5th Mar 2007 07:04
Apollo Management L.P.05 March 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 2 March 2007 CASTLE HOLDCO 4, LTD. ("Castle BidCo") RECOMMENDED OFFER FOR THE ACQUISITION OF COUNTRYWIDE PLC TO BE IMPLEMENTED BY A SCHEME OF ARRANGEMENT Summary • The boards of Castle BidCo and Countrywide are pleased to announcethat they have reached agreement on the terms of a recommended offer by CastleBidCo for the entire issued and to be issued share capital of Countrywide of 510pence in cash and 0.16487 Rightmove Shares per Countrywide Share. • Castle BidCo is a company incorporated on behalf of the Apollo Fundsfor the purpose of making the Offer and implementing the Proposals. Followingcompletion of the Proposals, Castle BidCo will be indirectly owned by the ApolloFunds and those Scheme Shareholders who have validly elected for the UnlistedSecurities Alternative (as described below). • The Offer values each Countrywide Share at 590 pence and the existingissued ordinary share capital of Countrywide at approximately £1,008 million(based on today's Closing Price of a Rightmove Share of 485.5 pence on 2 March2007, the date of this Announcement) and represents a premium of approximately: • 28.0 per cent. to the Closing Price of 461 pence per Countrywide Shareon 13 September 2006, the last Business Day prior to the announcement by 3i thatit was considering a possible offer for Countrywide (the Closing Price of aRightmove Share was 335.5 pence on this date); • 7.2 per cent. to the offer for Countrywide of 550.6 pence perCountrywide Share announced by Charlie Holdco 4 Limited, the company sponsoredby the 3i Investors, on 12 December 2006 (the Closing Price of a Rightmove Sharewas 367 pence on 11 December 2006, the last Business Day prior to theannouncement); and • 10.3 per cent. to the Closing Price of 535 pence per Countrywide Shareon 2 February 2007, the last Business Day prior to the announcement of apossible offer for Countrywide (the Closing Price of a Rightmove Share was 468pence on this date). • Under the basic terms of the Offer, Scheme Shareholders will receive510 pence in cash and 0.16487 Rightmove Shares per Scheme Share, valuing eachCountrywide Share at 590 pence (based on the Closing Price of a Rightmove Shareof 485.5 pence on the Reference Date). • The Offer will also include an Unlisted Securities Alternative, underwhich Scheme Shareholders will be entitled to elect for a combination of Class BShares and Class B Notes in lieu of all or part of the cash consideration towhich they are entitled under the basic terms of the Offer (that is, excludingany cash consideration which may be due to such shareholder pursuant to anelection to participate in the Rightmove Sale Election (as described below)).The Class B Shares and the Class B Notes will be unlisted securities and thereare no plans to seek a public quotation on any recognised investment exchange orother market of either class of Unlisted Security which may be issued to SchemeShareholders under the Unlisted Securities Alternative. • The Unlisted Securities Alternative will not be available in respectof elections relating to more than £100 million of the Cash Consideration, andwill only be made available if valid elections for the Unlisted SecuritiesAlternative are received in respect of at least £20 million of the CashConsideration. The Unlisted Securities Alternative will also be subject tocertain other restrictions as regards Overseas Shareholders. • Countrywide currently holds (through one of its wholly ownedsubsidiaries) approximately 28.5 million Rightmove Shares amounting to 21.5 percent. of the issued share capital of Rightmove. The entitlement of SchemeShareholders to receive Rightmove Shares under the basic terms of the Offer willbe satisfied by a return of capital in specie of Rightmove Shares by Countrywidepursuant to the terms of the Scheme. • Pursuant to the Rightmove Sale Election, Scheme Shareholders may electto have the Rightmove Shares to which they are entitled under the basic terms ofthe Offer sold on their behalf. Scheme Shareholders who are US Persons will bedeemed to have made an election for the Rightmove Sale Election in respect ofall Rightmove Shares to which they are entitled under the Scheme. • The Proposals are proposed to be effected by means of a scheme ofarrangement under section 425 of the Companies Act. • The Proposals will be subject, amongst other things, to the sanctionof the Court and the approval of Countrywide Shareholders. The Scheme Document,setting out full details of the Proposals and the procedures to be followed byCountrywide Shareholders to approve the Scheme, together with the Forms ofElection and Forms of Proxy, will be posted to Countrywide Shareholders and, forinformation only, to participants in the Countrywide Share Schemes, as soon aspracticable and in any event within 28 days of this Announcement unlessotherwise agreed with the Panel. • If the Proposals do not become effective by 19 May 2007, the Proposalswill lapse except where the approval of the Countrywide Shareholders at theCourt Meeting and the EGM is obtained before this date, in which case thelongstop date for the Proposals will be 31 August 2007 (or such later date (ifany) as Castle BidCo and Countrywide may agree and, if appropriate, the Courtmay approve). Castle BidCo may also extend the longstop date, at its discretion,from 19 May 2007 to 31 August 2007 (or such later date (if any) as Castle BidCoand Countrywide may agree and, if appropriate, the Court may approve). • The Countrywide Directors, who have been so advised by Hawkpoint,consider the terms of the Offer to be fair and reasonable. In providing itsadvice, Hawkpoint has taken into account the Countrywide Directors' commercialassessments. Accordingly, the Countrywide Directors will unanimously recommendthat Countrywide Shareholders vote in favour of the Proposals. 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. • Each of the Countrywide Directors has irrevocably undertaken to votein favour of the resolutions to be proposed at the Court Meeting and the EGM inrespect of their own beneficial holdings of Countrywide Shares which, inaggregate, total 524,728 Countrywide Shares. On the Reference Date, theseirrevocable undertakings together related to approximately 0.3 per cent. of theexisting issued share capital of Countrywide. All of these irrevocableundertakings will continue to be binding if a higher offer is made. • In addition, certain investors have given statements of intention tovote in favour of the resolutions to be proposed at the Court Meeting and theEGM in respect of, in aggregate, 40,633,008 Countrywide Shares. On the ReferenceDate, these statements of intention together related to approximately 23.78 percent. of the existing issued share capital of Countrywide. Further detailsrelating to these statements of intention, including the conditions to whichthey are subject, are detailed in paragraph 7 of this Announcement. Commenting on the Offer, Christopher Sporborg, Chairman of Countrywide, said: "A number of key shareholders, including ones who voted against the previousoffer from 3i, have indicated their support for Apollo's offer for Countrywide.Therefore, I believe it is appropriate for the Countrywide Board to recommendApollo's Offer for Countrywide as the Countrywide Board believes that it is inthe best interests of Countrywide Shareholders for the Offer to be made." This summary should be read in conjunction with the full text of thisAnnouncement and the Appendices. The Proposals will be subject to the conditionsset out in Appendix I to this Announcement and to the further terms to be setout in the Scheme Document. 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 Faruqui Goldman Sachs International (joint financial adviser to Apollo) Telephone: +44 (0) 20 7774 1000Simon DingemansLorenzo GrabauJonathan Sorrell Countrywide Telephone: +44 (0) 1376 533 700Christopher SporborgGrenville TurnerHarry Hill Hawkpoint (financial adviser to Countrywide) Telephone: +44 (0) 20 7665 4500David Reid ScottDavid RentonJonathan Coddington Brunswick 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 full terms and conditions of the Scheme will be set out in the SchemeDocument. Countrywide Shareholders are advised to read carefully the formaldocumentation in relation to the Proposals once it has been despatched. This Announcement does not constitute an offer to sell, or an invitation tosubscribe for or purchase, any securities or the solicitation of any vote orapproval in any jurisdiction, nor shall there be any sale, issuance or transferof the securities referred to in this Announcement in any jurisdiction incontravention of applicable law. The availability of the Offer, the Unlisted Securities Alternative and theRightmove 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 paragraph 4 below. 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 Offer. These purchases may occur either in the open marketat 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 Conditions to the implementation of the Proposals. Appendix II sets out the bases and sources of information from which thefinancial calculations used in this Announcement have been derived. Appendix III contains a summary of the key rights attaching to the Class BShares. Appendix IV contains a summary of the key rights attaching to the Class B Notes. Appendix V contains the definitions of terms used in this Announcement(including this summary). 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. 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 2 March 2007 CASTLE BIDCO RECOMMENDED OFFER FOR THE ACQUISITION OF COUNTRYWIDE PLC TO BE IMPLEMENTED BY A SCHEME OF ARRANGEMENT 1. Introduction The boards of Castle BidCo and Countrywide announce that they have reachedagreement on the terms of a recommended offer by Castle BidCo for theacquisition of all of the issued and to be issued ordinary share capital ofCountrywide. Under the basic terms of the Offer, Scheme Shareholders will be entitled to 510pence in cash and 0.16487 Rightmove Shares per Scheme Share. The Offer valueseach Countrywide Share at 590 pence and the existing issued ordinary sharecapital of Countrywide at approximately £1,008 million (based on the ClosingPrice of a Rightmove Share on the Reference Date). The Offer will also include an Unlisted Securities Alternative, under whichScheme Shareholders will be entitled, subject to certain restrictions describedbelow, to elect for a combination of Class B Shares and Class B Notes in lieu ofall or part of the cash consideration to which they are entitled under the basicterms of the Offer (that is, excluding any cash consideration which may be dueto such shareholder pursuant to an election to participate in the Rightmove SaleElection). The Class B Shares and the Class B Notes will be unlisted securitiesand there are no plans to seek a public quotation on any recognised investmentexchange or other market of either class of Unlisted Security which may beissued to Scheme Shareholders under the Unlisted Securities Alternative. In addition, pursuant to the Rightmove Sale Election (as described in paragraph3 below), Scheme Shareholders may elect to have the Rightmove Shares to whichthey are entitled under the basic terms of the Offer sold on their behalf.Scheme Shareholders who are US Persons will be deemed to have made an electionfor the Rightmove Sale Election in respect of all Rightmove Shares to which theyare entitled under the Scheme. Castle BidCo is a company incorporated on behalf of the Apollo Funds for thepurpose of making the Offer and implementing the Proposals. Following completionof the Proposals, Castle BidCo will be indirectly owned by the Apollo Funds andthose Scheme Shareholders who have validly elected for the Unlisted SecuritiesAlternative (as described in paragraph 4 below). 2. The Proposals It is intended that the Proposals will be implemented by means of a scheme ofarrangement under section 425 of the Companies Act which will also involve areduction of capital under section 135 of the Companies Act. The Proposals willbe subject to the Conditions and further terms set out in Appendix I to thisAnnouncement and any further terms to be set out in the Scheme Document. If the Scheme and the Reduction of Capital become effective, the Scheme Shareswill be cancelled and, under the basic terms of the Offer, Scheme Shareholderson the register of members at the Scheme Record Time will receive: for each Scheme Share 510 pence in cash and 0.16487 Rightmove Shares The Offer values each Countrywide Share at 590 pence and the existing issuedordinary share capital of Countrywide at approximately £1,008 million (based onthe Closing Price of 485.5 pence per Rightmove Share on the Reference Date) andrepresents a premium of approximately: • 28.0 per cent. to the Closing Price of 461 pence per Countrywide Shareon 13 September 2006, the last Business Day prior to the announcement by 3i thatit was considering a possible offer for Countrywide (the Closing Price of aRightmove Share was 335.5 pence on this date); • 7.2 per cent. to the offer for Countrywide of 550.6 pence perCountrywide Share announced by Charlie Holdco 4 Limited, the company sponsoredby the 3i Investors, on 12 December 2006 (the Closing Price of a Rightmove Sharewas 367 pence on 11 December 2006, the last Business Day prior to theannouncement); and • 10.3 per cent. to the Closing Price of 535 pence per Countrywide Shareon 2 February 2007, the last Business Day prior to the announcement of apossible offer for Countrywide (the Closing Price of a Rightmove Share was 468pence on this date). 3. Entitlement to Rightmove Shares; Rightmove Sale Election The entitlement of Scheme Shareholders to receive Rightmove Shares under theOffer will be satisfied by a return of capital in specie of Rightmove Shares byCountrywide pursuant to the terms of the Scheme. The Rightmove Shares arelisted on the Official List and admitted to trading on the London StockExchange. The Countrywide Group presently owns a total of 28,515,375 RightmoveShares, representing 21.5 per cent. of the existing issued share capital ofRightmove. Entitlements to Rightmove Shares under the Scheme will be roundeddown to the nearest whole Rightmove Share. Fractional entitlements will bedisregarded and sold on behalf of the relevant Scheme Shareholders. Theresulting net proceeds (after deduction of broking fees and other sale costs andexpenses) will be remitted to the relevant Scheme Shareholder (subject to a deminimis of £3). Pursuant to the Rightmove Sale Election, Scheme Shareholders will be able toelect to sell all (but not some only) of the Rightmove Shares to which they areentitled under the Scheme. The Rightmove Sale Shares will be sold on behalf ofthe relevant Scheme Shareholders as soon as practicable following the EffectiveDate. Following completion of the sale of all of the Rightmove Sale Shares, theRightmove Sale Proceeds will be remitted to the relevant Scheme Shareholders ona pro rata basis according to the number of Rightmove Shares in respect of whichsuch election was made. Further details of the Rightmove Sale Election will beset out in the Scheme Document. Countrywide has entered into a placing agreement with UBS Limited in connectionwith the Rightmove Sale Election pursuant to which UBS Limited has agreed toprocure purchasers for, or otherwise to purchase itself, certain ordinary sharesin the capital of Rightmove (including the Rightmove Sale Shares) at a price tobe determined following an accelerated book-building process which will takeplace as soon as practicable following the Effective Date. Under the terms ofthe placing agreement, UBS Limited has certain limited termination rights in theevent of a material breach of the warranties contained therein. Further detailsof the placing agreement will be set out in the Scheme Document. 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. Countrywide Shareholders are recommended to consider carefully, in light oftheir own investment objectives and having taken independent advice appropriateto their own financial circumstances, whether they wish to retain the RightmoveShares to which they are entitled under the Offer, or to elect to receive cashpursuant to the Rightmove Sale Election. 4. The Unlisted Securities Alternative 4.1 Terms Under the Unlisted Securities Alternative, Scheme Shareholders may elect for acombination of Class B Shares and Class B Notes in lieu of all or part of thecash consideration to which they are entitled under the basic terms of the Offer(that is, excluding any cash consideration which may be due to such shareholderpursuant to an election to participate in the Rightmove Sale Election). The keyrights and restrictions attaching to the Class B Shares and the Class B Notesare summarised in paragraph 4.5 and Appendix III, and paragraph 4.6 and AppendixIV, respectively. Pursuant to the Unlisted Securities Alternative, Scheme Shareholders may electfor Unlisted Securities on the following basis: for each Scheme Share: 0.510 Class B Shares and 4.590 Class B Notes but subject to any scaling down as described below. If the Unlisted SecuritiesAlternative is implemented, fractional entitlements to Unlisted Securities willbe rounded down to the nearest whole number of Unlisted Securities and will bedisregarded. 