17th Jan 2007 07:01
Countrywide PLC17 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO OR FROM THE UNITEDSTATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN Embargoed for release at 7.00 a.m. 17 January 2007 COUNTRYWIDE PLC ("COUNTRYWIDE") - LETTER TO SHAREHOLDERS The following is the full text of a letter sent to Shareholders today byChristopher Sporborg: "Dear Shareholder, Further to the announcements on 15 January 2007 concerning the adjournment of theCourt Meeting and the EGM, I am now writing to you to set out the following: - why we acceded to 3i's request to adjourn the Court Meeting and the EGM; - a number of points of clarification which the Independent Directors feel it is appropriate to make following some of the views and opinions that have been expressed to them by certain Shareholders, particularly in relation to the future of Countrywide should the Scheme fail; - the times and dates for the Reconvened Court Meeting and the Reconvened EGM; and - the action to be taken by Shareholders. The Proposals now value each Countrywide Share at 568.7 pence, based on the ClosingPrice of a Rightmove Share of 476.5 pence on 15 January 2007, the last practicableBusiness Day prior to the date of this letter. This represents a premium of: - 35.7 per cent. to the average Closing Price of 419.2 pence per Countrywide Share over the one month period to 13 September 2006, the last Business Day prior to the announcement of a possible offer for Countrywide; and - 23.4 per cent. to the Closing Price of 461 pence per Countrywide Share on 13 September 2006, the last Business Day prior to the announcement of a possible offer for Countrywide. The Court Meeting and the EGM were adjourned at the request of 3i, following theirindication to the Independent Directors that they wished to hold furtherconsultations with Countrywide's significant Shareholders. Given the importance ofensuring that the outcome of the Court Meeting and the EGM fairly reflected thewishes of Shareholders, the Independent Directors proposed and obtainedadjournments of the Court Meeting and the EGM on 15 January 2007. The Independent Directors continue to recommend unanimously that Shareholders votein favour of the resolutions to be proposed at the Reconvened Court Meeting and theReconvened EGM required to implement the Scheme and your attention is drawn to therecommendation set out below. Further, the Independent Directors would like toreiterate that no potential competing offer for the Company has been made and theyare not aware of any other parties that are currently contemplating making acompeting offer for Countrywide. If the Scheme was to fail, the Board of Countrywide would need to give very carefulconsideration to the implications of that result. However, in the context of suchan outcome, the Independent Directors believe it is important to make the followingpoints: - Return of Capital: the Independent Directors would support the payment of an appropriate final dividend to Shareholders in respect of the year ended 31 December 2006, in line with Countrywide's stated dividend policy, taking proper account of the strength of trading in 2006 and the level of the Company's cash balances not required within the business. However, the Independent Directors (who currently comprise the majority of the Directors of Countrywide) would not support a leveraging of Countrywide's balance sheet to return further cash to Shareholders in the immediate future. In reaching this view, the Independent Directors have taken account of a number of factors including, in particular, the: - current uncertainty over the outlook for the UK housing market caused by the unexpected increase in UK interest rates last week and speculation that the peak in UK interest rates may now be higher than previously thought; - current difficulties in acquiring sufficient quality of stock of house sale instructions; - operational gearing of the business; - significant working capital outflow which Countrywide experiences in the first few months of the year; and - Board's previous experience of undertaking such an exercise. - Rightmove Stake: the Board of Countrywide will continue to give careful thought to the merits of retaining, placing or distributing Countrywide's 21.5 per cent. stake in Rightmove. I can confirm that, prior to the approach from 3i, the Board's view was that the stake in Rightmove should be retained by Countrywide, for the time being, as it represented an attractive strategic stake in a business involved in an increasingly important area of the estate agency market and with which Countrywide has a close and on-going relationship. However, the