13th Apr 2007 11:29
Countrywide PLC13 April 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ORFROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULDCONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 13 April 2007 RECOMMENDED CASH AND SECURITIES OFFER FOR COUNTRYWIDE PLC Results of Court Meeting and Extraordinary General Meeting Further to the announcement on 2 March 2007 in relation to the Proposals, thescheme circular posted to Countrywide Shareholders on 20 March 2007 (assupplemented and amended by the scheme circular posted to CountrywideShareholders on 31 March 2007, together referred to in this announcement as the"Scheme Document") and the announcement on 12 April 2007 of the terms of theRevised Offer, which together set out the full terms and conditions of theScheme of Arrangement by which the Proposals are to be effected, the Company andCastle BidCo announce that the Court Meeting and the EGM held earlier today toapprove the Scheme of Arrangement have both concluded successfully. At the Court Meeting, the required majority in number of those SchemeShareholders present and voting, either in person or by proxy, representing 75per cent. or more in nominal value of the all Scheme Shares voted, voted infavour of the Scheme of Arrangement. At the EGM, the necessary resolutionrequired to approve the Scheme of Arrangement and associated Reduction ofCapital was passed as a special resolution. The Company will now present a petition to the Court asking the Court tosanction the Scheme of Arrangement and confirm the Reduction of Capital. TheCompany will also be seeking the Court's approval (with Castle Bidco's consent)to modify the Scheme in accordance with the Revised Offer. In order to becomeeffective in accordance with its terms, the Court must then sanction the Schemeat the Scheme Court Hearing and subsequently confirm the associated Reduction ofCapital at the Reduction Court Hearing, currently scheduled to take place on 1May 2007 and 3 May 2007 respectively. Following the sanction of the Scheme andconfirmation of the Reduction of Capital by the Court, it is expected that thelast day of dealings in Countrywide Shares will be 3 May 2007 and CountrywideShares will be delisted at 8.00 a.m. on 4 May 2007. A regulatory filing in respect of the Proposals has been made with the EuropeanCommission and it is expected that the decision of the European Commission willbe produced after their initial (Phase I) investigation, which ends on or before4 May 2007. In the event that the European Commission's decision is not providedby or on the date of the Scheme Court Hearing and/or the Reduction CourtHearing, it may be necessary to adjourn such hearing. If such an adjournment ismade, the Company will give notice of the change of date of the Scheme CourtHearing and/or the Reduction Court Hearing (as the case may be) and anyresulting changes to the expected timetable, which the Company and Castle BidCointend to keep to a minimum, by issuing an announcement through a RegulatoryNews Service. Copies of the resolutions passed at the Meetings have been submitted to the UKListing Authority and are available for inspection at the UK Listing Authority'sDocument Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, London E14 5HSTel: 020 7066 1000 Terms defined in the Scheme Document and in the announcement of the RevisedOffer, dated 20 March 2007 and 12 April 2007 respectively, shall have the samemeaning in this announcement. Enquiries Countrywide Tel: +44 (0) 1376 533 700Christopher SporborgGrenville TurnerHarry Hill Hawkpoint (financial adviser to Countrywide) Tel: +44 (0) 20 7665 4500David Reid ScottDavid RentonJonathan Coddington Brunswick Group (Countrywide PR enquiries) Tel: +44 (0) 20 7404 5959John SunnucksKate Holgate Credit Suisse (lead financial adviser andcorporate broker to Apollo) Tel: +44 (0) 20 7888 8888Zachary BrechGleeson Van RietJohn Hannaford (Corporate Broking) Deutsche Bank AG (joint financial adviser toApollo) Tel: +44 (0) 20 7545 8000Sekhar BahadurNigel MeekOmar Faruqui Goldman Sachs International (joint financialadviser to Apollo) Tel: +44 (0) 20 7774 1000Simon DingemansLorenzo GrabauJonathan Sorrell 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. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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