4.2 Availability The Unlisted Securities Alternative will not be available in respect ofelections relating, in aggregate, to more than £100 million of the CashConsideration. As such, a maximum of 10 million Class B Shares and 90 millionClass B Notes may be issued to Scheme Shareholders. If elections for the Unlisted Securities Alternative received are, in aggregate,in excess of £100 million of the Cash Consideration, they will be scaled down asnearly as practicable pro rata to all valid elections received. Assuming allScheme Shareholders validly elect to receive the Unlisted Securities Alternativein respect of their entire holding of Countrywide Shares, Scheme Shareholderswill be entitled to receive the Unlisted Securities Alternative in respect ofapproximately 11.3 per cent. of their Countrywide Shares. If the UnlistedSecurities Alternative is fully subscribed, Class B Shares held by SchemeShareholders who elect for the Unlisted Securities Alternative will representapproximately 33 per cent. of the issued share capital of Castle TopCo, andClass A Notes and Class B Notes in an aggregate amount of approximately £275million would be in issue, of which approximately £185 million would be Class ANotes held by or on behalf of the Apollo Funds and approximately £90 millionClass B Notes would be held by former Countrywide Shareholders. If elections have to be scaled down, those Scheme Shareholders who validly electfor the Unlisted Securities Alternative will instead receive additional CashConsideration in lieu of the Unlisted Securities they would have received hadsuch elections not been scaled down. The Unlisted Securities Alternative will only be made available and implementedas part of the Proposals if valid elections for the Unlisted SecuritiesAlternative are received in respect of, in aggregate, at least £20 million ofthe Cash Consideration. If elections below this amount are received, all suchelections shall be deemed to be invalid and Scheme Shareholders who validlyelected for the Unlisted Securities Alternative will instead receive CashConsideration in respect of the Scheme Shares which were subject to such anelection in accordance with the basic terms of the Offer. The availability of the Unlisted Securities Alternative is also subject to thesecurities law restrictions noted in paragraph 4.4. 4.3 Risk factors Countrywide Shareholders are recommended to consider carefully, in light oftheir own investment objectives and having taken independent advice appropriateto their own financial circumstances, whether they wish to elect for Class BShares and Class B Notes under the Unlisted Securities Alternative. Theattention of Countrywide Shareholders who may consider electing for the UnlistedSecurities Alternative is drawn to certain risk factors and other investmentconsiderations relevant to such an election. These include the following: • Castle TopCo and Castle MidCo 1 are unlisted CaymanIsland-incorporated companies which currently have and are expected to have nomarket in their shares or Class B Notes, respectively; • Castle TopCo has no plans to seek a listing or public quotation of theClass B Shares, and Castle MidCo 1 has no plans to seek a listing or publicquotation of the Class B Notes, on any recognised investment exchange or othermarket following the Offer. Consequently, the Unlisted Securities may bedifficult to sell; • Castle TopCo and Castle MidCo 1 will not be subject to the disclosure,corporate governance and shareholder protection requirements of any recognisedinvestment exchange; • the Castle BidCo Group's ownership arrangements reflect the fact thatit is a private equity investment and affords substantial rights to Apollo andits affiliates. The rights of other shareholders are consequently restricted; • the Castle TopCo Articles will contain provisions which restrict thetransfer of the Class B Shares (these restrictions are summarised in AppendixIII of this Announcement) and the terms of the Class B Notes will restrict theirtransfer (these restrictions are summarised in Appendix IV of thisAnnouncement); • interest on the Class B Notes is expected to be paid in kind throughthe issue of additional Class B Notes instead of cash. Where interest is paidin kind, such interest may nevertheless be subject to UK tax in the hands ofcertain Scheme Shareholders (including UK tax resident individuals) even thoughthe relevant Scheme Shareholder has not received any cash; • the Castle BidCo Group will have a high initial level of debt funding(as described in paragraph 17) to which the Class B Notes will be subordinated;and • Castle TopCo currently has no intention to pay dividends. 4.4 Securities law restrictions The Unlisted Securities have not been and will not be registered under the USSecurities Act nor under the securities laws of any state in the United States.Accordingly, they will not be issued to US Persons unless Castle TopCo considersthat they may be so issued pursuant to an exemption from the registrationrequirements of the US Securities Act provided by Section 3(a)(10) of that Act.In addition, if 300 or more US Holders elect for the Unlisted SecuritiesAlternative, Castle TopCo may, at its discretion, determine that the UnlistedSecurities Alternative will not be made available and all Scheme Shareholderswill instead receive Cash Consideration in respect of the Countrywide Shareswhich were subject to such an election in accordance with the basic terms of theOffer. Except with the approval of Castle TopCo, neither class of Unlisted Security maybe offered, sold, resold, taken up, delivered or transferred, directly orindirectly, in or into the United States or to or for the account or benefit ofany person believed to be a US Person, or in any other manner whatsoever, as aresult of which a registration under the US Securities Act or the US ExchangeAct would be required, including any transfer that would result in there being300 or more US Holders of either class of Unlisted Security resident in theUnited States. Any transfer to a US Holder shall require the approval of theCastle TopCo Board (which approval the Castle TopCo Board intends to grantunless, as a result of the transfer, registration under the US Securities Act orthe US Exchange Act would be required). Where Castle TopCo believes that an election for the Unlisted SecuritiesAlternative by any Scheme Shareholder may infringe applicable legal orregulatory requirements, or may result in a requirement for a registration underthe US Securities Act, US Exchange Act or any other securities laws in theUnited States, Castle TopCo will have the right to deem that such SchemeShareholder has not elected for the Unlisted Securities Alternative and suchScheme Shareholder will instead receive Cash Consideration in respect of theScheme Shares which were subject to such an election in accordance with thebasic terms of the Offer. 4.5 Terms of Class B Shares The Class B Shares will rank pari passu in all respects with the Class A Shareswhich are to be subscribed for by the Apollo Funds on or prior to completion ofthe Proposals save that, subject to certain exceptions, the Class B Shareholderswill not be entitled to vote at any general meeting of Castle TopCo. The Class BShares are also subject to certain transfer restrictions and obligations,including drag-along and tag-along rights. A more detailed summary of the rightsand restrictions attaching to the Class B Shares is provided in Appendix III. Detailed information on the Class B Shares will be set out in the SchemeDocument and the Class B Shares will be subject to the rights and restrictionsset out in the Castle TopCo Articles. 4.6 Terms of Class B Notes The Class B Notes will rank pari passu in all respects with the Class A Noteswhich are to be subscribed for by the Apollo Funds on or prior to completion ofthe Proposals. The Class B Notes are also subject to certain transferrestrictions and obligations, including drag-along and tag-along rights. A moredetailed summary of the rights and restrictions attaching to the Class B Notesis provided in Appendix IV. Detailed information on the Class B Notes will be set out in the SchemeDocument. 5. Background to and reasons for the recommendation of theOffer On 26 January 2007, the scheme to implement Charlie Holdco 4 Limited's offer forCountrywide lapsed. At the time the scheme lapsed, Charlie Holdco 4 Limited'soffer valued each Countrywide Share at approximately 569 pence, comprising 490pence in cash and 0.16518 Rightmove Shares (based on the Closing Price of aRightmove Share on 11 December 2006). In early January 2007, a number ofCountrywide Shareholders stated their intention to vote against the CharlieHoldco 4 Limited scheme. The Offer, which values each Countrywide Share at 590 pence (based on theClosing Price of a Rightmove Share on the Reference Date) and comprises 510pence in cash and 0.16487 Rightmove Shares, has the support of Boussard &Gavaudan Asset Management, LP, Gracie Capital LP, JANA Partners LLC, SenecaCapital Investments LLC, Scoggin Capital Management, L.P. II, ReachCapitalManagement LLC, and Majedie Asset Management Limited (which represent 23.78 percent. of the existing issued share capital of Countrywide). In assessing the Offer, the Directors have taken into account the level ofShareholder support for Charlie Holdco 4 Limited's offer and the indications ofShareholder support for the Offer (in particular, from a significant number ofShareholders who did not support the Charlie Holdco 4 Limited offer). Inaddition, an important factor has been the fact that one of Countrywide'slargest Shareholders, Artisan Partners Limited Partnership ("Artisan"), haspublicly stated that it considers it to be in the best interests of theCompany's Shareholders for the contemplated offer by an affiliate of Apollo tobe made and that it believes it may be in the best interests of the Company'sShareholders, including Artisan's clients, for that Offer, or another offer, tobe successful. Over the past 21 years, Countrywide has become the largest estate agency groupin the UK and has developed a business model based on a successful multi-brandestate agency business operating throughout the UK. On the back of this corebusiness, additional revenues are generated by providing financial products,surveying and valuation and conveyancing services. In 2004, Countrywidesuccessfully simplified the structure of the Countrywide Group by demergingChesnara plc, its closed book life assurance subsidiary, and in March 2006,Rightmove, its joint venture with a number of other large estate agency andfinancial services groups, was successfully floated on the London StockExchange. Under the Proposals, Countrywide Shareholders will (subject tocertain exceptions for Overseas Shareholders) receive, by way of a return ofcapital in specie, the Rightmove Shares currently held by Countrywide. The value of Countrywide should be assessed in the context of the stronginterlinkages between its different businesses, which the Directors believe makeany separation of Countrywide's businesses difficult to achieve withoutsignificantly reducing the revenues and profits of each of the businesses. Itis the Directors' belief that the Countrywide Group's exposure to the volatilityof volumes in the national second-hand residential property market, coupled withthe important trading relationships between its businesses, are the main reasonswhy Countrywide has not attracted a stock market rating consistent with one thatcould be derived from a valuation of Countrywide's individual businesses on aseparate standalone basis. The financial performance of the Countrywide Group is closely linked to theperformance of the core estate agency business which, in turn, is heavilyinfluenced by transaction volumes in the second-hand residential housing marketin the UK. These transaction volumes can fluctuate significantly and in late2004 and the first half of 2005, Countrywide experienced a significant declinein transaction volumes as did the rest of the market. As a result, Countrywidesuffered a significant reduction in its profits and materially reduced cashreturns to shareholders by way of dividend and share buyback. The announcement of the government's decision on Home Information Packs ("HIPs")on 18 July 2006 was disappointing for Countrywide, as HIPs represented apotentially sizeable opportunity to develop a significant new business area forCountrywide. It is the Directors' belief that the prospect of the HIPslegislation had provided a significant measure of support for Countrywide'sshare price during the difficult property market conditions of late 2004 and2005. Rumours of the impending decision and the government's formalannouncement had a significant impact on Countrywide's share price, which fellby 24 per cent. to 383.5 pence between 4 July 2006 and 20 July 2006. The Directors believe that the Countrywide Group has the opportunity to developin a number of areas. Most notably, its conveyancing business has the potentialto grow as has its lettings business. Whilst the Countrywide Group is already amajor player in both these markets, the Directors believe that, with the rightlevel of investment in offices and IT systems, further market share gains can bemade. However, these opportunities for development also carry implementationrisks. Further, there are competitive risks to the business from alternativebusiness models including online portals and automated valuation methods. Taking all of the above factors into account and, in particular, the views ofArtisan and other Shareholders, the Directors believe it is in the bestinterests of Shareholders for the Offer to be made and accordingly they willunanimously recommend that Countrywide Shareholders vote in favour of theScheme. 6. Recommendation The Countrywide Directors, who have been so advised by Hawkpoint, consider theterms of the Offer to be fair and reasonable. In providing its advice,Hawkpoint has taken into account the Countrywide Directors' commercialassessments. Accordingly, the Countrywide Directors will unanimously recommendthat Countrywide Shareholders vote in favour of the Proposals. 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. 7. Irrevocables; Letters of support Each of the Countrywide Directors has irrevocably undertaken to vote in favourof the resolutions to be proposed at the Court Meeting and the EGM in respect oftheir own beneficial holdings of Countrywide Shares which, in aggregate, total524,728 Countrywide Shares. On the Reference Date, these irrevocableundertakings together related to approximately 0.3 per cent. of the existingissued share capital of Countrywide. All of these irrevocable undertakings willcontinue to be binding if a higher offer is made. In addition, certain investors have delivered letters to Castle BidCo confirmingtheir intention to vote in favour of the resolutions to be proposed at the CourtMeeting and the EGM in respect of, in aggregate, 40,633,008 Countrywide Shares.On the Reference Date, these statements of intention together related toapproximately 23.78 per cent. of the existing issued share capital ofCountrywide. These statements of intent have been delivered by JANA Partners LLC (in respectof 9,564,200 shares), Boussard & Gavaudan Asset Management, LP (in respect of8,273,390 shares), Seneca Capital Investments LLC (in respect of 4,690,000shares), Scoggin Capital Management, L.P. II (in respect of 2,500,000 shares),ReachCapital Management LLC (in respect of 4,427,798 shares), Majedie AssetManagement Limited (in respect of 9,437,872 shares) and Gracie Capital LP (inrespect of 1,739,748 shares). The statement of intent by Boussard & Gavaudan Asset Management, LP, whichrelates to 8,273,390 shares, is conditional upon the Offer valuing eachCountrywide Share at a minimum amount of 590 pence, calculated using a price forRightmove Shares equal to the volume weighted average price over the last fullten trading days before it is required to vote or accept the Offer. Thestatement is also based on the assumption that: (i) the Offer will grantCountrywide Shareholders a right to participate pari passu in all respects withApollo in the Castle BidCo Group, subject to a maximum investment of £100million; and (ii) investors in the Castle BidCo Group will share actualtransaction costs at arm's length pro rata with Apollo. Citadel Limited Partnership, which has a financial interest by way of a contractfor differences in 3,500,000 Countrywide Shares, has also confirmed that it iscurrently supportive of the Offer. Citadel Limited Partnership does not,however, have control over the voting of such shares. The letters of intention referred to above are non-binding. They do not preventthe relevant shareholder from modifying or withdrawing its support for the Offerin the event that a higher offer to acquire Countrywide is made or fromtransferring or disposing of its interests in the Countrywide Shares to whichthe letter relates. 8. Information on the Castle BidCo Group and Apollo (a) Castle BidCo Castle BidCo is a company newly-incorporated in the Cayman Islands that isresident in the UK for UK tax purposes. It has been formed on behalf of theApollo Funds for the purpose of acquiring Countrywide. Castle BidCo is anindirect, wholly-owned subsidiary of Castle TopCo. Following completion of theProposals, Castle BidCo will be indirectly owned by the Apollo Funds and thoseCountrywide Shareholders who have validly elected for the Unlisted SecuritiesAlternative. Castle BidCo has not traded since its date of incorporation nor has it enteredinto any obligations other than in connection with the Offer and the financingof the Offer. The directors of Castle BidCo will be Lukas Kolff and Tobias Habbig. (b) Castle MidCo 1 Castle MidCo 1 is a company newly-incorporated in the Cayman Islands that isresident in the UK for UK tax purposes. It has been formed on behalf of theApollo Funds in connection with the Offer principally for the purpose of issuingthe Class B Notes to Scheme Shareholders who have validly elected for theUnlisted Securities Alternative and Class A Notes subscribed for by, or onbehalf of, the Apollo Funds to fund the acquisition of Countrywide. Castle MidCo1 is a wholly-owned subsidiary of Castle TopCo. On completion of the Proposals,Castle MidCo 1 will be indirectly owned by the Apollo Funds and thoseCountrywide Shareholders who have validly elected for the Unlisted SecuritiesAlternative. Castle MidCo 1 has not traded since its date of incorporation nor has it enteredinto any obligations other than in connection with the Offer and the financingof the Offer. The directors of Castle MidCo 1 will be Lukas Kolff and Tobias Habbig. (c) Castle TopCo Castle TopCo is a company newly-incorporated in the Cayman Islands that isresident in the UK for UK tax purposes. It has been formed on behalf of theApollo Funds in connection with the Offer and will be the issuer of the Class BShares. On completion of the Proposals, Castle TopCo will be owned by, or onbehalf of, the Apollo Funds (through their holdings of Class A Shares) and thoseCountrywide Shareholders who have validly elected for the Unlisted SecuritiesAlternative (through their holdings of Class B Shares). Castle TopCo has not traded since its date of incorporation nor has it enteredinto any obligations other than in connection with the Offer and the financingof the Offer. The directors of Castle TopCo will be Lukas Kolff and Tobias Habbig. (d) Apollo Apollo, founded in 1990, is a recognised leader in private equity, debt andcapital markets investing. Since its inception, Apollo has successfully investedover $15 billion in companies representing a wide variety of industries, both inthe U.S. and internationally. Apollo is currently investing its sixth privateequity fund, Apollo Investment Fund VI, L.P., which has committed capital of$10.1 billion along with related co-investment opportunities projected to equalapproximately $1.5 billion. 