position was to be kept under review in the context of the absolute value of Rightmove relative to Countrywide and the extent to which the Board believed that the value of Countrywide's holding in Rightmove was being fairly reflected in Countrywide's market capitalisation. - Board Composition: as intended, Grenville Turner took over the role of Group Managing Director from Harry Hill on 1 January 2007. Harry Hill remains an executive director of Countrywide. The Independent Directors are determined to give full support to Grenville as he takes on the leadership of the Group. Prior to the approach from 3i, it had been the Board's intention, as announced on 25 July 2006, that Harry Hill should succeed me as non-executive Chairman following my impending retirement. The Independent Directors who sit on the Nominations Committee have indicated that they believe that the new Chairman should be non-executive, in line with good corporate governance practice. If the Scheme was to fail, the Nominations Committee, which currently comprises myself, Harry Hill, Mike Gordon and Andrew Brown, would need to consider further who they believe is the most appropriate candidate to recommend to the Board as Chairman. Reconvened Court Meeting and Reconvened EGM Following their respective adjournments on Monday 15 January 2007, the CourtMeeting and EGM have been reconvened as follows: - the adjourned Court Meeting has been reconvened for 10.30 a.m. on Friday 26 January 2007 at the offices of Ashurst, Broadwalk House, 5 Appold Street, London EC2A 2HA (the "Reconvened Court Meeting"); and - the adjourned EGM has been reconvened for 10.40 a.m. on Friday 26 January 2007 (or as soon thereafter as the adjourned Court Meeting has been concluded or further adjourned) (the "Reconvened EGM") (the Reconvened Court Meeting and the Reconvened EGM, being together the "Reconvened Meetings"). Notices for the Meetings were set out in the Scheme Document dated 21 December2006. No business may be transacted at the Reconvened Meetings other than thebusiness which might properly have been transacted at the Meetings had theadjournments not taken place. Save as set out below, all holders of Countrywide Shares whose names appear on theregister of members of Countrywide at 6.00 p.m. on 24 January 2007, or, if eitherthe Court Meeting or EGM is further adjourned, on the register of members at 6.00p.m. on the date falling two days before the date set for the adjourned Meetings,will be entitled to attend and vote at the relevant Meeting in respect of thenumber of Countrywide Shares registered in their names at the relevant time. If you have already submitted Forms of Proxy for either Meeting and do not wish tochange your voting instructions on the resolutions proposed, you need take nofurther action as your original Forms of Proxy will continue to be valid in respectof the relevant Reconvened Meeting. If you have voted and now wish to change yourvoting instructions, you should complete and return the new Forms of Proxy, whichwill supersede any previous Forms of Proxy you have submitted. Please see the"Action to be taken" section below and in Appendix I to this letter. None of the Management Shareholders, members of the Charlie Holdco Group, the 3iInvestors nor any person acting in concert with Charlie Holdco 4 who is a holder ofCountrywide Shares is entitled to vote at the Reconvened Court Meeting, given theirinterests in the Proposals. All Countrywide Shareholders will be entitled to vote on the special resolution tobe proposed at the Reconvened EGM, including the Management Shareholders. AllCountrywide Shareholders (other than the Management Shareholders and theirconnected persons) will be entitled to vote on the ordinary resolution to beproposed at the Reconvened EGM. The Scheme Court Hearing is now expected to be held on 19 February 2007 and theReduction Court Hearing on 21 February 2007. A revised expected timetable is setout in Appendix II to this letter. Action to be taken IF YOU HAVE ALREADY SUBMITTED FORMS OF PROXY FOR THE MEETINGS AND DO NOT WISH TOCHANGE YOUR VOTE YOU NEED TAKE NO FURTHER ACTION AS YOUR ORIGINAL FORMS OF PROXYWILL CONTINUE TO BE VALID IN RESPECT OF THE RECONVENED MEETINGS. HOWEVER, IF YOU ARE YET TO SUBMIT EITHER OR BOTH OF THE BLUE AND PINK FORMS OFPROXY, OR YOU NOW WISH TO CHANGE YOUR VOTING INSTRUCTIONS, IT IS VERY IMPORTANTTHAT YOU COMPLETE AND RETURN BOTH FORMS OF PROXY, TO ENSURE THAT THE OUTCOME OF THERECONVENED EGM AND THE RECONVENED COURT MEETING FAIRLY REFLECTS THE WISHES OFSHAREHOLDERS AND UNDUE WEIGHT IS NOT GIVEN TO THE WISHES OF A SMALL MINORITY OFSHAREHOLDERS. Enclosed with this letter