 (the "Valuation Letter")in relation to our estimated valuation, pursuant to Rule 24.10 of the Code, ofthe combination of Class B Shares and Class B Notes which may be issued by theCastle Holdco Group pursuant to the Unlisted Securities Alternative, a copy ofwhich was included at Appendix VIII to the Scheme Document posted to Countrywideshareholders on 20 March 2007. We hereby confirm that, taking into account therevisions to the Proposals described in the Announcement issued by CastleHoldcCo 4, Ltd. of even date herewith, the views expressed in the ValuationLetter including, without limitation, the Estimate of Value have not changedbetween the date of the Valuation Letter and the date hereof. The Valuation Letter and this confirmation have been provided to the directorsof Castle HoldCo 4, Ltd. solely for the purposes of Rule 24.10 of the Code andshall not be used or relied upon for any other purpose whatsoever. They are notaddressed to and may not be relied upon by any third party for any purposewhatsoever and Credit Suisse Securities (Europe) Limited expressly disclaims anyduty or liability to any third party with respect to the contents of this letterand the Valuation Letter. Terms defined in the Valuation Letter shall have thesame meanings when used in this letter. Credit Suisse, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as lead financial advisorand corporate broker to the Apollo Funds and Castle HoldCo 4, Ltd. and no oneelse in connection with the Proposals and will not be responsible to anyoneother than the Apollo Funds and Castle HoldCo 4, Ltd. for providing theprotections afforded to clients of Credit Suisse nor for providing advice inrelation to the Proposals, the content of the Scheme Document or any matterreferred to herein. Credit Suisse will receive fees from Castle HoldCo 4, Ltd.,as the bidding entity, in respect of these services. Countrywide Shareholders who may be considering a continuing investment in thefuture of Castle HoldCo 4, Ltd. through the Unlisted Securities Alternative areurged to read carefully all the information contained in the Scheme Document andthe supplementary circular to Shareholders. In particular, CountrywideShareholders should note that the Class B Shares and Class B Notes will beunlisted securities and there are no current plans to seek a public quotation onany recognised investment exchange or other market of either class of UnlistedSecurities. In providing this Estimate of Value, Credit Suisse expresses no opinion orrecommendation to any person as to whether they should accept the Offer orwhether they should make any elections pursuant to the Unlisted SecuritiesAlternative. Countrywide Shareholders are recommended to seek their ownindependent financial advice. Credit Suisse expresses no opinion as to thefairness of the financial terms of the Offer. Yours faithfully, For and on behalf of Credit Suisse Securities (Europe) Limited Zachary Brech Managing Director Registered Office as above Registered in England No. 891554 Authorised and Regulated by the Financial Services Authority This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CWD.LRightmove