9. Information on Countrywide (General) Countrywide is a leading residential estate agency and property services companyin the UK, operating through five divisions: estate agency; lettings; financialservices; surveying and valuation; and conveyancing. Countrywide also has a 21.5 per cent. shareholding in Rightmove, a leadinginternet property site, and a 33.3 per cent. shareholding in TMG Holdings, aresidential property search provider. Countrywide's chain of 1,171 estate agency branches, including 120 franchisedbranches, is the largest estate agency chain in the UK and operates under anumber of well-known local brands. Countrywide's residential lettings businessprovides other property and management services to residential and commercialclients currently managing over 55,000 properties. The financial services division sells mortgages, income protection insurance,life and general insurance through 932 mortgage consultants based in the ownedand franchised estate agency offices. Countrywide operates the UK's largest surveying and valuation business employing764 surveyors working out of 157 offices. Countrywide's surveyors primarily actfor mortgage lenders and home buyers, conducting residential mortgage valuationsand surveys. The conveyancing division is the largest residential conveyancing business inthe UK and employs 638 conveyancing and customer services staff. The divisionprovides conveyancing legal services to home buyers and sellers, remortgageconveyancing legal services to mortgage lenders (utilising outsourcingfacilities in Chennai, India) and conveyancing panel management services to boththe Countrywide estate agency network and mortgage lenders, managing an approvedpanel of lawyers to fulfil their conveyancing instructions. 10. Information on Countrywide (Historical Financial Information) For the year ended 31 December 2005, Countrywide reported turnover of £528.2million (2004: £474.2 million), profit before tax of £31.7 million (2004: £40.0million) and operating profit before exceptional items of £31.9 million (2004:£52.6 million). For the six months ended 30 June 2006, Countrywide reported turnover of £308.5million (2005: £236.2 million), profit before tax of £62.8 million (2005: £3.5million) and operating profit before exceptional items of £43.9 million (2005:£2.4 million). 11. Information on Countrywide (Current Trading and Prospects) Trading for the year ended 31 December 2006 finished positively, with all ofCountrywide's divisions performing strongly in the final months of the year. The estate agency division has continued to see strong levels of activity, andthe financial services division continues to perform well with good levels offinancial services products sold. The lettings business also continues todeliver strong growth. The surveying and valuation business continues to see a good level of mortgagesurvey and valuation instructions, with the ongoing rollout of the Enterprisesystem throughout Countrywide's surveyor network expected to deliver furtherproductivity gains. The Countrywide Property Lawyers division has continued to progress with furthersystems and IT enhancements expected to grow capacity and efficiency. The Company is progressing the closure of Remortgage Conveyancing Matters ("RCM") and the disposal or, failing this, the closure of the Spanish operation,announced on 12 December 2006, both of which are at an early stage. The Bank of England unexpectedly increased interest rates in January 2007, whichmay, particularly if followed by further increases in interest rates, reduceconsumer confidence and cause housing market activity to slow down from currentlevels. Notwithstanding this, trading in 2007 to-date has been slightly aheadof the Directors' expectations, although the estate agency and lettingsbusinesses both continue to report difficulty in securing new instructions in anincreasingly competitive market place. Overall, the Directors continue to viewthe financial and trading prospects of Countrywide with confidence. 12. Information on Rightmove (General) Rightmove is the operator of the "rightmove.co.uk" website, the UK's largestresidential property portal which displays residential property for sale in theUK. Estate agents, property developers and rental agents pay fees for the rightto display properties on the Rightmove website. The website offers home buyers asimple means of searching for a wide range of properties which suit their budgetand specification within their targeted locality. Rightmove offers itscustomers a low-cost means of advertising their properties, which havetraditionally been marketed via print-based classified advertising. Founded by Countrywide in February 2000, Rightmove became a joint ventureinvolving Halifax Estate Agencies, RSA and Connells in July 2000. Rightmoveexperienced rapid growth in its customer base and started charging third partyestate agents to list their properties on the Rightmove website from January2002. In March 2006, Rightmove was admitted to the Official List of the LondonStock Exchange. 13. Information on Rightmove (Historical Financial Information) For the year ended 31 December 2006, Rightmove reported revenues of £33.6million (2005: £18.2 million), profit before tax of £7.3 million (2005: £5.5million). As at 31 December 2006, Rightmove had net assets of £16.0 million(2005: £5.6 million). The market capitalisation of Rightmove was £644 million as of the ReferenceDate. 14. Reasons for the Offer and future plans for Countrywide Apollo has a strong track record of building businesses through strategicacquisitions and organic growth. Countrywide is the leading residential propertyservices company operating within the UK market, with an unparalleled nationwidecoverage and breadth of service offering. It successfully operates under amulti-brand business model, enjoying strong regional brand recognition. Countrywide is led by a highly experienced and proven management team which hasa credible track record for growing the company profitably and steering itthrough the UK property cycle. If the Proposals are implemented, Apollo intendsto continue working with this team with a view to delivering its strategy forthe business. Apollo plans to build on the existing business platform, focusing on thedelivery of a broad range of property transaction related services offered byCountrywide. These plans will include enhancements to its technology andmarketing tools. Apollo understands the sector well as evidenced by its pendingagreement to acquire Realogy Inc. and its previous ownership of NRG, a realestate broker operating in the United States. Apollo intends to further grow theCountrywide business through a combination of organic growth, acquisitions anddevelopment of new product selling opportunities and believes that the nextstage of Countrywide's development would be best achieved under privateownership. 15. Management and employees Castle BidCo has confirmed to the Directors that, following the Scheme becomingeffective, it has no intention to change the existing employment rights, termsand conditions of the employees of the Countrywide Group. Castle BidCo's plansdo not involve any material change in the conditions of employment of theemployees of the Countrywide Group, nor are there any plans to change theprincipal locations of the Countrywide Group's business. Countrywide's pensionobligations will be complied with. Castle BidCo has stated that it has nointentions to make detrimental changes to the benefits provided under theCountrywide pension schemes. The Non-Executive Directors have undertaken to resign from the Board upon theScheme becoming effective. The Non-Executive Directors will have no entitlementto compensation on resignation. Save as disclosed in this Announcement and the Scheme Document, the effect ofthe Proposals on the interests of the Countrywide Directors will not differ fromits effect on the interests of any other Countrywide Shareholder. The Countrywide Directors, following their discussions with Castle BidCo, haveno reason to believe that Castle BidCo's intentions would prejudiceCountrywide's employees and, further, the Countrywide Directors have takencomfort from the fact that Castle BidCo has no current plans to alter theexisting employment rights, terms and conditions of the employees of theCountrywide Group or to change the principal locations of Countrywide'sbusiness. 16. Countrywide Share Schemes The effects of the Scheme on subsisting options and awards under the CountrywideShare Schemes are summarised below. All Countrywide Shares issued on theexercise of options or vesting of awards on or prior to the Reduction RecordTime will be subject to the terms of the Scheme. The Scheme will not extend to Countrywide Shares issued, including on theexercise of options, after the Reduction Record Time. However, an amendment toCountrywide's Articles is to be proposed at the EGM (details of which will beset out in the notice of the EGM) to the effect that Countrywide Shares issuedon the exercise of options after the Reduction Record Time will automatically beacquired by Castle BidCo on the same terms as the Offer. (a) The 1995 ESOS and The 1996 ESOS All options granted under these schemes are already exercisable. Participantswill be given the opportunity to exercise their options conditional on theCourt's sanction of the Scheme. Options not exercised will lapse following theCourt's sanction of the Scheme. (b) The 1996 EDIS, The ESBS, The 2004 Approved Plan and The 2006 PSP Options/awards under these schemes/plans will become exercisable (if they arenot already exercisable) on the Court's sanction of the Scheme. Participantswill be given the opportunity to exercise their options/awards conditional onthe Court's sanction of the Scheme. Options/awards may only be exercised depending on the extent to which (if atall) any applicable performance conditions have been satisfied. In addition the number of Countrywide Shares in respect of which an option/awardmay be exercised will be reduced (on a pro rata basis) to reflect that only partof a performance period has elapsed and/or the time that has elapsed between thedate of grant and the Court's sanction of the Scheme. Options/awards not exercised will lapse following the Court's sanction of theScheme. (c) The 1996 SAYE Options will become exercisable (if they are not already exercisable) in respectof all of the Countrywide Shares under option on the Court's sanction of theScheme. Participants will be given the opportunity to exercise their optionsconditional on the Court's sanction of the Scheme. Options not exercised willlapse following the Court's sanction of the Scheme. (d) The 2004 SAYE Options will become exercisable (if they are not already exercisable) on theCourt's sanction of the Scheme. Participants will be given the opportunity toexercise their options conditional on the Court's sanction of the Scheme. Options may be exercised using accrued savings and interest due on the exercisedate. It is not possible for optionholders to make additional savingscontributions in advance of exercising their options in order to increase thenumber of Countrywide Shares over which they may exercise their options. Optionholders who elect to exercise their options conditional on the Court'ssanction of the Scheme will be entitled to receive a cash payment equal to thedifference between the exercise price and the value of the Offer on the date theCourt sanctions the Scheme, multiplied by the number of additional CountrywideShares the optionholder could have acquired using regular monthly savingscontributions which could have been made (plus applicable interest) between thedate the Court sanctions the Scheme and six months from that date. Options not exercised will lapse following the Court's sanction of the Scheme. (e) The Employee Benefit Trust ("EBT") To the extent that the EBT holds sufficient Countrywide Shares, such CountrywideShares held by it will be used to satisfy the exercise of options and vesting ofawards under some or all of the Countrywide Share Schemes. (f) General Where relevant, the terms of the Countrywide Share Schemes will be amended(subject to HMRC approval, where applicable) to facilitate the exercise ofoptions/awards conditional on the Court's sanction of the Scheme. 17. Financing the Offer The Cash Consideration will initially be financed using a combination of equity,shareholder loans and debt. Up to approximately £306 million will be provided bythe Apollo Funds with the remainder, amounting to £600 million, funded by debtfinance. The debt financing is expected to consist of: (i) £450 million seniorsecured notes, and £150 million senior unsecured notes, issued by Castle BidCoor (ii) £450 million of senior secured increasing rate loans, and £150 millionof senior unsecured increasing rate loans, borrowed by Castle BidCo under bridgeloan facilities. Castle BidCo will also enter into a £100 million senior securedrevolving credit facility. A portion of this revolving credit facility may beutilised to pay certain costs associated with the Offer. The financing under the bridge and revolving credit facilities has been arrangedby Credit Suisse, Deutsche Bank and Goldman Sachs International and the initiallenders under such facilities will be Credit Suisse, London Branch, DeutscheBank and Goldman Sachs Credit Partners L.P . Financing arrangements may be changed or amended by Castle BidCo in itsdiscretion to take advantage of what it perceives to be more favourablestructures or terms over time. Credit Suisse is satisfied that the necessary financial resources are availableto Castle BidCo to satisfy the cash consideration due under the Offer in full.Full implementation of the Proposals would result in a maximum CashConsideration of approximately £882 million being payable by Castle BidCo toCountrywide Shareholders (assuming exercise in full of all options under theCountrywide Share Schemes and no Class B Shares or Class B Notes being issuedunder the Unlisted Securities Alternative). Further information on the financing of the Offer will be set out in the SchemeDocument. 18. Transaction Agreement Countrywide and Castle BidCo have entered into a Transaction Agreement dated asof the date of this Announcement, under the terms of which the parties haveagreed, amongst other things, to co-operate to implement the Scheme. Details ofthe Transaction Agreement will be set out in the Scheme Document. 19. Inducement Fee As part of the negotiations between Countrywide and Apollo, on the date of thisAnnouncement, Countrywide and Castle BidCo entered into an inducement feeagreement. The inducement fee, which amounts to one per cent. of the value ofthe Offer (plus VAT to the extent that it is fully recoverable by Countrywide),is payable to Castle BidCo if, in summary: (i) the Offer lapses or is withdrawnand a competing proposal that is announced (under rule 2.5 of the Code) prior tothe date which is 18 weeks after the expiry of Countrywide's current offerperiod is completed during, or within the 12 month period following the end of,that offer period; (ii) the Countrywide Directors withdraw or adversely modifytheir recommendation of the Offer and the Offer lapses or is withdrawn (exceptwhere such withdrawal or modification results from the announcement (under rule2.5 of the Code) of a competing proposal); or (iii) (except following theannouncement of a competing proposal pursuant to rule 2.5 of the Code which isrecommended by Countrywide) there is a delay of more than 21 calendar days tothe implementation of the Proposals as set out in the Transaction Agreement. In the inducement fee agreement, Countrywide has also agreed with Castle BidCothat if it receives an approach relating to a competing proposal which itintends to recommend instead of the Offer it will notify Castle BidCo of theterms of that competing proposal and shall not withdraw or adversely modify itsrecommendation of the Offer unless either: (i) Castle BidCo informs Countrywidethat it is not willing to revise the Offer such that the Board determines tocontinue to recommend the Offer; (ii) Castle BidCo does not, within 48 hours ofbeing notified of the competing proposal, confirm that it is willing to revisethe Offer such that the Board determines to continue to recommend the Offer; or(iii) Castle BidCo, having confirmed within 48 hours of being notified of thecompeting proposal that it is willing to revise its Offer such that the Boarddetermines to continue to recommend the Offer, fails within 96 hours of receiptof such notice to announce the revised Offer. 