are the following: - a blue Form of Proxy for use in respect of the Reconvened Court Meeting; and - a pink Form of Proxy for use in respect of the Reconvened EGM. These Forms of Proxy are being re-sent to Countrywide Shareholders in order toassist those Countrywide Shareholders who (a) did not initially receive the Formsof Proxy (for example, because such persons became Countrywide Shareholders on orafter 21 December 2006), (b) those Countrywide Shareholders who have yet tocomplete and return a blue and pink Form of Proxy but would like to do so, and (c)those Countrywide Shareholders who have already completed and returned a Form ofProxy but now wish to change the way that their vote is cast. In the case of (c),please note that if two Forms of Proxy are returned in respect of the same Meeting,the later Form of Proxy will take precedence over the earlier Form of Proxy. If, in respect of either the Court Meeting or the EGM, you have already returned aForm of Proxy and do not wish to change your vote, you should not return a secondForm of Proxy. If you have not voted, or you now wish to change your votinginstructions, you should complete and return the new Forms of Proxy, which willsupersede any previous Forms of Proxy you have submitted. The completion and the return of a Form of Proxy will not prevent you fromattending and voting at either the Reconvened Court Meeting or the Reconvened EGM,or any further adjournment thereof, in person if you wish to do so. If you are yet to submit either or both Forms of Proxy, or you now wish to changeyour voting instructions, whether or not you attend both or either of theReconvened Meetings, please complete the enclosed blue and pink Forms of Proxy andreturn them in accordance with the instructions printed thereon, as soon aspossible, but in any event, so as to be received by post or, during normal businesshours only, by hand to Countrywide's registrars, Capita Registrars at The Registry,34 Beckenham Road, Beckenham, Kent, BR3 4TU, by no later than: Blue Forms of Proxy for the Reconvened Court 10.30 a.m. on 24 January 2007Meeting:Pink Forms of Proxy for the Reconvened EGM: 10.40 a.m. on 24 January 2007 Further details of the action to be taken at the Reconvened Meetings are set out inAppendix I to this letter. Recommendation The Independent Directors, who have been so advised by Hawkpoint and PanmureGordon, consider the terms of the Offer to be fair and reasonable. Accordingly,the Independent Directors unanimously recommend you to vote in favour of theresolutions proposed at the Reconvened Court Meeting and the Reconvened EGMrequired to implement the Scheme, as they have irrevocably undertaken to do inrespect of their own beneficial holdings, amounting to, in aggregate, 100,000Countrywide Shares which represent approximately 0.06 per cent. of Countrywide'sissued ordinary share capital. In providing advice to the Independent Directors,Hawkpoint and Panmure Gordon have taken into account the commercial assessmentsof the Independent Directors. Hawkpoint has, and has recently had, corporate advisory relationships with 3iand certain companies in which 3i is an investor and, as a consequence, is notan independent adviser in accordance with Rule 3 of the City Code with respectto the Proposals. Further information In compliance with Rule 27.1 of the City Code, there are no material changes inany of the information provided to Shareholders relating to Countrywide, theCountrywide Group or the opinions of the Independent Directors, except asdisclosed in Appendix III to this letter. In compliance with Rule 27.2 and Rule28.5 of the City Code, the Directors of Countrywide confirm that the profitforecast contained in the Scheme Document remains valid, and that Hawkpoint,Panmure Gordon and BDO have no objection to their reports continuing to apply. In compliance with Rule 27.1 of the City Code, there are no material changes inany of the information provided to Shareholders relating to Charlie Holdco 4,the Charlie Holdco Group, 3i, the 3i Investors or the opinions of the directorsof Charlie Holdco 4, except as disclosed in Appendix III to this letter.Further, on the basis of publicly available information, the directors ofCharlie Holdco 4 and the 3i Investment Committee (whose names are set out inparagraphs 2(b) and 2(c) respectively of Appendix VI to the Scheme Document) arenot aware of any material changes in any of the information provided toShareholders relating to Rightmove, except as disclosed in Appendix III to thisletter. Your attention is also drawn to the revised Expected Timetable of PrincipalEvents set out in Appendix II to this letter, which revises certain