9th May 2007 17:13
Not for release, publication or distribution in whole or in part in or into the United States, Australia, Canada or Japan
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN RIGHTMOVE PLC ("Rightmove")
Following the announcement earlier today that the scheme of arrangement (the "Scheme") by which Countrywide plc is being acquired by Castle Holdo 4 Ltd has become effective in accordance with its terms, Countrywide plc announces an accelerated bookbuilt secondary placing of approximately 5.08 million ordinary shares in Rightmove (the "Rightmove Shares"), representing in aggregate approximately 3.8 per cent of the issued share capital of Rightmove (the "Placing").
In accordance with the terms outlined in the Scheme document sent to Countrywide plc shareholders on 20 March 2007, the Placing will be undertaken by UBS Limited ("UBS") on behalf of those holders of Countrywide plc ordinary shares who have elected to sell for cash the Rightmove Shares to which they would otherwise have been entitled under the Scheme.
The placing price will be decided at the close of the accelerated bookbuilding period following agreement between UBS and Countrywide plc, and a further announcement will be made at that time.
The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of UBS.
This announcement has been issued by Countrywide plc and is the sole responsibility of Countrywide plc.
This announcement is for information purposes only and does not constitute or form part of an offer or invitation to acquire or dispose of any Rightmove Shares, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including the United States, Canada, Australia or Japan. The Rightmove Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States.
The Rightmove Shares may not, directly or indirectly, be offered or sold within the United States, Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan. The Rightmove Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities is being made in the United States.
This announcement is not for publication or distribution to persons in the United States of America, its territories or possessions or to any US person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to Canadian persons or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities law. The distribution of this announcement in certain other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement and any offer of securities to which it relates are only addressed to and directed at persons who are (1) qualified investors within the meaning of directive 2003/71/ec and any relevant implementing measures and (2) who have professional experience in matters relating to investments who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are persons falling within article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (all such persons together being referred to as "relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
COUNTRYWIDE PLCRelated Shares:
CWD.L