20. Implementation of the Proposals (a) Process It is intended that the Proposals will be effected by means of the Scheme, theprovisions of which will be set out in full in the Scheme Document. The purposeof the Scheme, together with the proposed changes to Countrywide's Articles, isto provide for Castle BidCo to become the owner of the whole of the issuedordinary share capital of Countrywide. The Scheme will provide for thecancellation of the Scheme Shares, and the application of part of the reservearising from such cancellation in paying up in full the number of newCountrywide Shares which have an aggregate nominal value equal to the aggregatenominal value of the Countrywide Shares cancelled (save to the extent that suchCountrywide Shares have given rise to an entitlement to Rightmove Shares) andissuing the same to Castle BidCo. Scheme Shareholders will then be entitled toreceive the Cash Consideration and Rightmove Shares on the bases set out inparagraph 2, to elect for the Rightmove Sale Election on the basis set out inparagraph 3 and to elect for the Unlisted Securities Alternative on the basisset out in paragraph 4. The implementation of the Proposals is subject to the satisfaction or waiver ofall the Conditions and the further terms to be set out in the Scheme Document.In particular, the Scheme requires the approval of the Countrywide Shareholdersby the passing of a resolution at the Court Meeting. The resolution must beapproved by a majority in number of those Scheme Shareholders present and votingeither in person or by proxy at the Court Meeting representing 75 per cent. ormore in value of all Scheme Shares voted. Implementation of the Proposals willalso require the passing of a special resolution, requiring the approval ofCountrywide Shareholders representing at least 75 per cent. of the votes cast atthe EGM. Following the Meetings, the Scheme will only become effective following sanctionby the Court and delivery of the Scheme Court Order and the Reduction CourtOrder to the Registrar of Companies and, in relation to the Reduction CourtOrder, the registration of such order by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all SchemeShareholders, irrespective of whether or not, being entitled to do so, theyattended or voted at the Court Meeting or the EGM. As part of implementation of the Proposals, Countrywide will be re-registered asa private limited company. It is anticipated that applications will be made tothe UK Listing Authority for the listing of Countrywide Shares to be cancelledand to the London Stock Exchange for such shares to cease to be admitted totrading on its market for listed securities immediately following the Schemebecoming effective. (b) Anticipated Timetable Countrywide anticipates that it will despatch the Scheme Document to CountrywideShareholders and, for information only, to holders of options granted under theCountrywide Share Schemes within the next 28 days (or such later date as may beagreed with the Panel); that the Court Meeting and EGM will take place duringApril 2007; and subject to the Scheme becoming unconditional and effective inaccordance with its terms, the Effective Date will occur in May 2007. The timingof events which relate to the implementation of the Scheme are, however, subjectto the approval of the Court and is therefore subject to change. A fullanticipated timetable will be set out in the Scheme Document. If the Proposals do not become effective by 19 May 2007, the Proposals willlapse except where the approval of the Countrywide Shareholders at the CourtMeeting and the EGM is obtained before this date, in which case the longstopdate for the Proposals will be 31 August 2007 (or such later date (if any) asCastle BidCo and Countrywide may agree and, if appropriate, the Court mayapprove). Castle BidCo may also extend the longstop date, at its discretion,from 19 May 2007 to 31 August 2007 (or such later date (if any) as Castle BidCoand Countrywide may agree and, if appropriate, the Court may approve). 21. Overseas Shareholders (a) General Countrywide Shareholders who have registered addresses in or who are residentin, or who are citizens of, countries other than the UK should consult theirindependent professional advisers as to whether they require any governmental orother consents or need to observe any other formalities to enable them toreceive the Rightmove Shares to which they are entitled under the Scheme or toparticipate in the Unlisted Securities Alternative. If a CountrywideShareholder is in any doubt as to his eligibility to receive Rightmove Shares,or to participate in the Unlisted Securities Alternative, he should contact hisindependent professional adviser immediately. The availability of the Offer, the Unlisted Securities Alternative and theRightmove Sale Election to persons resident in, or citizens of, jurisdictionsoutside the United Kingdom may be affected by the laws of the relevantjurisdictions. Persons who are not resident in the United Kingdom should informthemselves about and observe any applicable requirements. It is theresponsibility of each of the Countrywide Shareholders who are not resident inthe UK to satisfy themselves as to the full observance of the laws of therelevant jurisdiction in connection therewith, including the obtaining of anygovernmental exchange control or other consents which may be required orcompliance with other necessary formalities which are required to be observedand the payment of any issue, transfer or other taxes due in such jurisdiction.Any failure to comply with such applicable requirements may constitute aviolation of the securities laws of any such jurisdictions. Under the terms of the Scheme, Castle BidCo will have the right to deem a SchemeShareholder to have made a Rightmove Sale Election in respect of all RightmoveShares to which he is entitled under the Scheme where Castle BidCo believes thatreceipt of such Rightmove Shares by that Scheme Shareholder may infringeapplicable legal or regulatory requirements. In addition, where Castle TopCobelieves that the exercise of the Unlisted Securities Alternative by any SchemeShareholder may infringe applicable legal or regulatory requirements, or mayresult in a requirement for a registration under the US Securities Act, the USExchange Act or any other securities laws of any state in the United States,Castle TopCo will have the right to deem that such Scheme Shareholder has notelected for the Unlisted Securities Alternative. This Announcement has been prepared for the purposes of complying with Englishlaw and the City Code and the information disclosed may be different from thatwhich would have been disclosed if this Announcement had been prepared inaccordance with the laws of jurisdictions outside England. (b) US Persons 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, no Rightmove Shares will be transferred to, or credited to a stockaccount in CREST of, Countrywide Shareholders with registered addresses in theUnited States, or who are US Persons or nominees who hold (or appear to CastleBidCo to hold) Countrywide Shares on behalf of US Persons and, accordingly,under the terms of the Scheme, such Countrywide Shareholders and nominees willbe deemed to have elected for the Rightmove Sale Election in respect of allRightmove Shares to which they are entitled under the Scheme. 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.Where Castle TopCo believes that an election for the Unlisted SecuritiesAlternative by any Countrywide Shareholder may infringe applicable legal orregulatory requirements, or may result in a requirement for a registration underthe US Securities Act, US Exchange Act or any other securities laws in theUnited States, Castle TopCo will have the right to deem that such CountrywideShareholder has not elected for the Unlisted Securities Alternative. Further,pursuant to securities laws in the United States, certain restrictions, outlinedin paragraph 4, will be applicable to the Unlisted Securities and theavailability of the Unlisted Securities Alternative. 22. UK Taxation The following statements are intended as a general guide only to current UnitedKingdom tax legislation and to what is understood to be the current practice ofHMRC. Any person who is in any doubt as to his tax position or who is subjectto tax in a jurisdiction other than the United Kingdom will be stronglyrecommended to consult his independent professional adviser. Scheme Shareholders will be treated as having made a disposal of their SchemeShares for the purposes of United Kingdom taxation of chargeable gains when theyreceive cash or Rightmove Shares or, in lieu of cash, Class B Shares and Class BNotes in consideration for the cancellation of their Scheme Shares. This may,depending on the individual circumstances of each Scheme Shareholder (includingthe availability of an exemption, allowance or relief), give rise to a liabilityto United Kingdom taxation of chargeable gains. Scheme Shareholders will not beable to rollover any chargeable gains that arise into Rightmove Shares, Class BShares or Class B Notes. 23. 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 "relevantsecurities" of Countrywide (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the business day followingthe date of the relevant transaction. This requirement will continue until theEffective Date of the Scheme (or such later date(s) as the Panel may specify).If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofCountrywide, they will be deemed to be a single person for the purpose of Rule8.3. 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 FSMA 2000, consult the Panel'swebsite at www.thetakeoverpanel.org.uk or contact the Panel on telephone number+44 (0) 20 7638 0129; fax number +44 (0) 20 7236 7013. 24. Disclosure of interests Save as set out below in respect of Deutsche Bank Group, neither Castle BidCo(nor any of its directors) nor, so far as Castle BidCo is aware, any personacting in concert with Castle BidCo, owns or controls any Countrywide Shares orRightmove Shares or any securities convertible or exchangeable into CountrywideShares or Rightmove Shares or any rights to subscribe for or purchase the same,or holds any options (including traded options) in respect of, or has any optionto acquire, any Countrywide Shares or has entered into any derivativesreferenced to Countrywide Shares or Rightmove Shares ("Relevant Securities")which remain outstanding, nor does any such person hold any short positions inrelation to Relevant Securities (whether conditional or absolute and whether inthe money or otherwise) including any short position under a derivative, anyagreement to sell or any delivery obligation or right to require another personto purchase or take delivery, nor does any such person have any arrangement inrelation to Relevant Securities. For these purposes, "arrangement" includes anyindemnity or option arrangement, any agreement or understanding, formal orinformal, of whatever nature, relating to Relevant Securities which may be aninducement to deal or refrain from dealing in such securities. The interests of the Deutsche Bank Group consist of, as of 1 March 2007, a shortposition of 19,073 Countrywide Shares and a short position of 5,067 RightmoveShares. 25. General Pursuant to the Facilities Agreements, Castle BidCo has agreed not to amend,vary, supplement or waive any Condition (in a manner which would be materiallyprejudicial to the lenders) without the prior consent of the lenders. The Offer will be subject to the requirements of the City Code and will be onthe terms and subject to the Conditions set out herein and in Appendix I and tobe set out in the Scheme Document. The Scheme Document will include full detailsof the Scheme, together with notices of the Court Meeting and the EGM and theexpected timetable. It will be accompanied by Forms of Proxy for the Meetings, aForm of Election for the Rightmove Sale Election and a Form of Election for theUnlisted Securities Alternative. 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, the Scheme Document, theForms of Proxy and the Forms of Election. As at 7.00 a.m. (London time) on the Reference Date, Countrywide had 170,859,518ordinary shares of 5 pence in issue (ISIN number GB00B00FQ060). Enquiries Credit Suisse (lead financial adviser and corporate broker to Telephone: +44 (0) 20 7888 8888Apollo)Zachary BrechGleeson Van Riet John Hannaford (Corporate Broking)Deutsche Bank AG (joint financial adviser to Apollo) Telephone: +44 (0) 20 7545 8000Sekhar BahadurNigel MeekOmar Faruqui Goldman Sachs International (joint financial adviser to Apollo) Telephone: +44 (0) 20 7774 1000Simon DingemansLorenzo GrabauJonathan Sorrell Countrywide Telephone: +44 (0) 1376 533 700Christopher SporborgGrenville TurnerHarry Hill Hawkpoint (financial adviser to Countrywide) Telephone: +44 (0) 20 7665 4500David Reid ScottDavid RentonJonathan Coddington Brunswick Group (Countrywide PR enquiries) Telephone: +44 (0) 20 7404 5959John SunnucksKate Holgate 26. Appendices Appendix I sets out Conditions to implementation of the Proposals. Appendix II sets out the bases and sources of information from which thefinancial calculations used in this Announcement have been derived. Appendix III contains a summary of the key rights attaching to the Class AShares and Class B Shares. Appendix IV contains a summary of the key rights attaching to the Class B Notes. Appendix V contains the definitions of terms used in this Announcement. 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 full terms and conditions of the Scheme will be set out in the SchemeDocument. Countrywide Shareholders are advised to read carefully the formaldocumentation in relation to the Proposals once it has been despatched. This Announcement does not constitute an offer to sell, or an invitation tosubscribe for or purchase, any securities or the solicitation of any vote orapproval in any jurisdiction, nor shall there be any sale, issuance or transferof the securities referred to in this Announcement in any jurisdiction incontravention of applicable law. The availability of the Offer, the Unlisted Securities Alternative and theRightmove 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 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, allCountrywide Shareholders shall receive cash, and there shall be no issuance ofUnlisted Securities to Countrywide Shareholders, unless Castle BidCo considersthat they may be so issued pursuant to an exemption from the registrationrequirements of the US Securities Act provided by Section 3(a)(10) of that Act.Any such issue will be subject to the additional restrictions noted in paragraph4. 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 Offer. These purchases may occur either in the open marketat 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). 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. Appendix I CONDITIONS TO IMPLEMENTATION OF THE PROPOSALS The Proposals are subject to English law and the terms and conditions set out inthis document. 1. The Scheme will be conditional upon, andaccordingly the necessary actions to make the Scheme become effective will onlybe taken upon: (i) approval of the Scheme by a majority in number representing75 per cent. or more in value of the Scheme Shareholders who are present andvoting, either in person or by proxy, at the Court Meeting or at any adjournmentof that Meeting; (ii) the resolutions as set out in the notice of the EGM beingduly passed by the requisite majority or majorities at the EGM or at anyadjournment of that Meeting; and (iii) the sanction (with or without modification (but subject tosuch modification being acceptable to Countrywide and Castle BidCo)) of theScheme and the confirmation of the Reduction of Capital by the Court, an officecopy of each of the Court Orders and of the minute confirming the Reduction ofCapital being delivered for registration to the Registrar of Companies and, inthe case of the Court Order confirming the Reduction of Capital, registration ofsuch Court Order by him. 2. Countrywide and Castle BidCo have agreed that, subject asstated in paragraph 5 below, the Scheme will also be conditional upon, andaccordingly the necessary actions to make the Scheme become effective will onlybe taken upon, the following conditions being satisfied or waived: (a) no government or governmental, quasi-governmental,supranational, statutory, regulatory or investigative body, authority, court,trade agency, association or institution or professional or environmental bodyor any other similar person or body whatsoever in any relevant jurisdiction(each a "Relevant Authority") having decided to take, institute, implement orthreaten any action, proceedings, suit, investigation, enquiry or reference orhaving required any action to be taken or information to be provided orotherwise having done anything or having made, proposed or enacted any statute,regulation, order or decision or having done anything which would or mightreasonably be expected to (in any case to an extent which is material in thecontext of the Wider Countrywide Group taken as a whole or in the context of theProposals): (i) make the Proposals or their implementation, or theacquisition or the proposed acquisition by Castle BidCo of any shares or othersecurities in, or control of, Countrywide or any member of the Wider CountrywideGroup void, illegal or unenforceable in any jurisdiction, or otherwise restrain,prohibit, restrict, prevent or delay the same or impose additional conditions orfinancial or other obligations with respect thereto, or otherwise challenge orinterfere therewith; (ii) impose any material limit on the ability of any member ofthe Castle BidCo Group or any member of the Wider Countrywide Group to conductall or any part of their respective businesses or to own or control any of theirrespective assets or properties or any part thereof or to require, prevent ordelay the divestiture (or alter the terms of any proposed divestiture) by anymember of the Castle BidCo Group or by any member of the Wider Countrywide Groupof all or any part of their respective businesses, assets or properties; (iii) impose any material limitation on, or result in anymaterial delay in, the ability of any member of the Castle BidCo Group or anymember of the Wider Countrywide Group to acquire, hold or exercise effectively,directly or indirectly, all or any rights of ownership of Countrywide Shares orany shares or securities convertible into Countrywide Shares or to exercisevoting or management control over any member of the Wider Countrywide Group oron the ability of any member of the Wider Countrywide Group to hold or exerciseeffectively, directly or indirectly, all or any rights of ownership of shares orother securities (or the equivalent) in, or to exercise management control over,any other member of the Wider Countrywide Group which is material in the contextof the Wider Countrywide Group taken as a whole; (iv) require any member of the Castle BidCo Group and/or of theWider Countrywide Group to acquire or repay any shares or other securities inand/or indebtedness of any member of the Wider Countrywide Group; (v) impose any material limitation on the ability of any memberof the Castle BidCo Group and/or of the Wider Countrywide Group to integrate orco-ordinate its business, or any material part of it, with the business of anymember of the Wider Countrywide Group or of the Castle BidCo Group respectively;or (vi) otherwise materially adversely affect any or all of thebusinesses, assets, financial or trading position, profits or prospects of anymember of the Wider Countrywide Group, and all applicable waiting and other time periods during which any RelevantAuthority could institute, implement or thereafter take any such action,proceedings, suit, investigation, enquiry or reference or otherwise interveneunder the laws of any relevant jurisdiction having expired, lapsed or beenterminated; (b) all authorisations, orders, grants, recognitions,confirmations, licences, certificates, consents, clearances, permissions andapprovals ("authorisations") reasonably deemed necessary or appropriate byCastle BidCo in any jurisdiction for or