5th Feb 2007 07:01
Countrywide PLC05 February 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO OR FROM THE UNITEDSTATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN PRESS ANNOUNCEMENT EMBARGOED FOR RELEASE AT 7.00AM 5 February 2007 COUNTRYWIDE PLC ("COUNTRYWIDE" OR THE "COMPANY") The Board of Countrywide notes the speculation in the weekend press regarding apossible offer for Countrywide. The Board confirms that since the announcementon 26 January 2007 that the scheme to implement Charlie Holdco 4 Limited's offerfor Countrywide had lapsed, it has received a preliminary approach (from a partyunconnected with 3i Investments plc, Charlie Holdco 4 Limited or the executivedirectors of Countrywide), which may or may not lead to an offer being made forthe entire issued and to be issued share capital of Countrywide. In accordance with Rule 2.10 of the City Code on Takeovers and Mergers,Countrywide confirms that it has 170,859,518 ordinary shares of 5 pence each inissue and admitted to trading on the London Stock Exchange under the UK ISINcode GB00B00FQ060. A further announcement will be made as appropriate. Hawkpoint Partners Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively forCountrywide and no-one else in connection with the proposal and will not beresponsible to anyone other than Countrywide for providing the protectionsafforded to clients of Hawkpoint Partners Limited nor for providing advice inrelation to the proposal. Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Countrywide plc, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Countrywide plc, they will be deemed tobe a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Countrywide plc by the offeror or the Company, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.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 Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe, suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. This announcementdoes not constitute an offer or an invitation to purchase or subscribe for anysecurities or a solicitation of an offer to buy any securities pursuant to thisannouncement or otherwise in any jurisdiction in which such offer orsolicitation is unlawful. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CWD.L