key timesand dates in relation to the Scheme from those set out in the Scheme Document.In particular, the last time for receipt of green Forms of Election for theRightmove Sale Election is 4.30 p.m. on 22 February 2007. Yours faithfully Christopher SporborgChairman Terms defined in the Scheme Document shall have the same meaning in this letter. The Independent Directors accept responsibility for the information contained inthis letter, save for the Charlie Holdco Information, the 3i Information and theRightmove Information and, to the best of the knowledge and belief of theIndependent Directors (who have taken all reasonable care to ensure that such isthe case), the information for which they are taking responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. Harry Hill, Mike Nower and Grenville Turner, being the executive directors ofCountrywide, accept responsibility for the information in this letter relatingto Countrywide given in order to comply with Rule 27.1, 27.2 and 28.5 of theCity Code (except in relation to the opinions of the Independent Directors) and,to the best of the knowledge and belief of Harry Hill, Mike Nower and GrenvilleTurner (who have taken all reasonable care to ensure that such is the case), theinformation for which they are taking responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. The directors of Charlie Holdco 4, whose names are set out in paragraph 2(b) ofAppendix VI to the Scheme Document, accept responsibility for the information inthis letter relating to Charlie Holdco 4 and the Charlie Holdco Group given inorder to comply with Rule 27.1 of the City Code (the "Charlie HoldcoInformation") and, to the best of the knowledge and belief of the directors ofCharlie Holdco 4 (who have taken all reasonable care to ensure that such is thecase), the information for which they are taking responsibility is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. The 3i Investment Committee, whose names are set out in paragraph 2(c) ofAppendix VI to the Scheme Document, accept responsibility for the information inthis letter relating to 3i and the 3i Investors (the "3i Information") and theCharlie Holdco Information given in order to comply with Rule 27.1 of the CityCode and, to the best of the knowledge and belief of the 3i Investment Committee(who have taken all reasonable care to ensure that such is the case), theinformation for which they are taking responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. The directors of Charlie Holdco 4 and the 3i Investment Committee, whose namesare set out in paragraphs 2(b) and 2(c) respectively of Appendix VI to theScheme Document, each take responsibility for the correct extraction of theinformation in this letter relating to Rightmove given in order to comply withRule 27.1 of the City Code (the "Rightmove Information"), which has beencompiled from publicly available information. Hawkpoint, Panmure Gordon and BDO have all given and not withdrawn their consentto the issue of this letter with the references to their names in the form andcontext in which they appear. Appendix I - Action to be taken Voting at the Reconvened Court Meeting and the Reconvened EGM The Reconvened Court Meeting and the Reconvened EGM will be held at the officesof Ashurst at Broadwalk House, 5 Appold Street, London EC2A 2HA at 10.30 a.m.and 10.40 a.m. respectively (or in the case of the Reconvened EGM, if later, assoon as the Reconvened Court Meeting has been concluded or adjourned) on 26January 2007. The Scheme requires approval at both of these Meetings. IF YOU HAVE ALREADY SUBMITTED FORMS OF PROXY FOR THE MEETINGS AND DO NOT WISH TOCHANGE YOUR VOTE YOU NEED TAKE NO FURTHER ACTION. HOWEVER, IF YOU ARE YET TO SUBMIT EITHER OR BOTH THE BLUE AND PINK FORMS OFPROXY, OR YOU NOW WISH TO CHANGE YOUR VOTING INSTRUCTIONS, IT IS VERY IMPORTANTTHAT YOU COMPLETE AND RETURN BOTH FORMS OF PROXY, TO ENSURE THAT THE OUTCOME OFTHE RECONVENED EGM AND THE RECONVENED COURT MEETING FAIRLY REFLECTS THE WISHESOF SHAREHOLDERS AND UNDUE WEIGHT IS NOT GIVEN TO THE WISHES OF A SMALL MINORITYOF SHAREHOLDERS. You will find enclosed with this letter: - a blue Form of Proxy for use in respect of the Reconvened Court Meeting; - a pink Form of Proxy for use in respect of the Reconvened EGM; - attendance cards relating to the Reconvened Meetings; and - a reply paid envelope for use in the United Kingdom. If you have not received all of the documents relevant to you, please contactCapita Registrars on the helpline telephone number indicated below. If you either: - have yet to complete a Form of Proxy but would like to cast your vote at the Reconvened Meetings; or - have already completed and returned a Form of Proxy but would now like to change the way that your vote is cast; and whether or not you intend to attend both or either of the ReconvenedMeetings, please complete and sign both the enclosed blue and pink Forms ofProxy (or alternatively you may, if you still have them, submit the Forms ofProxy distributed with the Scheme Document) and return them in accordance withthe instructions printed thereon, as soon as possible, but in any event, so asto be received by post or, during normal business hours only, by hand toCountrywide's registrars, Capita Registrars at The Registry, 34 Beckenham Road,Beckenham, Kent, BR3 4TU, by no later than: Blue Forms of Proxy for the Reconvened Court 10.30 a.m. on 24 January 2007Meeting: Pink Forms of Proxy for the Reconvened EGM: 10.40 a.m. on 24 January 2007 (or, in the case of an adjournment, not later than 48 hours before the timefixed for the holding of the adjourned Meeting). Returning the Forms of Proxy will enable your votes to be counted at theMeetings in the event of your absence. If the blue Form of Proxy for use at theReconvened Court Meeting is not lodged by then, it may be handed toCountrywide's registrars at the Reconvened Court Meeting before the taking ofthe poll. However, in the case of the Reconvened EGM, unless the pink Form ofProxy is lodged so as to be received by the time mentioned in the instructionsprinted thereon, it will be invalid. A reply-paid envelope is enclosed for yourconvenience if you are posting your documents in the UK. Alternatively, if youare a CREST Shareholder you may be able to use the CREST electronic proxyappointment services. Proxies submitted electronically must be sent as soon asis possible, and in any event so as to be received by no later than 10.30 a.m.on 24 January 2007 in the case of the Reconvened Court Meeting and by 10.40 a.m.on 24 January 2007 in the case of the Reconvened EGM (or in the case of anyfurther adjournment, not later than 48 hours before the time fixed for theholding of the adjourned Meeting). The completion and the return of a Form ofProxy will not prevent you from attending and voting at either of the ReconvenedMeetings, or any further adjournment thereof, in person if you wish to do so. HelplineIf you have any questions relating to this letter or the Scheme Document or thecompletion and return of the Forms of Proxy or the Form of Election, please callthe Company's registrars, Capita Registrars on 0870 162 3121, or if telephoningfrom outside the United Kingdom, on +44 20 8639 2157, Monday to Friday from 9.00a.m. to 5.00 p.m. Please note that for our joint protection, calls to thesenumbers will be monitored or recorded, and no advice on the merits of theProposals or legal, tax or financial advice will be given. Appendix II - Expected timetable of principal events EVENT (TIME AND) DATE Latest time for lodging blue Forms of Proxy for the Court 10.30 a.m. on 24Meeting (1) January 2007 (2) Latest time for lodging pink Forms of Proxy for the 10.40 a.m. on 24Reconvened EGM (1) January 2007 (2) Voting Record Time for Reconvened Court Meeting and 6.00 p.m. on 24Reconvened EGM January 2007 (3) Reconvened Court Meeting 10.30 a.m. on 26 January 2007 Reconvened EGM 10.40 a.m. on 26 January 2007 (4) The following dates are subject to change, please see note (7) below Scheme Court Hearing (to sanction the Scheme) 19 February 2007 Reduction Record Time 6.00 p.m. on 20 February 2007 Reduction Court Hearing (to confirm the Reduction of Capital) 21 February 2007 Last day of dealings in Countrywide Shares 22 February 2007 Last time for receipt of green Forms of Election for the 4.30 p.m. on 22Rightmove Sale Election (5) February 2007 Scheme Record Time 6.00 p.m. on 22 February 2007 Effective Date 23 February 2007 Delisting of Countrywide Shares 8.00 a.m. on 23 February 2007 Latest despatch for cheques for Cash Consideration and 9 March 2007Rightmove Share certificates in respect of ShareConsideration (6) Latest date for CREST accounts to receive Rightmove Shares or 9 March 2007cash to be credited (1) A blue form of proxy for the Reconvened Court Meeting not so lodged may be handed to Countrywide's registrars, Capita Registrars, at that meeting before the taking of the poll. However, the pink forms of proxy for the Reconvened EGM must be lodged by 10.40 a.m. on 24 January 2007 in order to be valid (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Meeting). The Reconvened Court Meeting and Reconvened EGM will be held at the offices of Ashurst, Broadwalk House, 5 Appold Street, London, EC2A 2HA. (2) Please see Appendix I of this letter. (3) If either the Reconvened