in respect of the Proposals or theacquisition or proposed acquisition by Castle BidCo of any shares or othersecurities in, or control of, Countrywide or the carrying on by any member ofthe Wider Countrywide Group of its business or in relation to the affairs of anymember of the Wider Countrywide Group having been obtained in terms and in aform reasonably satisfactory to Castle BidCo from all appropriate RelevantAuthorities or (without prejudice to the generality of the foregoing) from anypersons or bodies with whom any member of the Wider Countrywide Group hasentered into contractual arrangements and all such authorisations remaining infull force and effect and all filings necessary for such purpose having beenmade and there being no notice or intimation of any intention to revoke,suspend, restrict or amend or not to renew the same at the Effective Date andall necessary filings and applications having been made and all necessarywaiting and other time periods (including any extensions thereof) under anyapplicable legislation or regulations of any relevant jurisdiction havingexpired, lapsed or been terminated and all statutory or regulatory obligationsin any relevant jurisdiction having been complied with in each case as may benecessary in connection with the Proposals and their implementation or theacquisition or proposed acquisition by Castle BidCo of any shares or othersecurities in, or control of, Countrywide or any member of the Wider CountrywideGroup; (c) except as publicly announced by Countrywide through aRegulatory Information Service (an "RIS") or as otherwise disclosed in writingto Castle BidCo or its advisers prior to 5.30pm on 1 March 2007, there being noprovision of any arrangement, agreement, licence, permit, franchise or otherinstrument to which any member of the Wider Countrywide Group is a party or byor to which any such member or any of its respective assets is or are or may bebound, entitled or subject or any circumstance which, in consequence of themaking of the Offer or implementation of the Proposals or the proposedacquisition of any shares or other securities in, or control of, Countrywide byCastle BidCo or because of a change in the control or management of Countrywideor otherwise, would or could reasonably be expected to result in (to an extentwhich is material in the context of the Wider Countrywide Group taken as awhole): (i) any indebtedness or liabilities (actual or contingent) of,or any grant available to, any member of the Wider Countrywide Group (which isnot already repayable on demand) being or becoming repayable or capable of beingdeclared repayable immediately or prior to its stated maturity or the ability ofany such member to borrow monies or incur any indebtedness being withdrawn orinhibited or capable of being withdrawn or inhibited; (ii) the creation or enforcement of any mortgage, charge orother security interest over the whole or any part of the business, property,assets or interests of any member of the Wider Countrywide Group or any suchsecurity (whenever created, arising or having arisen) being enforced or becomingenforceable; (iii) any member of the Wider Countrywide Group ceasing to beable to carry on business under any name under which it presently does so; (iv) any such arrangement, agreement, licence, permit, franchiseor other instrument, or any right, liability, obligation, interest or businessof any member of the Wider Countrywide Group thereunder (or any arrangement,agreement, licence, permit, franchise or other instrument relating to any suchright, liability, obligation, interest or business) or the interests or businessof any such member in or with any other person, firm, company or body being orbecoming capable of being terminated or adversely modified or adversely affectedor any adverse action being taken or any onerous obligation or liability arisingthereunder; (v) any asset or interest of, or any asset the use of which isenjoyed by any member of the Wider Countrywide Group, being or falling to bedisposed of or charged (otherwise than in the ordinary course of business) orceasing to be available to any member of the Wider Countrywide Group or anyright arising under which any such asset or interest would or might reasonablybe expected to be required to be disposed of or charged or would or mightreasonably be expected to be available to any member of the Wider CountrywideGroup otherwise than in the ordinary course of business; (vi) the value or financial or trading position or prospects ofany member of the Wider Countrywide Group being prejudiced or materiallyadversely affected in a manner which would be material in the context of theWider Countrywide Group taken as a whole; or (vii) the creation of any material liability, actual or contingent,by any member of the Wider Countrywide Group other than in the ordinary courseof trading, and no event having occurred which, under any provisionof any such arrangement, agreement, licence, permit, franchise or otherinstrument to which any member of the Wider Countrywide Group is a party or byor to which any such member or any of its assets may be bound, entitled orsubject, might reasonably be expected to result in any of the events referred toin this paragraph (c) to an extent which is material in the context of the WiderCountrywide Group taken as a whole; (d) since 31 December 2005 and except as disclosed inCountrywide's annual report and accounts for the year ended 31 December 2005 orin the interim results statement of Countrywide for the six months ended on 30June 2006, or as otherwise publicly announced through an RIS or as otherwisedisclosed in writing to Castle BidCo or its advisers prior to 5.30pm on 1 March2007, no member of the Wider Countrywide Group having: (i) issued or agreed to issue or authorised or proposed theissue of additional shares or securities of any class, or securities convertibleinto or exchangeable for shares, or rights, warrants or options to subscribe foror acquire any such shares, securities or convertible securities (save forissues between Countrywide and any of its wholly-owned subsidiaries or betweensuch wholly-owned subsidiaries and save for options as disclosed to Castle BidCogranted under the Countrywide Share Schemes before 1 March 2007 or the issue ofany Countrywide Shares allotted upon the exercise of options granted before 1March 2007 under the Countrywide Share Schemes); (ii) recommended, declared, made or paid or proposed torecommend, declare, make or pay any bonus, dividend or other distribution,whether payable in cash or otherwise, other than any distribution by anywholly-owned subsidiary within the Countrywide Group; (iii) save as between wholly-owned subsidiaries of Countrywide orbetween Countrywide and any of its wholly-owned subsidiaries, effected,authorised, proposed or announced its intention to propose any merger, demerger,reconstruction, arrangement, amalgamation, commitment or scheme or any materialacquisition, disposal or transfer of assets or shares (other than in theordinary course of business) or any right, title or interest in any assets orshares or other transaction or arrangement in respect of itself or anothermember of the Wider Countrywide Group which in each case would be material inthe context of the Wider Countrywide Group taken as a whole; (iv) acquired or disposed of or transferred (other than in theordinary course of business) or mortgaged, charged or encumbered any assets orshares or any right, title or interest in any assets or shares (other than inthe ordinary course of business) or authorised the same or entered into, variedor terminated or authorised, proposed or announced its intention to enter into,vary, terminate or authorise any agreement, arrangement, contract, transactionor commitment (other than in the ordinary course of business and whether inrespect of capital expenditure or otherwise) which is of a loss-making,long-term or unusual or onerous nature or magnitude, or which involves or couldinvolve an obligation of such a nature or magnitude or which is other than inthe ordinary course of business, in each case which is material in the contextof the Wider Countrywide Group taken as a whole; (v) redeemed, purchased, repaid or reduced or proposed theredemption, purchase, repayment or reduction of any part of its share capital orany other securities; (vi) save as between Countrywide and its wholly-ownedsubsidiaries, effected, authorised, proposed or announced its intention topropose any change in its share or loan capital; (vii) issued, authorised or proposed the issue of or made anychange in or to any debentures, or (other than in the ordinary course ofbusiness) incurred or increased any indebtedness or liability, actual orcontingent, which is material in the context of the Wider Countrywide Grouptaken as a whole; (viii) taken or proposed any corporate action or had any proceedingsstarted or threatened against it for its winding-up (voluntary or otherwise),dissolution, striking-off or reorganisation or for the appointment of areceiver, administrator (including the filing of any administration application,notice of intention to appoint an administrator or notice of appointment of anadministrator), administrative receiver, trustee or similar officer of all orany material part of its assets or revenues or for any analogous proceedings orsteps in any jurisdiction or for the appointment of any analogous person in anyjurisdiction; (ix) entered into any contract, transaction or arrangement whichis or would be materially restrictive on the business of any member of the WiderCountrywide Group or the Castle BidCo Group or which involves or mightreasonably be expected to involve obligations which would or might reasonably beexpected to be so restrictive; (x) entered into any agreement, contract, transaction,arrangement or commitment (other than in the ordinary course of business) whichis material in the context of the Wider Countrywide Group taken as a whole; (xi) been unable or admitted that it is unable to pay its debts orhaving stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or ceased or threatened to cease carrying on all or asubstantial part of its business or proposed or entered into any composition orvoluntary arrangement with its creditors (or any class of them) or the filing atcourt of documentation in order to obtain a moratorium prior to a voluntaryarrangement or, by reason of actual or anticipated financial difficulties,commenced negotiations with one or more of its creditors with a view torescheduling any of its indebtedness; (xii) save in relation to any amendments to the Countrywide ShareSchemes described in this Announcement made, or announced any proposal to make,any change or addition to any retirement, death or disability benefit or anyother employment-related benefit of or in respect of any of its directors,employees, former directors or former employees; (xiii) made or consented to any material change to the terms of thetrust deeds or rules constituting the pension schemes established for itsdirectors and/or employees and/or their dependants or to the benefits whichaccrue, or to the pensions which are payable thereunder, or to the basis onwhich qualification for or accrual or entitlement to such benefits or pensionsare calculated or determined, or to the basis upon which the liabilities(including pensions) of such pension schemes are funded or made, or agreed orconsented to any change to the trustees, in each case where the consequencewould be material in the context of the Wider Countrywide Group taken as awhole; (xiv) save as between Countrywide and its wholly-owned subsidiaries,granted any lease or third party rights in respect of any of the leasehold orfreehold property owned or occupied by it or transferred or otherwise disposedof any such property; (xv) entered into or varied or made any offer (which remains openfor acceptance) to enter into or vary the terms of any service agreement withany director or senior executive of Countrywide or any director or seniorexecutive of the Wider Countrywide Group; (xvi) made any amendment to its memorandum or articles ofassociation; (xvii) waived or compromised any claim or authorised any such waiver orcompromise otherwise than in the ordinary course of business, which is materialin the context of the Wider Countrywide Group taken as a whole; (xviii) taken, entered into or had started or threatened against it in ajurisdiction outside England and Wales any form of insolvency proceeding orevent similar or analogous to any of the events referred to in sub-paragraphs(viii) and (xi) above; or (xix) agreed to enter into or entered into an agreement orarrangement or commitment or passed any resolution or announced any intention toeffect any of the transactions, matters or events referred to in this paragraph(d); (e) since 31 December 2005, except as disclosed in Countrywide'sannual report and accounts for the year ended 31 December 2005 or in the interimresults statement of Countrywide for the six months ended on 30 June 2006 or asotherwise publicly announced through an RIS or as otherwise disclosed in writingto Castle BidCo or its advisers prior to 5.30pm on 1 March 2007: (i) there having been no material adverse change ordeterioration in the business, assets, financial or trading position or profitsor prospects of the Wider Countrywide Group taken as a whole; (ii) no steps having been taken and no omissions having beenmade which are or are reasonably likely to result in the withdrawal,cancellation, termination or modification or any material licence held by anymember of the Wider Countrywide Group, which is necessary for the propercarrying on of its business and the withdrawal, cancellation, termination ormodification of which would be material in the context of the Wider CountrywideGroup taken as a whole; (iii) no material litigation, arbitration proceedings,prosecution or other legal proceedings to which any member of the WiderCountrywide Group is or may become a party (whether as claimant or defendant orotherwise), and no material enquiry or investigation by or complaint orreference to any Relevant Authority, against or in respect of any member of theWider Countrywide Group, having been threatened, announced or instituted orremaining outstanding by, against or in respect of any member of the WiderCountrywide Group in any way which is material in the context of the WiderCountrywide Group taken as a whole; and (iv) no contingent or other liability having arisen or becomeapparent or increased which might be reasonably likely in either case to have amaterial adverse effect on the Wider Countrywide Group taken as a whole; (f) save as disclosed in writing to Castle BidCo or its advisersprior to 5.30pm on 1 March 2007, Castle BidCo not having discovered: (i) that any financial, business or other informationconcerning Countrywide or the Wider Countrywide Group which is contained in theinformation publicly disclosed at any time by or on behalf of any member of theWider Countrywide Group either publicly or in the context of the Offer containsa material misrepresentation of fact which has not, prior to 1 March 2007 beencorrected by public announcement through an RIS or omits to state a factnecessary to make the information contained therein not materially misleading; (ii) any information which materially affects the import of anysuch information as is mentioned in sub-paragraph (i) above; or (iii) that any member of the Wider Countrywide Group is subjectto any liability, contingent or otherwise, which is not disclosed in the annualreport and accounts of Countrywide for the financial year ended 31 December 2005or the consolidated interim results of Countrywide for the six months ended 30June 2006 which is material in the context of the Wider Countrywide Group takenas a whole; (g) save as disclosed by or on behalf of Countrywide to CastleBidCo or its advisers in writing prior to 5.30pm on 1 March 2007, Castle BidConot having discovered that: (i) there has been a disposal, spillage or leakage of waste orhazardous substance or any substance likely to impair the environment or harmhuman health on, or there has been an emission or discharge of any waste orhazardous substance or any substance likely to impair the environment or harmhuman health from, any land or other asset now or previously owned, occupied ormade use of by any past or present member of the Wider Countrywide Group whichwould be reasonably likely to give rise to any liability (whether actual orcontingent, civil or criminal) or cost on the part of any member of the WiderCountrywide Group which is material in the context of the Wider CountrywideGroup taken as a whole; (ii) any past or present member of the Wider Countrywide Grouphas failed to comply with any and/or all applicable legislation or regulationsof any relevant jurisdiction with regard to the use, treatment, handling,storage, transport, disposal, spillage, release, discharge, leak or emission ofany waste or hazardous substance or any substance reasonably likely to impairthe environment or harm human health or animal health or otherwise relating toenvironmental matters, or that there has otherwise been any such use, treatment,handling, storage, transport, disposal, spillage, release, discharge, leak oremission (whether or not the same constituted a non-compliance by any member ofthe Wider Countrywide Group with any such legislation or regulations, andwherever the same may have taken place) any of which use, treatment, handling,storage, transport, disposal, spillage, release, discharge, leak or emissionwould be reasonably likely to give rise to any liability (actual or contingent,civil or criminal) or cost on the part of any member of the Wider CountrywideGroup which is material in the context of the Wider Countrywide Group taken as awhole; (iii) there is, or is reasonably likely to be, for that or anyother reason whatsoever, any liability (actual or contingent) on any past orpresent member of the Wider Countrywide Group to make good, alter, improve,repair, reinstate, clean up or otherwise assume responsibility for any propertyor any controlled waters now or previously owned, occupied, operated or made useof or controlled by any such past or present member of the Wider CountrywideGroup, under any environmental legislation, regulation, notice, circular ororder or any government, governmental, quasi-governmental, state or localgovernment, supranational, statutory or other regulatory body, agency, court,association or any other person or body in any jurisdiction which is material inthe context of the Wider Countrywide Group taken as a whole; (iv) circumstances exist whereby a person or class of personswould be reasonably likely to have a claim or claims in respect of any productor process of manufacture or materials used therein now or previouslymanufactured, sold or carried out by any past or present member of the WiderCountrywide Group, which claim or claims would be reasonably likely to have amaterial adverse effect on any member of the Wider Countrywide Group to anextent which is material in the context of the Wider Countrywide Group taken asa whole; (v) circumstances exist (whether as a result of the making ofthe Proposals or otherwise) which would be reasonably likely to lead to anythird party instituting, or whereby any present or past member of the WiderCountrywide Group would be reasonably likely to be required to institute, anenvironmental audit or take any other steps which would, in any such case, bereasonably likely to result in any actual or contingent liability to improve orinstall new plant or equipment or make good, repair, reinstate or clean up anyland or other asset now or previously owned, occupied or made use of by anymember of the Wider Countrywide Group, which, in any such case, would bematerial in the context of the Wider Countrywide Group taken as a whole; and (h) the European Commission making, or having been deemed to havemade, a decision, in terms reasonably satisfactory to Castle BidCo, that inconnection with the Offer (and all matters arising from the Offer) it will notinitiate proceedings under Article 6(1)(c) of Council Regulation (EEC) 139/2004("ECMR") and that it does not intend to make a referral to a competent authorityof any EEA member state under Article 9(1) of the ECMR. 3. The Proposals will lapse and the Scheme will not proceed if,before the Effective Date, the European Commission: (a) initiates proceedings under Article 6(1)(c) of the ECMR; or (b) makes a referral to a competent authority of the UnitedKingdom under Article 9(1) of the ECMR and there is then a reference to theCompetition Commission, in each case with respect to the Offer or any matter arising from the Offer. 