Proposed Acquisition of Lambert Smith Hampton

26th September 2013 

Countrywide Plc

Announcement of Proposed Acquisition of

Lambert Smith Hampton

Countrywide plc ("Countrywide" or the "Company") announces today that a wholly owned subsidiary of Countrywide has entered into an agreement with Lambert Smith Hampton Acquisitions Limited, and Sankaty European Investments Sarl ("Sankaty") to acquire Lambert Smith Hampton Limited ("Lambert Smith Hampton"), for a total cash consideration of £34.1 million (the "Acquisition").

The Acquisition is to be structured by way of a share sale, with Countrywide to acquire the entire issued share capital of Lambert Smith Hampton, free from all existing non-trade borrowings and related security. The Acquisition will be financed from Countrywide's existing cash resources.

Completion of the Acquisition is conditional upon:

(i) Lambert Smith Hampton first being sold to an affiliate of Sankaty pursuant to a process undertaken by an administrator on behalf of Lambert Smith Hampton Acquisitions Limited, which is scheduled to take place today, and

(ii) Countrywide receiving change in controller approval from the Financial Conduct Authority.

The Lambert Smith Hampton business

The Lambert Smith Hampton group ("LSH") is one of the largest commercial property consultancies in the UK and Ireland with 26 offices and 861 employees. Founded in 1773, and incorporated as a business in 1990, LSH has built a high quality network of experienced commercial property specialists. It works with investors, developers and occupiers in both the public and private sector, managing commercial property portfolios through commercial property logistics and supply chain advice, rent reviews and building surveying.

The 2012 audited statutory accounts show LSH reported sales of £64.1 million and an operating profit of £5.0 million. Gross assets of the business are approximately £17.7 million as at August 2013.

LSH was acquired in a Management Buyout from WS Atkins plc in 2007 (the "MBO"). It has a range of blue chip clients across the banking, finance, transport, telecoms and retail sectors, including the BBC as well as more than half of all London Borough Councils and over 1000 train stations. LSH has recently completed the sale of the BBC Television Centre for £200 million and sold 800 former railway sites raising £300 million.

Whilst business performance has remained robust at an operational level, the significant level of debt taken on by Lambert Smith Hampton Acquisitions Limited at the time of the MBO in 2007 has resulted in LSH struggling to meet its debt service obligations. As part of the Acquisition, Lambert Smith Hampton and its subsidiaries will be discharged from any liability in respect of the legacy debt from the MBO and placed on a firm financial footing as part of the Countrywide group.

Acquisition rationale and benefits

Countrywide is the UK's largest residential Property Services Group but currently has limited commercial property activities. A part of Countrywide's strategy is to grow its Land and Residential Development & Investment businesses and this acquisition supports this strategic goal. It also underpins the growth of the Company's Land and New Homes businesses and estate agency opportunities driven by LSH's pipeline of future mixed-use developments which include residential units. The stronger links between the residential and commercial activities will strengthen Countrywide's businesses going forward.

There is clear growth potential in the UK commercial property market. The market is still fragmented and LSH, even as a scale commercial business, currently has less than a 3% market share, providing an opportunity for further market penetration. The Company also believes that activity in the commercial markets is starting to improve and now is the right time to build on its position in this market.

Countrywide expects that there are several benefits that can be achieved through the Acquisition. It is expected that the Acquisition will be immediately earnings enhancing and will underpin the growth opportunity in its Land and New Homes businesses.

Management and brand

Countrywide will retain both the Lambert Smith Hampton brand and Ezra Nahome, CEO and the Management Board, which will continue to shape and drive LSH's decisions and objectives. LSH will form a new division of Countrywide and will report directly to the Countrywide plc Executive Board and Grenville Turner.

Grenville Turner, Group CEO, Countrywide plc said:

"The acquisition of LSH is an important part of Countrywide's continued growth strategy. It will enhance our footprint across the UK and will help to drive more opportunities to our teams operating our core Land and New Homes, and Residential Development & Investment businesses.

We have a successful track record of acquiring and managing businesses, and being part of Countrywide plc will bring a wealth of new opportunities, fresh investment, economies of scale, and expertise to LSH. We are committed to the continued development of LSH as it becomes an increasingly important player in the commercial property market. We are looking forward to working in partnership with the LSH team to drive the business forward together."

Ezra Nahome, CEO, Lambert Smith Hampton said:

"This heralds a new, exciting chapter for LSH and being part of the Countrywide group will provide us both with significant opportunities."

- Ends -

Enquiries:

Countrywide: +44 (0) 20 7758 8401

Grenville Turner, Group Chief Executive Officer

Jim Clarke, Group Chief Financial Officer (for investor relations) +44 (0) 7970 477 299

Caroline Somers, Head of Corporate Communications +44 (0) 7721 439 043

Brunswick (Public Relations Advisers to Countrywide): +44 (0) 20 7404 5959

Justine McIlroy

James Olley

Jefferies International Limited (Corporate Broker and Financial Advisor):

+44(0) 20 7029 8000

Paul Nicholls

Simon Hampton

About Countrywide plc

Countrywide plc, the UK's largest integrated property services Group, including the largest estate agency and lettings network, operates more than 1,300 associated branches across the UK.

Countrywide plc's network of expertise helps more people move than any other business in the UK and is a leading provider of estate agency, lettings, mortgage services, land and new homes, auctions, surveying, conveyancing and corporate property management services.

Countrywide plc's award-winning service has earned the business 142 high-profile industry awards in the last five years, with customers voting Countrywide Best Large Chain - National category, at the 2013 ESTA awards. Other awards include our Land & New Homes team was named the UK's Best New Homes Agent at the Estate Agency of the Year Awards 2012 and Countrywide Surveying Services and Countrywide Conveyancing Services won the award for Best Anti-Fraud Measure at the Mortgage Finance Gazette Awards 2012.

Forward looking statements:

This announcement contains ''forward-looking'' statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations and plans of the Company and its subsidiaries (the "Group"). These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "targets", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions.

These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or the Group with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, concerning, amongst other things, the results ofoperations, financial condition, prospects, growth and strategies of the Group and the industry in which it operates.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speakonly as of the date of this document. The Group, Jefferies and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Services Authority.