Court Meeting or Reconvened EGM is adjourned, the Voting Record Time for the adjourned Meeting will be 6.00 p.m. on the date two days before the date set for the adjourned meeting. (4) To commence at 10.40 a.m. or, if later, immediately following the conclusion of the Reconvened Court Meeting. (5) CREST Shareholders who wish to elect for the Rightmove Sale Election must do so electronically. Please see Appendix V to the Scheme Document dated 21 December 2006 for further details. (6) Cash payable in respect of the Rightmove Sale Proceeds will be paid within five Business Days following completion of the sale of all the Rightmove Sale Shares. (7) These dates and times are indicative only and will depend, inter alia, on the dates upon which the Court sanctions the Scheme and the associated Reduction of Capital and whether the Conditions are either satisfied or waived. If the expected date of the Scheme Court Hearing is changed, Countrywide will give notice of this change by issuing an announcement through a Regulatory Information Service. All Countrywide Shareholders have the right to attend the Scheme Court Hearing and the Reduction Court Hearing. Unless otherwise stated, all references to time are to London times. Appendix III - Additional information Further announcements by Countrywide Since the date of the letter to shareholders dated 9 January 2007, Countrywidehas released the following announcements: "9 January 2007 In accordance with Rule 2.10 of the City Code on Takeovers and Mergers,Countrywide confirms that it now has 170,851,720 ordinary shares of 5 pence eachin issue and admitted to trading on the London Stock Exchange under the UK ISINcode GB00B00FQ060. A further announcement will be made if appropriate." "12 January 2007 In accordance with Rule 2.10 of the City Code on Takeovers and Mergers,Countrywide confirms that it now has 170,851,990 ordinary shares of 5 pence eachin issue and admitted to trading on the London Stock Exchange under the UK ISINcode GB00B00FQ060. A further announcement will be made if appropriate." "15 January 2007 At the request of 3i, Christopher Sporborg, Chairman of Countrywide, will seekan adjournment of the Court Meeting and the EGM to be held this morning inrelation to Charlie Holdco 4's offer for Countrywide. 3i has indicated that it wishes to hold further consultations with Countrywide'ssignificant Shareholders. Given the importance of ensuring that the outcome ofthe EGM and the Court Meeting fairly reflects the wishes of Shareholders, theIndependent Directors have agreed to propose motions at the Court Meeting andthe EGM for their respective adjournments. The proxy votes received in relation to the Court Meeting by 10.30 a.m. onSaturday 13 January 2007, being the last time and date by which proxies neededto be received in order to be valid at today's Court Meeting, were as follows: Court Meeting of holders of Independent Scheme Shares Total proxy votes received For Against Number Independent Scheme Shares Number Number represented (and %) (and %) Totals 91,156,722 53.35% 56,246,031 34,910,691by proxy (61.70%) (38.30%) The total number of Shareholders voting by proxy was 1,392. Of these, 1,230voted for the Proposals, representing 88.36% of the total, and 162 voted againstthe Proposals, representing 11.64% of the total. It is important to note that the above numbers relate to proxy votes received bypost and do not take into account any votes which may be cast at the CourtMeeting by Independent Scheme Shareholders and/or their proxies (or their dulyappointed corporate representatives) attending the Court Meeting in person andvoting at it. It should also be noted that Independent Scheme Shareholders whohave voted by proxy are in any case able to change their vote by attending andvoting at the Court Meeting, or any adjournment thereof, in person. It is expected that the reconvened meetings will be held as soon as practicable,and in any event in the next two to three weeks, subject to the Court Meetingand EGM consenting to an adjournment; formal notification of the times and datesfor the reconvened meetings will be despatched to Shareholders as soon aspossible and in any event no less than seven days prior to the date appointedfor the reconvened meetings. Terms defined in the Scheme Document shall have the same meaning in thisannouncement." "15 January 2007 Further to the announcement earlier this morning that Christopher Sporborg,Chairman of Countrywide, would be seeking an adjournment of the Court Meetingand the EGM to be held this morning in relation to Charlie Holdco 4's offer forCountrywide, the Independent Directors of Countrywide confirm that