4. If the Scheme has not become effective by 19 May 2007 (the "longstop date") it shall lapse, provided that: (i) where the approval of theCountrywide Shareholders at the Court Meeting and the EGM is obtained before thelongstop date, the longstop date will automatically be extended to 31 August2007 (or such later date (if any) as Castle BidCo and Countrywide may agree and,if appropriate, the Court may approve); and (ii) Castle BidCo may, at itsdiscretion, extend the longstop date from 19 May 2007 to 31 August 2007 (or suchlater date (if any) as Castle BidCo and Countrywide may agree and, ifappropriate, the Court may approve) at its discretion. 5. Subject to the requirements of the Panel, Castle BidCoreserves the right to waive in whole or in part, in its discretion, all or anyof the Conditions contained in paragraph 2. Castle BidCo shall be under noobligation to waive or treat as fulfilled any of the conditions in paragraph 2earlier than the date of the sanction of the Scheme referred to in paragraph 1(iii) notwithstanding that the other conditions of the Proposals may at suchearlier date have been waived or fulfilled and that there are at such earlierdate no circumstances indicating that any of such conditions may not be capableof fulfilment or waiver. 6. If Castle BidCo is required by the Panel to make an offerfor Countrywide Shares under the provisions of Rule 9 of the City Code, CastleBidCo may make such alterations to the terms and conditions of the Offer as arenecessary to comply with the provisions of that Rule. 7. Castle BidCo reserves the right to elect to implement theOffer by way of a takeover offer. In such event, such offer will be implementedon the same terms (subject to appropriate amendments, including (withoutlimitation) an acceptance condition set at 90 per cent. (or such lesserpercentage (being more than 50 per cent.) as Castle BidCo may decide) of theshares to which such offer relates), so far as applicable, as those which wouldapply to the Scheme. Appendix II BASES AND SOURCES OF INFORMATION Save as otherwise stated, the following constitute the bases and sources ofcertain information referred to in this Announcement: 1. Information relating to Countrywide has been extracted fromthe relevant published audited reports and accounts of Countrywide. 2. Information relating to Castle BidCo, Castle MidCo 1 andCastle TopCo has been provided by persons duly authorised by the board ofdirectors of Castle BidCo, Castle MidCo 1 and Castle TopCo respectively. 3. Information relating to Apollo has been extracted frompublished sources and provided by persons duly authorised by Apollo. 4. Information relating to Rightmove in respect of the yearended 31 December 2006 has been extracted without material adjustment fromRightmove's preliminary results for the year ended 31 December 2006. 5. The value of the entire issued ordinary share capital ofCountrywide is based on 170,859,518 Countrywide Shares in issue at the date ofthis Announcement. 6. The maximum cash consideration payable under the Proposalsis based on 170,859,518 Countrywide Shares in issue and no more than 2,094,569 "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. 7. Unless otherwise stated, all prices quoted for shares areClosing Prices. Appendix III Description of Rights Attaching to the Class A Shares and the Class B Shares The Castle TopCo Articles to be adopted prior to the date on which the Proposalsbecome effective will contain, amongst other things, provisions to the followingeffect. 1. Share capital Other than in relation to voting rights, the Class B Shares will rank pari passuwith the Class A Shares. Subject to the Companies Law and other shareholders' rights, shares may beissued with such rights and restrictions as Castle TopCo may by ordinaryresolution decide, or (if there is no such resolution or so far as it does notmake specific provision) as the Castle TopCo Board may decide. Redeemableshares may be issued. Subject to the Castle TopCo Articles, the Companies Lawand other shareholders' rights, unissued shares are at the disposal of theCastle TopCo Board. 2. Voting rights; Shareholder approvals Except in respect of the election of the independent director (pursuant toparagraph 12 of this Appendix III) and the approval of affiliate transactions(pursuant to paragraph 13 of this Appendix III), and subject to paragraph 7 ofthis Appendix III, the Class B Shareholders will not be entitled to vote at anygeneral meeting of Castle TopCo but will be entitled to receive notice of andattend any general meeting. In circumstances in which the Class B Shareholdersdo have an entitlement to vote, each Class B Share will have one vote attachedto it. Each Class A Share will have one vote attached to it. A resolution put to the vote of any general meeting of Castle TopCo shall bedecided by way of poll, and votes may be given in person or by proxy. Any matters to be resolved upon by shareholders may also be approved by writtenresolution. Where permitted under the laws of the Cayman Islands, all mattersto be considered by shareholders may be structured as written consents. 3. Dividends and distributions 3.1 General Castle TopCo may from time to time declare, and make or pay (as appropriate),dividends, distributions and other returns of capital (together, "distributions") in accordance with the respective rights of its shareholders as described inthis Appendix III, but no distribution shall exceed the amount recommended bythe Castle TopCo Board. 3.2 Shareholder approval of distributions Any declaration, and the making or payment (as appropriate), of a distributionmust be approved by the Class A Shareholders either: (1) by the consent inwriting of holders of shares representing a majority of the voting rights of theissued Class A Shares; or (2) with the sanction of an ordinary resolution passedby the holders of Class A Shares. 3.3 Ranking The Class B Shares will rank equally with the Class A Shares in respect of theirrights to distributions. Except insofar as the rights attaching to, or the terms of issue of, any shareotherwise provide: (i) all distributions shall be declared, and made or paid (asappropriate), according to the amounts paid up on the share in respect of whichthe distribution is made or paid (as appropriate); and (ii) all distributionsshall be apportioned and paid pro rata according to the amounts paid up on theshare during any portion or portions of the period in respect of which thedistribution is made or paid (as appropriate). 3.4 Restrictions relating to dividends, other distributions andredemptions No distribution may be declared, made or paid (as appropriate) to the extentprohibited by the Castle TopCo Articles or any legal or regulatory restrictionor by the terms of any of the Castle BidCo Group's financing documents inrespect of the Offer or (in the case of the making or payment of suchdistribution) if Castle TopCo has insufficient available cashflows for thatpurpose. 4. Liquidation or sale of Castle TopCo On: (i) a liquidation, dissolution or winding-up of Castle TopCo, or return ofcapital by Castle TopCo; (ii) the consolidation of Castle TopCo with, or themerger of Castle TopCo into, any other person; or (iii) the sale of the entireissued share capital of Castle TopCo in a single transaction or a series ofrelated transactions, the assets of Castle TopCo available for distribution or,as appropriate, the consideration payable to the shareholders in respect of thetransaction (or series of related transactions), shall be distributed pro ratato the amounts paid up on those shares. 5. Transfer of Class A Shares and Class B Shares 5.1 Class A Shares The Class A Shares shall be freely transferable (subject to the rights of theClass B Shareholders to tag-along as described in paragraph 10 of this AppendixIII). 5.2 Class B Shares (general restrictions) The Class B Shares shall be freely transferable provided that the Class B Sharesmay not, without the prior approval of Castle TopCo, be offered, sold, resold,taken up, delivered or transferred, directly or indirectly, in or into theUnited States or to or for the account or benefit of any person believed to be aUS Person, or in any other manner whatsoever, as a result of which aregistration under the US Securities Act or the US Exchange Act would berequired, including any transfer that would result in there being 300 or more USHolders of Class B Shares. For the purposes of administering the foregoing, anytransfer to a US Holder shall require the prior approval of the Castle TopCoBoard (which approval the Castle TopCo Board intends to grant unless, as aresult of the transfer, registration under the US Securities Act or the USExchange Act would be required). The Castle TopCo Board may require the transferor and/or the transferee toprovide such legal opinions and documents as are relevant to its considerationof any transfer as well as an indemnity to Castle TopCo (on terms to be approvedby the Castle TopCo Board) in respect of any losses suffered by Castle TopCo asa result of any transfer being implemented in breach of the transferrestrictions above. The Castle TopCo Board may also require the transferringshareholder to provide to Castle TopCo such documentation and other evidence asis necessary to demonstrate to the Castle TopCo Board that a proposed transferof the Class B Shares can be effected in compliance with the transferrestrictions. 5.3 Class B Shares (stapling with Class B Notes) Subject to the exceptions applicable on exercise of drag-along rights ortag-along rights (as described in paragraphs 9 and 10 of this Appendix IIIrespectively), a Class B Shareholder may only transfer a portion (being the "relevant portion") of its holding of Class B Shares if it also transfers therelevant portion of its holding of Class B Notes to the same transferee in thesame transaction. 5.4 Class B Shares (right of last offer) If a holder of Class B Shares proposes to sell, in a transaction or series ofrelated transactions, Class B Shares representing 5 per cent. or more of thenumber of Class B Shares then in issue to a third party, then the Class AShareholders shall have the right to acquire such Class B Shares on the sameterms and for the same purchase price as the proposed sale to the third party.This provision shall not apply: (i) if and to the extent that the proposed saleof Class B Shares is being made pursuant to the exercise of any drag-along rightor tag-along right (as described in paragraphs 9 and 10 of this Appendix III);or (ii) following a listing or other public offering of the Class B Shares. 5.5 General provisions Any purported transfer made in breach of the above restrictions shall be void abinitio. The restrictions applying to the Class B Shares under this paragraph 5 may bedisapplied by resolution of the Castle TopCo Board. For the purposes of this paragraph 5, "transfer" shall be deemed to mean anytransfer, sale, exchange or other form of disposal (including the transfer ofany beneficial interest). 6. Conversion of Class A Shares Holders of Class A Shares may, from time to time, elect to convert such shares(or any of them) into Class B Shares on a one-for-one basis (subject to normaladjustments for share sub-divisions and consolidations and other transactionsaffecting the share capital of Castle TopCo). 7. Variation of rights Subject to the provisions of the Companies Law and the Castle TopCo Articles,all or any of the rights attaching to an existing class of shares may be variedor abrogated: (i) in the case of the same variation or abrogation being made to both classesof shares, with the consent in writing of holders of those Class A Sharesrepresenting not less than a majority of the voting rights of the issued Class AShares; and (ii) in the case of variation or abrogation being made to one class of shareswhere the same variation or abrogation is not being made to the other class ofshares, (1) with the consent in writing of the holders of the class that isadversely affected by such variation or abrogation, by holders representing notless than a majority of the voting rights of the issued shares of such class,and/or (2) with the consent in writing of the holders of the class that is notaffected by such variation or abrogation, if the rights of the other class arematerially enhanced by such variation or abrogation, by holders representing notless than a majority of the voting rights of the issued shares of such class. 8. Pre-emption rights 8.1 Application of pre-emption rights Any issuance of shares by Castle TopCo to Apollo or its affiliates in any yearin excess of 1 per cent. of the aggregate nominal value of Castle TopCo's issuedshare capital shall require an offer of Class B Shares to Class B Shareholderson a pre-emptive basis (subject to exclusions to deal with fractionalentitlements and legal or practical problems). 8.2 Exclusions from pre-emption rights The foregoing pre-emption rights shall not apply to: (i) the Offer; (ii)issuances in respect of any employee share scheme or management incentivearrangements; (iii) the payment of a scrip dividend or a capitalisation issuecarried out in accordance with the Castle TopCo Articles; (iv) an issue of anyshares not comprising equity share capital in Castle TopCo; (v) any sharecapital reorganisation of, or other solvent restructuring implemented by, CastleTopCo; or (vi) any issuance by Castle TopCo to a person other than Apollo or itsaffiliates. Further, the above pre-emption rights shall cease to apply followingimplementation of a listing or other public offering and shall cease to apply toClass B Shares which are the subject of a sale pursuant to the exercise ofdrag-along rights or tag-along rights in accordance with paragraphs 9 and 10 ofthis Appendix III respectively. 8.3 Pre-emption rights (general) If a simultaneous pre-emptive offering is not practicable in connection with anissuance of shares to which pre-emption rights apply, such issuance may beeffected without a pre-emptive issuance to Class B Shareholders if a right isgranted to Class B Shareholders to take up shares (in a manner which reflectsthe application of such pre-emption rights) as promptly as practicablethereafter. 9. Drag-along of Class B Shares 9.1 Application of drag-along rights If holders of the Class A Shares wish to transfer to a third party (who is notaffiliated with the Apollo Funds) 20 per cent. or more of the issued Class AShares in a single transaction (or a series of related transactions), then suchholders shall be entitled to require that each Class B Shareholder shalltransfer the same proportion of its holding of Class B Shares to the third partyon terms and conditions which are no less favourable in the aggregate (includingas to the value of the consideration) than those terms and conditions on whichthe Class A Shareholders will transfer Class A Shares pursuant to suchtransaction(s). 9.2 Effect of drag-along rights on Class B Shares If there is any continuing obligation in relation to the Class A Shares and theClass B Shares at the time of such transfer transaction(s), such continuingobligation may, in respect of the obligation attaching to Class B Shares, besatisfied by Castle TopCo retaining all or part of the consideration due to thetransferring Class B Shareholders and, in respect of the obligation attaching toClass A Shares, may be satisfied either by covenant, indemnity or by CastleTopCo retaining all or part of the consideration due to the transferring Class AShareholders, provided that the covenant or indemnity amount and any relatedterms are the same, on a per share basis, as any retention of consideration fromClass B Shareholders in connection with such transfer. Where drag-along rights are exercised pursuant to this paragraph: (i) any condition or restriction that may be imposed with respect to (and anyrights attaching to) the Class A Shares or Class A Shareholders shall applyequally to the Class B Shares or Class B Shareholders (as the case may be); (ii) without prejudice to the generality of the foregoing paragraph (i) andnotwithstanding the restrictions in paragraph 5 of this Appendix III, therelevant portion of Class B Shares shall be transferred to the relevant thirdparty without the Class B Shareholder being required to transfer any Class BNotes to such third party if, as part of the relevant transaction (or series oftransactions), the relevant holders of the Class A Shares transfer Class AShares without transferring any Class A Notes; and (iii) any costs and expenses attributable to the relevant transaction (or seriesof transactions) will be apportioned pro rata amongst participatingshareholders. 