21st Feb 2007 07:02
Apollo Management L.P.21 February 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. 21 February 2007 APOLLO MANAGEMENT VI, L.P. ("Apollo") Possible Offer for Countrywide plc Apollo announces that it has made a proposal to the Board of Countrywide plc ("Countrywide" or the "Company") regarding a possible recommended offer which may be made on behalf of investment funds affiliated with Apollo and which wouldvalue each Countrywide share at approximately 590 pence, consisting of • 505 pence in cash per Countrywide share, plus • an in specie distribution of the Company's entire 21.5 per cent holding in Rightmove plc ("Rightmove"), worth approximately 85 pence per Countrywide share based on the closing price of a Rightmove share of 512.25 pence on 20 February 2007, being the last business day prior to the date of this announcement. The distribution will be on terms broadly equivalent to those offered by the company established by 3i Investors, Charlie Holdco 4 Limited. Apollo has also proposed allowing shareholders to exchange some or all of thecash receivable under the possible offer for an ongoing unlisted investment inthe Company, subject amongst other things to an aggregate limit of £100 million. Apollo has completed its due diligence and negotiation of its financingarrangements. Apollo's proposal is conditional on receiving indications of support from anumber of Countrywide's significant shareholders, particularly from certain ofthose shareholders who voted against the offer from Charlie Holdco 4 Limited.These indications of support would need to be sufficient to assure Apollo of thelikely success of any possible offer. Apollo is currently in talks with certainCountrywide shareholders with a view to obtaining such indications of support. There can be no certainty that a formal offer for Countrywide will ultimately beforthcoming or that, if made, an offer will be on the foregoing terms. A furtherannouncement will be made as appropriate. Credit Suisse is acting as lead financial adviser and corporate broker toApollo. Deutsche Bank AG and Goldman Sachs International are acting as joint financialadvisers to Apollo. Contacts: Credit SuisseZachary Brech (Mergers & Acquisitions) +44 (0) 207 888 8888John Hannaford (Corporate Broking) +44 (0) 207 888 8888 THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN INVITATION TOSUBSCRIBE FOR OR PURCHASE, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE ORAPPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFEROF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF APPLICABLE LAW. The release, publication or distribution of this announcement to persons who arenot resident in the United Kingdom may be affected by the laws of the relevantjurisdictions in which they are located. Persons who are not resident in theUnited Kingdom should inform themselves of, and observe, any applicablerequirements. Any failure to comply with such applicable requirements mayconstitute a violation of the securities laws of any such jurisdictions. Thisannouncement has been prepared for the purpose of complying with English law andthe City Code on Takeovers and Mergers (the "Code") and the informationdisclosed may not be the same as that which would have been disclosed if thisannouncement had been prepared in accordance with the laws of jurisdictionsoutside England. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Countrywide, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofCountrywide, they will be deemed to be a single person for the purpose of Rule8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Countrywide by Apollo or Countrywide, 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. In addition, as a consequence of Rightmove shares being included in the offer,the Panel has imposed a further requirement that all dealings in securities ofRightmove by Apollo or Countrywide, or any of their respective ''associates'',must also be disclosed by no later than 12.00 noon (London time) on the BusinessDay following the date of the relevant transactions on the same basis as ifRightmove securities were ''relevant securities'' for the purpose of Rule 8.1 ofthe City Code. 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. Credit Suisse Securities (Europe) Limited, which is authorised and regulated inthe United Kingdom by the Financial Services Authority, is acting exclusively aslead financial adviser and corporate broker to Apollo and no one else inconnection with the possible offer referred to in this announcement and will notbe responsible to anyone other than Apollo for providing the protectionsafforded to clients of Credit Suisse Securities (Europe) Limited nor forproviding advice in relation to this announcement or any matter referred toherein. 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; regulated bythe Financial Services Authority for the conduct of UK business. Deutsche BankAG is acting for Apollo and no one else in connection with the possible offerreferred to in this announcement and will not be responsible to anyone otherthan Apollo for providing the protections afforded to clients of Deutsche BankAG nor for providing advice in relation to 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 for Apolloand no one else in connection with the possible offer referred to in thisannouncement and will not be responsible to anyone other than Apollo forproviding the protections afforded to clients of Goldman Sachs International norfor providing advice in relation to this announcement or any matter referred toherein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CWD.LRightmove