the CourtMeeting and the EGM duly consented to such adjournments. Terms defined in the Scheme Document shall have the same meaning in thisannouncement." Further announcements by Charlie Holdco 4 and/or 3i Investments plc Since the date of the letter to shareholders dated 9 January 2007, CharlieHoldco 4 and 3i Investments plc have released the following announcements: "9 January 2007 The board of Charlie Holdco 4 Limited announces that its cash and share offerfor the entire issued and to be issued share capital of Countrywide of 490 pencein cash and 0.16518 Rightmove Shares per Countrywide Share, which has beenrecommended by the board of Countrywide, is its final offer (the "Final Offer").As at 12 noon today, the Final Offer values each Countrywide Share at 560.2pence, based on a Rightmove Share price of 425 pence. The Final Offer will not be increased, although Charlie Holdco 4 Limitedreserves the right to revise the Final Offer if a firm intention to make acompeting offer for Countrywide is announced, whether or not subject to anypreconditions, or if the Panel otherwise agrees. The terms and conditions of the Final Offer remain as set out in the schemedocument posted to Countrywide Shareholders on 21 December 2006 (the "SchemeDocument"). The Court Meeting and the EGM to consider and, if thought fit,approve the Scheme are scheduled to be held at the offices of Ashurst atBroadwalk House, 5 Appold Street, London EC2A 2HA at 10.30 a.m. and 10.40 a.m.respectively (or in the case of the EGM, if later, as soon as the Court Meetinghas been concluded or adjourned) on 15 January 2007 and, accordingly,Countrywide Shareholders who have not yet done so are strongly urged tocomplete, sign and return their Forms of Proxy as soon as possible." "15 January 2007 3i Investments plc welcomes the announcement by Countrywide stating that theCourt Meeting and EGM convened in relation to the proposed scheme of arrangementto effect the acquisition by Charlie Holdco 4 Limited have been adjourned. Thisadjournment will allow further consideration of the offer by shareholders. The proxy votes submitted ahead of the Court Meeting and EGM demonstrated that aclear majority of votes cast by way of proxy are in favour of the scheme ofarrangement succeeding. In addition, we note that proxies submitted against thescheme amounted to less than 20 per cent. of Countrywide's issued share capital. 3i Investments plc continues to believe that its offer to acquire Countrywide,which now values Countrywide at 568.6 pence per share (based on a Rightmoveshare price of 476 pence as at close of business on Friday 12 January),represents a very attractive value for Countrywide, as well as offeringshareholders much greater certainty than they would have if the scheme fails.The Offer now represents a premium of 23.3 per cent. to the price of 461 penceper Countrywide share on 13 September 2006, the last business day prior to theannouncement of a possible offer for Countrywide (the closing price of aRightmove share was 335.5 pence on this date) and is also higher than thehighest price that Countrywide has traded at historically. We note thatuncertainty over interest rates and the housing market generally has increasedsince Countrywide's announcement on 13 September 2006. As stated in the announcement of 9 January 2007, the Offer has now been declaredFinal and therefore the terms of the Offer cannot be revised or increased(except in the event that a third party announces a higher competing offer forCountrywide). 3i will be continuing discussions with shareholders on the merits of the Offer. Terms defined in the Scheme Document have the same meanings in thisAnnouncement" Further announcement by Rightmove Since the date of the letter to shareholders dated 9 January 2007, Rightmove hasreleased the following announcement: "9 January 2007 Trading update Rightmove plc, the UK's number one property website, today issues a tradingupdate ahead of its results for the year ended 31 December 2006, due to bereleased on 2 March 2007. Revenue for the full year is expected to be in the region of GBP33.6m, up byaround 85% on 2005. Profit before tax on an adjusted basis (1) is expected to beslightly above the range of analysts' estimates of GBP17.0 to GBP17.4m,primarily as a result of stronger sales. Key achievements include: ------------------- -------- ---------- -------- ------- Dec 04 Dec 05 Dec 06 (2) Incr.