9.3 Obligations of Class B Shareholders in connection withdrag-along transactions The Class B Shareholders shall be required to consent to any transaction inrespect of which drag-along rights are being exercised and each Class BShareholder shall waive any dissentient or similar rights it has in connectionwith such proposed transaction (or series of transactions). 9.4 Cessation of drag-along rights Drag-along rights shall cease to apply following a listing or other publicoffering and shall cease to apply to Class B Shares which are the subject of asale pursuant to the exercise of drag-along rights in accordance with thisparagraph 9. 9.5 Drag-along rights (general) The drag-along provisions shall, if the Apollo Funds so determine, takeprecedence over the tag-along provisions if both the drag-along and tag-alongprovisions apply to the same transaction (or series of transactions). 10. Tag-along by Class B Shares 10.1 Application of tag-along rights If the Class A Shareholders wish to transfer any Class A Shares to a third party(who is not affiliated with the Apollo Funds) representing 3 per cent. or moreof the issued Class A Shares in a single transaction (or a series of relatedtransactions), then each Class B Shareholder shall have the right to transferthe same proportion of its holding of Class B Shares to the third party on termsand conditions which are no less favourable in the aggregate (including as tothe value of the consideration) than those terms and conditions on which theClass A Shareholders will transfer Class A Shares pursuant to such transaction(s). The foregoing tag-along rights shall not apply to: (i) disposals to investors inApollo investment vehicles or to Apollo employees, partners and consultantswithout consideration; or (ii) disposals to investors in Apollo investmentvehicles or Apollo employees, partners and consultants for value within 90 daysof the Proposals being effected. 10.2 Effect of tag-along rights on Class B Shares If there is any continuing obligation in relation to the Class A Shares and theClass B Shares at the time of such transfer transaction(s), such continuingobligation may, in respect of the obligation attaching to Class B Shares, besatisfied by Castle TopCo retaining all or part of the consideration due to theClass B Shareholders and, in respect of the obligation attaching to Class AShares, may be satisfied either by covenant, indemnity or by Castle TopCoretaining all or part of the consideration due to the transferring Class AShareholders, provided that the covenant or indemnity amount and any relatedterms are the same, on a per share basis, as any retention of consideration fromClass B Shareholders in connection with such transfer. Where tag-along rights are exercised pursuant to this paragraph: (i) any condition or restriction that may be imposed with respect to (and anyrights attaching to) the Class A Shares or Class A Shareholders shall applyequally to the Class B Shares or Class B Shareholders (as the case may be); (ii) without prejudice to the generality of the foregoing paragraph (i) andnotwithstanding the restrictions in paragraph 5 of this Appendix III, therelevant portion of Class B Shares shall be transferred to the relevant thirdparty without the Class B Shareholder being required to transfer any Class BNotes to such third party if, as part of the relevant transaction (or series oftransactions), the relevant holders of the Class A Shares transfer Class AShares without transferring any Class A Notes; and (iii) any costs and expenses attributable to the relevant transaction (or seriesof transactions) will be apportioned pro rata amongst participatingshareholders. 10.3 Obligations of Class B Shareholders in connection with tag-alongtransactions The Class B Shareholders shall be required to consent to any transaction inrespect of which tag-along rights are being exercised and each Class BShareholder shall waive any dissentient or similar rights it has in connectionwith such proposed transaction (or series of transactions). 10.4 Cessation of tag-along rights Tag-along rights shall cease to apply following a listing or other publicoffering and shall cease to apply to Class B Shares which are the subject of asale pursuant to the exercise of tag-along rights in accordance with thisparagraph 10. 11. Board composition; Board deliberations Except as approved by resolution of the Castle TopCo Board, there may be amaximum of 10 directors and a minimum of two directors, together with oneindependent director. Each director shall have a single vote on resolutions to be considered by theCastle TopCo Board and questions arising at any meeting of the Castle TopCoBoard shall be decided by a majority of votes. Directors who are in any way, whether directly or indirectly, interested in acontract or proposed contract to be entered into by Castle TopCo shall givenotice of the nature of that interest and shall be able to vote in respect ofany resolution on, or question arising in respect of, that contract or proposedcontract. 12. Independent director An independent director will be initially appointed to the Castle TopCo Board bythe other Castle TopCo Board members (after prior consultation with partiesexpected to be significant Class B Shareholders), such appointment to be made assoon as reasonably practicable and in any event within 90 days of adoption ofthe Castle TopCo Articles. The independent director will, from the date ofappointment, be entitled to receive notice of and attend all Castle TopCo Boardmeetings and vote on all resolutions to be considered by the Castle TopCo Board. An ordinary resolution ratifying the appointment of the independent directorwill be put to the Class B Shareholders. If the resolution ratifying hisappointment is passed by the Class B Shareholders, the independent director willcontinue on the Castle TopCo Board and, if and for so long as he remains on theCastle TopCo Board, a resolution ratifying his appointment will be put to theClass B Shareholders annually thereafter. If the resolution ratifying hisappointment is not passed by the Class B Shareholders, the independent directorwill be removed. Any replacement of the independent director will be appointed by the CastleTopCo Board and be subject to ratification by the Class B Shareholders in thesame manner as described above. In addition, the Class B Shareholders are entitled to nominate a person to bethe independent director, rather than the person nominated by the Castle TopCoBoard. A resolution to appoint a person nominated by Class B Shareholders willbe put to the Class B Shareholders if such person obtains a nomination of notless than 30 per cent. of the issued Class B Shares. That person will beappointed as the independent director if the appointment of the person nominatedby the Castle TopCo Board to be the independent director is not ratified by theClass B Shareholders and the ordinary resolution to appoint the person nominatedby the Class B Shareholders is then passed by the Class B Shareholders. If the office of independent director is vacant for more than 30 days, thenshareholders holding not less than 30 per cent. of the aggregate nominal valueof the issued Class B Shares may serve notice on Castle TopCo nominating aperson as the independent director. In that event, the Castle TopCo Board shallbe required to propose a resolution to appoint such person as independentdirector for consideration by the holders of Class B Shares within 60 days ofreceipt of the notice. A person may not be appointed as the independent director as contemplated bythis paragraph12 if he or she is a US citizen or resident. 13. Approval of affiliate transactions Any affiliate transaction proposed to be entered into by Castle TopCo involvingconsideration in excess of £15 million or the purchase of assets comprising anongoing business shall require the approval of the Class B Shareholders. Anyaffiliate transaction involving consideration less than £15 million or notinvolving the purchase of assets comprising an ongoing business shall requirethe approval either of the Class B Shareholders or the independent director. For this purpose, an "affiliate transaction" shall be any transaction betweenCastle TopCo on the one hand and either of the Apollo Funds (or their respectiveaffiliates) on the other hand but only if and for so long as the Apollo Funds(or their respective affiliates) own Class A Shares representing not less than30 per cent. of the aggregate nominal value of the issued Class A Shares andClass B Shares. The following shall not constitute an affiliate transaction: (i) any transactionto which drag-along rights or tag-along rights apply in accordance withparagraphs 9 and 10 of this Appendix III respectively; (ii) any transaction inrespect of which comparable participation is or will be offered to all holdersof Class A Shares and Class B Shares on a pro rata basis (adjusted to reflectthe differences between the classes of share); (iii) the letter delivered to theApollo Funds in connection with the Proposals to support venture capitaloperating company (or VCOC) status; and (iv) the Management Fee Agreemententered into in connection with the Proposals. 14. Listing The Class B Shares will not be listed except that, with effect from the fifthanniversary of closing of the Offer, holders of more than 50 per cent. of theaggregate nominal value of issued Class B Shares may serve notice (a "listingnotice") on Castle TopCo to request a listing of the Class B Shares on arecognised investment exchange. Following service of a listing notice the Castle TopCo Board shall usereasonable endeavours to procure a listing of the Class B Shares on a recognisedinvestment exchange within Europe as soon as practicable thereafter. Suchrecognised investment exchange shall be selected by the Castle TopCo Board, inconsultation with an independent investment bank, with a view to providingliquidity to the Class B Shares. In connection with any listing, Castle TopCoshall use reasonable endeavours to support such listing, including endeavours inconnection with any roadshow related to the Class B Shares, to the extentpracticable. The Castle TopCo Board shall not be obliged to seek a listing of the Class BShares if: (i) the Castle TopCo Board determines that Class B Shares with avalue (determined by an independent investment banking firm) of less than £50million are in issue, excluding any such shares held by the Apollo Funds andtheir respective affiliates; or (ii) such listing cannot be implemented withoutthere being a requirement for registration under the US Securities Act or the USExchange Act. In addition, the Castle TopCo Board may delay the listing for upto 180 days if, in considering their fiduciary duties, the directors of CastleTopCo consider it inadvisable or inexpedient to effect such a listing withoutdelay. If at the time a listing notice is delivered to Castle TopCo, the Class B Sharesand the Class B Notes are still subject to the stapling restrictions set out inparagraph 5.3 of this Appendix III, the obligation to list the Class B Sharesshall also apply to the Class B Notes. 15. Information rights Any shareholder holding greater than 1 per cent. of the aggregate nominal valueof the issued share capital of Castle TopCo shall be entitled to see theCompany's quarterly and annual financial statements, budgets and similardocuments, subject to customary confidentiality arrangements. 16. Other Each certificate for a Class B Share will contain a legend which shall advisethe holder that the share is subject to the restrictions which are summarised inthis Appendix III and which will be set out in the Castle TopCo Articles. In this Appendix III: (i) a "sale" is the sale, transfer or other disposal of either: (a) the entireissued share capital of Castle TopCo in a single transaction or a series ofrelated transactions; or (b) any Class B Shares pursuant to the exercise ofdrag-along or tag-along rights on the sale of any Class A Shares in accordancewith paragraphs 9 and 10 respectively of this Appendix III; and (ii) a "listing" will include an admission of the issued share capital of CastleTopCo to trading on the London Stock Exchange's market for listed securities,the Alternative Investment Market of the London Stock Exchange, the EuropeanAssociation of Securities Dealers' Automated Quotation System or on any otherrecognised investment exchange (as defined in section 285 of FSMA 2000) and "listed" shall be construed accordingly. Appendix IV DESCRIPTION OF RIGHTS ATTACHING TO NOTES 1. Issuer Class A Notes and Class B Notes will be issued by Castle MidCo 1 or anothersubsidiary undertaking of Castle TopCo. 2. Guarantors Neither the Class A Notes nor the Class B Notes will be guaranteed by any memberof the Castle BidCo Group or any other person. 3. Notes to be issued The Notes will be comprised of an aggregate principal amount of approximately£270,000,000 unsecured fixed rate notes in two tranches: (i) Class A Notes to beissued to or at the direction of the Apollo Funds; and (ii) Class B Notes to beissued to Countrywide Shareholders who make a valid election under the UnlistedSecurities Alternative. To the extent that Countrywide Shareholders do not elect to receiveall of the Class B Notes available under the terms of the Offer or Class B Notesare not issued in accordance with the terms of the Offer, further Class A Noteswill be issued to or at the direction of the Apollo Funds. The Notes will be issued in registered form in amounts and integral multiples of£1. 4. Listing The Class A Notes may be listed on the Luxembourg Stock Exchange followingclosing of the Offer. Except in the circumstances described in paragraph 14 of Appendix III, the ClassB Notes will not be listed (as defined in Appendix III). In addition to the terms applicable to the Class A Notes and the Class B Notesset out in this Appendix IV, the Class A Notes may contain such other terms asare required to ensure that the Class A Notes comply with the listingrequirements of the Luxembourg Stock Exchange. 5. Price Class A Notes shall be issued for cash at nominal value. Class B Notes shall be issued in consideration of the cancellation of SchemeShares under the terms of the Offer. 6. Currency The Notes will be denominated in Sterling. 7. Ranking The Notes will be unsecured and subordinated in right of payment to all existingand future unsubordinated indebtedness of the Issuer and its subsidiaries,including all indebtedness under the acquisition financing facilities. TheNotes of each of the Class A Notes and the Class B Notes shall rank pari passuand without preference amongst themselves and the Class A Notes shall rank paripassu with the Class B Notes. 8. Security The Notes will be unsecured notes. 9. Issue Date The Notes will be issued on closing of the Offer. 10. Interest Interest shall be payable on the Notes at a fixed rate of 12 per cent. Interest will accrue quarterly in arrear from the date of closing of the Offerand will be payable in the form of additional Notes unless the Issuer elects inrespect of any Note to pay the interest in cash. Interest shall be paid (in the manner described above) on each Interest PaymentDate or, at the election of the Issuer, rolled over. Any rolled over interestshall itself bear interest in accordance with the foregoing and shall, if notpreviously paid, be paid on redemption of the relevant Notes. Overdue principal, interest, fees and other amounts shall bear interest at 14per cent. per annum. 11. Interest Payment Dates Each 1 March, 1 June, 1 September and 1 December, beginning on the InterestPayment Date falling not less than 180 days after completion of the Offer. 12. Step-up There will be no step-up of the interest rate under the terms of the Notes. 13. Maturity The Notes will mature, if not previously paid or redeemed, on the tenthanniversary of the closing of the Offer. 14. Mandatory Prepayments There will be no mandatory prepayments under the terms of the Notes. 15. Optional Prepayments Prepayments of the Notes at the option of the Issuer shall be permitted, inwhole or in part, with at least three business days' prior written notice,subject to limitations as to the minimum amounts of prepayments. Notes will beprepaid at a price equal to 100 per cent. of the principal amount thereof plusaccrued and unpaid interest to the redemption date. 16. Transfer restrictions and stapling of Class B Notes Class A Notes shall be freely transferable (subject to the rights of the Class BNoteholders to tag-along as described in paragraph 19 of this Appendix IV). Except pursuant to the exercise of drag-along rights or tag-along rights, aClass B Noteholder may only transfer a portion (being the "relevant portion") ofits holding of Class B Notes if it also transfers the relevant portion of itsholding of Class B Shares in Castle TopCo to the same transferee in the sametransaction. The transfer restrictions applicable to the Class B Shares (seeparagraph 5 of Appendix III for a description of the transfer restrictionsapplicable to the Class B Shares) will therefore apply to restrict the transferof the Class B Notes. The Issuer may require the transferor and/or the transferee of any Class B Notesto provide such documents as are relevant to its consideration of any transferas well as an indemnity to the Issuer (on terms to be approved by the Issuer) inrespect of any losses suffered by the Issuer as a result of any transfer beingimplemented in breach of the transfer restrictions above. The Issuer may alsorequire the transferring Class B Noteholder to provide to it such documentationand other evidence as is necessary to demonstrate to it that a proposed transferof the Class B Notes can be effected in compliance with the transferrestrictions. Class A Noteholders shall be free to transfer all or any of their Class A Noteswithout any requirement to transfer their holdings of Class A Shares in CastleTopCo, subject to the applicability of tag-along rights with respect thereto. 17. Right of last offer For so long as a Class B Note may only be transferred together with the relevantportion of Class B Shares, the transfer of such Class B Note will be subject toa right of last offer on the same terms as the right of last offer relating tothe Class B Shares (as described in paragraph 5.4 of Appendix III). 