% 06 / 05 ------------------- -------- ---------- -------- ------- Estate agent offices 6,561 8,573 11,200 +31%New homes developments 935 1,549 2,800 +81%Lettings offices - 957 1,850 +93%Overseas customers 74 404 450 +11% - Growth in customer numbers continued the momentum achieved in the first half of 2006. By the year end an estimated 83% of all estate agents in England and Wales were listing their properties on the Rightmove website. - Further wins resulting in Rightmove listing developments from 18 out of the top 20 new homes developers. Particularly encouraging in the second half of the year has been the rate of gains among smaller developers who represent around half the market and the core target for future growth. - The firm establishment of the Rightmove lettings (rental) service with nearly 50% of potential advertisers already as members. - An increase in price of 28% to approximately 5,500 existing independent estate agent customers from GBP195 to GBP250 per office per month with effect from 1 January 2007. Similar price rises have been implemented for new homes developers. - Retention among advertisers of 93% for 2006, close to the top end of the range achieved in previous years. - Net cash balances at 31 December 2006 of GBP14.8m, up from GBP5.2m at June 2006. - An interim dividend of 1.5 pence per share paid on 21 December 2006 (GBP1.9m). 2007 will see the launch of new advertising services allowing Rightmove membersto differentiate their brands, branch offerings and listings as well asproviding new revenue streams to Rightmove: - RightmoveChoice: a range of advertising options to existing customers allowing them to increase the profile of themselves, their properties and their clients. - On-line advertising: allowing new advertisers to feature their products through traditional on-line formats (e.g. banner ads). These will appear around the map pages on Rightmove (20m pages per month). Notes 1. Adjusted figures are stated before HIPs costs, flotation expenses and IFRS 2 share option charges. 2. Rounded to nearest 50." Further forecast by Rightmove The trading update published by Rightmove on a RIS on 9 January 2007 containedthe following statement: "Revenue for the full year is expected to be in the region of GBP33.6m, up byaround 85% on 2005. Profit before tax on an adjusted basis (1) is expected to beslightly above the range of analysts' estimates of GBP17.0 to GBP17.4m,primarily as a result of stronger sales. Notes 1. Adjusted figures are stated before HIPs costs, flotation expenses and IFRS 2 share option charges." The above statement, which has been extracted without amendment from a publicannouncement made by Rightmove, represents a profit forecast for the purposes ofRule 28 of the City Code. Notwithstanding this, with the consent of the Panel,the above statement has not been reported on and the assumptions, including thecommercial assumptions upon which the directors of Rightmove based thisforecast, have not been set out in this document because neither the directorsof Countrywide nor the directors of Charlie Holdco 4 nor the members of the 3iInvestment Committee are in a position to do so." Terms defined in the Scheme Document sent by the Company to Shareholders on 21December 2006 shall have the same meaning in this announcement. Enquiries Countrywide Tel: +44 (0) 783 6204 449Christopher Sporborg Hawkpoint (lead financial adviser toCountrywide) Tel: +44 (0) 20 7665 4500David Reid ScottDavid RentonJonathan Coddington Panmure Gordon (Rule 3 adviser and jointcorporate broker to Countrywide) Tel: +44 (0) 20 7459 3600Tim LinacreHugh Morgan Hoare Govett (joint corporate broker toCountrywide) Tel: +44 (0) 20 7678 8000Ranald McGregor-SmithBob CowdellJonathan Retter Brunswick Group (Countrywide PR enquiries) Tel: +44 (0) 20 7404 5959John SunnucksKate Holgate Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide plc andno-one else in connection with the Proposals and will not be responsible toanyone other than Countrywide and the Independent 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 therein. Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide plc andno-one else in connection with the Proposals and will not be responsible toanyone other than Countrywide and the Independent Directors for providing theprotections afforded to clients of Panmure Gordon nor for providing advice inrelation to the Proposals, the content of this announcement or any matterreferred to therein. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide plc andno-one else in connection with the Proposals and will not be responsible toanyone other than Countrywide and the Independent Directors for providing theprotections afforded to clients of Hoare Govett nor for providing advice inrelation to the Proposals, the content of this announcement or any matterreferred to therein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CWD.L