18. Drag-along rights The Class B Notes shall be subject to similar drag-along rights as apply to theClass B Shares (see paragraph 9 of Appendix III for a description of suchrights) such that, if holders of the Class A Notes wish to transfer to a thirdparty (who is not affiliated with the Apollo Funds) 20 per cent. or more of theissued Class A Notes in a single transaction (or a series of relatedtransactions), then such holders shall be entitled to require each Class BNoteholder to transfer the same proportion of its holding of Class B Notes tothe third party on terms and conditions which are no less favourable in theaggregate (including as to the value of the consideration) than those terms andconditions on which the Class A Noteholders will transfer Class A Notes pursuantto such transaction(s). Where drag-along applies, the relevant portion of Class B Notesshall be transferred to the relevant third party without the Class B Noteholderbeing required to transfer any Class B Shares in Castle HoldCo to such thirdparty if and to the extent that, as part of the relevant transaction (or seriesof transactions), the relevant holders of the Class A Notes transfer Class ANotes without transferring any Class A Shares in Castle TopCo. Any Class B Notewhich is the subject of such a transfer shall continue to be transferable inaccordance with the terms described in this Appendix IV, save that it will nolonger be a requirement of transfer for the holder to transfer such Class B Notetogether with a relevant portion of Class B Shares. The drag-along provisions shall, if the holders of a majority of theClass A Notes so determine, take precedence over the tag-along provisions ifboth the drag-along and tag-along provisions apply to the same transaction (orseries of transactions). 19. Tag-along rights The Class B Notes shall be subject to similar tag-along rights as apply to theClass B Shares (see paragraph 10 of Appendix III for a description of suchrights) such that, if the Class A Noteholders wish to transfer to a third party(who is not affiliated with the Apollo Funds) 3 per cent. or more of the issuedClass A Notes in a single transaction (or a series of related transactions),then each Class B Noteholder shall have the right to transfer the sameproportion of its holding of Class B Notes to the third party on terms andconditions which are no less favourable in the aggregate (including as to thevalue of the consideration) than those terms and conditions on which the Class ANoteholders will transfer Class A Notes pursuant to such transaction(s). Where tag-along rights are exercised the relevant portion of Class BNotes shall be transferred to the relevant third party without the Class BNoteholder being required to transfer any Class B Shares in Castle TopCo to suchthird party if and to the extent that, as part of the relevant transaction (orseries of transactions), the relevant holders of the Class A Notes transferClass A Notes without transferring any Class A Shares in Castle TopCo. Any ClassB Note which is the subject of such a transfer shall continue to be transferablein accordance with the terms described in this Appendix IV, save that it will nolonger be a requirement of transfer for the holder to transfer such Class B Notetogether with a relevant portion of Class B Shares. 20. Covenants The Notes will contain no financial covenants. 21. Events of default The Notes will contain customary events of default in relation to: (i)non-payment of any amount of interest, principal or premium; (ii) a materialbreach of covenant; and (iii) insolvency-related events. 22. Enforcement of rights A Noteholder may not proceed directly against the Issuer to enforce any of itsrights under the Notes in respect of any matter unless the holders of a majorityof the Class A Notes: (i) consent to such enforcement; or (ii) proceed againstthe Issuer to enforce their rights in respect of the same matter. 23. Withholding All payments on the Notes shall be made without withholding or deduction for, oron account of, any present or future taxes or duties except as required byapplicable law. The Issuer will not be obliged to pay any additional amounts toNoteholders in respect of any amounts required to be so withheld or deducted.Under current law in the United Kingdom, interest on the Notes will be subjectto withholding tax at the rate of 20 per cent., subject to reduction orexemption under any applicable double tax treaty. 24. Governing Law and Forum The Notes will be governed by, and construed in accordance with, the laws ofEngland and Wales, and each Noteholder will consent to the jurisdiction of theHigh Court of England and Wales. Appendix V DEFINITIONS The following definitions apply throughout this Announcement unless the contextrequires otherwise. "3i Funds" 3i Europartners Va LP and 3i Europartners Vb LP; "3i Investors" 3i Funds, 3i Pan European Buyouts 2006-08A LP, 3i Pan European Buyouts 2006-08B LP, 3i Pan European Buyouts 2006-2008C LP, 3i Parallel Ventures LP, the Co-investment Plan, Pan European Buyouts Co-Invest 2006-08 LP, 3i Pan European Buyouts Co-Invest 2006-08 FCPR, Pan European Buyouts (Nordic) Co-Invest 2006-08 LP and 3i (pending formation of Pan European Buyouts (Dutch) Co-Invest 2006-08 LP); "3i" 3i Investments plc; "Apollo" Apollo Management, L.P.; "Apollo Funds" AIF VI Euro Holdings, L.P. and AAA Investments, L.P.; "Articles" articles of association; "Board" the full board of Countrywide Directors as of the date of this Announcement; "Business Day" a day (excluding Saturdays, Sundays and UK public holidays) on which banks in London are generally open for business in the City of London; "Cash Consideration" the cash consideration due to Scheme Shareholders under the basic terms of the Offer (that is, excluding any cash consideration which may be due to such shareholder pursuant to an election to participate in the Rightmove Sale Election); "Castle BidCo" Castle HoldCo 4, Ltd., an exempted company incorporated in the Cayman Islands with registered number WK-182043 and having its registered office at the offices of Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands; "Castle BidCo Group" Castle TopCo and its subsidiary undertakings; "Castle MidCo 1" Castle HoldCo 2, Ltd., an exempted company incorporated in the Cayman Islands with registered number WK-182041 and having its registered office at the offices of Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands; "Castle TopCo" Castle HoldCo 1, Ltd., an exempted company incorporated in the Cayman Islands with registered number WK-182042 and having its registered office at the offices of Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands; "Castle TopCo Articles" the articles of association of Castle TopCo; "Castle TopCo Board" the board of directors of Castle TopCo; "City Code" the City Code on Takeovers and Mergers; "Class A Notes" the unlisted class A loan notes issued or to be issued by Castle MidCo 1 (or another subsidiary undertaking of Castle TopCo) to (or at the direction of) the Apollo Funds, and " Class A Noteholders" shall be construed accordingly; "Class A Shares" the unlisted class A shares issued or to be issued by Castle TopCo to (or at the direction of) the Apollo Funds, and "Class A Shareholders" shall be construed accordingly; "Class B Notes" the unlisted class B loan notes which may be issued by Castle MidCo 1 (or another subsidiary undertaking of Castle TopCo) pursuant to the Unlisted Securities Alternative, the terms of which are summarised in Appendix IV to this Announcement, and "Class B Noteholders" shall be construed accordingly; "Class B Shares" the unlisted class B shares which may be issued by Castle TopCo pursuant to the terms of the Unlisted Securities Alternative, the terms attaching to which are summarised in Appendix III to this Announcement, and "Class B Shareholders" shall be construed accordingly; "Closing Price" the closing middle market quotation of a share, as derived from the Daily Official List; "Companies Act" or "Act" the Companies Act 1985, as amended; "Companies Law" the Companies Law (as amended) of the Cayman Islands; "Conditions" the conditions to the implementation of the Proposals (including the Scheme) which are set out in Appendix I to this Announcement; "Countrywide" or "the Company" Countrywide plc, a public limited company incorporated in England and Wales with registered number 4947152; "Countrywide Group" Countrywide and its subsidiary undertakings and, where the context permits, each of them; "Countrywide Shareholders" or "Shareholders" the holders of Countrywide Shares; "Countrywide Shares" the ordinary shares of 5 pence each in the capital of Countrywide and "Countrywide Share" means any one of them; "Countrywide Share Schemes" the 2004 Approved Plan, the 1995 ESOS, the 1996 ESOS, the 1996 SAYE, the 2004 SAYE, the 1996 EDIS, the ESBS and the 2006 PSP; "Court" the High Court of Justice in England and Wales; "Court Meeting" the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 425 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without modification), and any adjournment thereof; "Court Orders" the Scheme Court Order and the Reduction Court Order; "Credit Suisse" Credit Suisse Securities (Europe) Limited; "CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities generated by CRESTCo Limited in accordance with the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as amended; "Daily Official List" the Daily Official List of the London Stock Exchange; "Deutsche Bank" Deutsche Bank AG, London Branch; "Deutsche Bank Group" Deutsche Bank and its subsidiary undertakings; "Directors" or "Countrywide Directors" the directors of Countrywide; "Effective Date" the date on which the Scheme becomes effective in accordance with its terms; "EGM" the extraordinary general meeting of Countrywide Shareholders (and any adjournment thereof) to be convened in connection with the Proposals, and any adjournment thereof; "Employee Benefit Trust" the employee benefit trust between Hambro Countrywide plc and Hambros Channel Islands Trust Corporation Limited dated 21 January 1992; "Facilities Agreements" the facilities agreements entered into between members of the Castle BidCo Group (as borrowers) and Credit Suisse, London Branch, Deutsche Bank and Goldman Sachs Credit Partners L.P. (as lenders) in respect of the debt financing for the Proposals, details of which will be set out in the Scheme Document; "Forms of Election" the form of election for use in electing for the Rightmove Sale Election and the form of election for use in electing for the Unlisted Securities Alternative and "Form of Election" means either of them; "Forms of Proxy" the form of proxy for use at the Court Meeting and the form of proxy for use at the EGM and "Form of Proxy" means either of them; "FSMA 2000" the Financial Services and Markets Act 2000, as amended;"Hawkpoint" Hawkpoint Partners Limited; "HMRC" Her Majesty's Revenue & Customs; "holder" a registered holder, including any person entitled by transmission; "Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under FSMA 2000;"London Stock Exchange" The London Stock Exchange plc; "Management Fee Agreement" a management fee agreement to be entered into between the Apollo Funds (or their affiliates) (as service providers) and members of the Castle BidCo Group (as service recipients) which shall provide for an upfront fee of 1 per cent. of the equity funding committed by the Apollo Funds in connection with the Offer and an ongoing management fee of £1.5 million per annum; "Meetings" the Court Meeting and/or the EGM as the case may be; "Non-Executive Directors" the non-executive directors of Countrywide, being Christopher H Sporborg CBE, Andrew J Brown, Michael J Gordon and Peter W Mason; "Notes" means the Class A Notes and the Class B Notes; "Offer" the recommended offer of 510 pence in cash and 0.16487 Rightmove Shares for each Scheme Share made by Castle BidCo to Scheme Shareholders and, where the context so requires, any subsequent revision, variation, extension or renewal thereof; "Official List" the Official List of the UK Listing Authority; "Overseas Shareholders" Countrywide Shareholders (or nominees of, or custodians or trustees for, Countrywide Shareholders) not resident in or citizens of the United Kingdom; "Panel" the Panel on Takeovers and Mergers; "pounds" or "£" UK pounds sterling, the lawful currency of the UK; "Proposals" the Scheme and the other matters to be considered at the Meetings; "recognised investment exchange" has the meaning given in section 285 of FSMA 2000; "Reduction Court Hearing" the hearing at which the Court's confirmation of the Reduction of Capital will be sought; "Reduction Court Order" the order of the Court confirming under section 137 of the Act the Reduction of Capital; "Reduction of Capital" the reduction of Countrywide's share capital pursuant to section 135 of the Act, involving the cancellation and extinguishing of the Scheme Shares provided for by the Scheme; "Reduction Record Time" 6.00 p.m. on the last Business Day immediately prior to the date of the Reduction Court Hearing; "Reference Date" means 2 March 2007; "Registrar of Companies" the Registrar of Companies of England and Wales; "Regulation S" Regulation S under the US Securities Act; "Regulatory Information Service" or "RIS" any of the services set out in schedule 12 to the Listing Rules; "Rightmove" Rightmove PLC; "Rightmove Sale Election" the facility whereby Countrywide Shareholders may elect to have all (but not some only) of the Rightmove Shares to which they are entitled under the Scheme sold on their behalf and, following completion of the sale of all of the Rightmove Sale Shares, receive their pro rata proportion of the Rightmove Sale Proceeds; "Rightmove Sale Proceeds" the net proceeds (after deduction of broking fees and other sale costs and expenses) received in respect of the sale of the Rightmove Sale Shares on behalf of Scheme Shareholders who have elected for the Rightmove Sale Election; "Rightmove Sale Shares" those Rightmove Shares in respect of which valid elections have been made for the Rightmove Sale Election; "Rightmove Share Consideration" the ordinary shares in the capital of Rightmove which constitute the share consideration due to Scheme Shareholders under the basic terms of the Offer; "Rightmove Shares" the 28,515,375 ordinary shares of 1 penny each in the capital of Rightmove held by a wholly owned subsidiary of the Company; "Scheme" or "Scheme of Arrangement" the proposed scheme of arrangement under section 425 of the Act between Countrywide and Scheme Shareholders, with or subject to any modification, addition thereto or condition approved or imposed by the Court and agreed to by Countrywide and Castle BidCo; "Scheme Court Order" the order of the Court sanctioning the Scheme under section 425 of the Act; "Scheme Document" the document to be posted to Countrywide Shareholders and others containing, inter alia, the Scheme and the notices of the Meetings; "Scheme Record Time" 6:00 p.m. on the Business Day immediately prior to the Effective Date; "Scheme Shareholders" the holders of Scheme Shares; "Scheme Shares" (i) all Countrywide Shares in issue at the date of the Scheme Document; (ii) all Countrywide Shares issued after the date of the Scheme Document and before the Voting Record Time in respect of the Court Meeting; and (iii) all Countrywide Shares issued at or after the Voting Record Time in respect of the Court Meeting but on or before the Reduction Record Time, but excluding any ordinary shares held in treasury by the Company; "subsidiary" and "subsidiary undertaking" have the meaning given to them in the Companies Act; "the 2004 Approved Plan" the Countrywide Approved Share Option Plan (2004); "the 1996 EDIS" the Countrywide Assured Group plc Executive Deferred Incentive Scheme (1996); "the ESBS" the Countrywide Assured Group plc Executive Share Bonus Scheme; "the 1995 ESOS" the Countrywide Assured Group plc Executive Share Option Scheme (1995); "the 1996 ESOS" the Countrywide Assured Group plc Executive Share Option Scheme (1996); "the 2006 PSP" the Countrywide 2006 Performance Share Plan (2006); "the 1996 SAYE" the Countrywide Assured Group plc Savings Related Share Option Scheme (1996); "the 2004 SAYE" the Countrywide Sharesave Plan (2004); "Transaction Agreement" the transaction agreement dated on or about the date of this Announcement between Countrywide and Castle BidCo pursuant to which, amongst other things, the parties have agreed to implement the Scheme; "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;"UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purpose of Part VI of FSMA 2000 (as amended); "Unlisted Securities" the Class B Shares and the Class B Notes and "Unlisted Security" means either of them; "Unlisted Securities Alternative" the facility whereby Countrywide Shareholders may elect to receive a combination of Class B Shares and Class B Notes in lieu of all or part of the Cash Consideration; "US" or "United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; "US Exchange Act" US Securities Exchange Act of 1934, as amended and rules and regulations thereunder; "US Holder" a holder of the applicable security who is resident in the United States, where securities held of record by persons resident in the United States shall be determined as provided in Rule 12g5-1 of the US Exchange Act, except that securities held of record by a broker, dealer, bank or nominee for any of them for the accounts of customers resident in the United States shall be counted as held in the United States by the number of separate accounts for which the securities are held; "US Person" a US Person as defined in Regulation S under the US Securities Act and any nominee thereof; "US Securities Act" US Securities Act of 1933, as amended and rules and regulations thereunder; "Voting Record Time" the time and date fixed by the Court and Countrywide for determining the entitlement to vote, respectively, at the Court Meeting and the EGM, as will be set out in the notices thereof; and "Wider Countrywide Group" the Countrywide Group and its subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or persons in which the Countrywide Group and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent. CA070610082 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CWD.LRightmove