Statement re Possible Offer

The following amendment has been made to the "Statement re Possible Offer" announcement released on 4 December 2020 at 13:41 under RNS No 6437H: "Canada" has been amended to "Countrywide". All other details remain unchanged.

The full amended text is shown below.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

4 December 2020

Alchemy Partners

("Alchemy")

Proposal for Countrywide plc ("Countrywide" or the "Company")

Alchemy announces its proposal for the support of Countrywide, confirming the announcement made by Countrywide on 2 December 2020 which rejected the indicative approach from Connells Limited to acquire the entire issued and to be issued share capital of the Company, in cash, at a price of 250 pence per Countrywide share (the "Connells Indicative Offer").

Alchemy's proposal involves a possible cash offer at 250p per share (the "Possible Offer") for the entire issued and to be issued share capital of Countrywide, in combination with a firm placing (the "Placing") and an open offer (the "Open Offer") (the Possible Offer, the Placing and the Open Offer, together, the "Proposal").

The Proposal offers shareholders the opportunity either to sell their shares or to participate alongside Alchemy in the recapitalisation of the Company. Alchemy believes this feature of the Proposal represents the only way to satisfy a sufficient majority of shareholders to deliver a transaction - and that a conventional takeover offer will not succeed.

Alchemy holds or has secured written statements of support for the Proposal, in the form of letters of intent, from shareholders holding 14,700,048 Countrywide shares, representing 44.8 per cent. of Countrywide's current issued share capital on 3 December 20201, being the last practicable date prior to this announcement (the "Last Practicable Date");

Summary

· Alchemy firmly believes that Countrywide has a strong future as an independent, listed company; however, unlocking that potential requires a comprehensive recapitalisation, a new management team and a reinvigorated governance structure.

· Alchemy believes it is extremely well positioned to lead the turnaround of Countrywide and realise the Company's full potential:

o Alchemy has a thorough understanding of the Company's business lines and markets through its (i) previous successful investment in Countrywide, (ii) ownership of a lettings agency founded with capital from Alchemy Special Opportunities Fund III, and (iii) detailed due diligence exercise on Countrywide (which is complete);

o Alchemy has lined up an outstanding new management team led by Chairman Carl Leaver; and

o Alchemy is willing to invest the capital required to improve the Company's systems and reinvigorate its brands and has a fully costed plan to do so.

· Alchemy believes that a conventional takeover offer will not succeed based on the understanding that Countrywide's shareholders are divided between:

o shareholders who continue to have a strong belief in the future potential of Countrywide, are willing to invest alongside Alchemy to participate in the future upside, and are opposed to a sale; and

o shareholders who are keen to realise their investment in Countrywide.

· Alchemy believes the Proposal represents the only way that both shareholder groups can be satisfied and Alchemy has been encouraged by the Countrywide Board to solicit support from its shareholders for the Proposal.

· Alchemy believes that Connells Indicative Offer:

o provides Countrywide's shareholders with no opportunity to remain invested in the Company and participate in future upside, and is therefore highly unlikely to garner sufficient support from shareholders;

o is likely to involve wholesale rationalisation of the Company's business involving multiple branch closures and job losses; and

o carries significant risk of a review by the Competition and Markets Authority, which may prevent or significantly delay implementation.

· Alchemy now has significant shareholder support for the Proposal in the form of letters of intent from shareholders whose shares, in aggregate, represent 44.8 per cent. of the Company's issued share capital.

The Alchemy Proposal

Alchemy's Proposal has the following features:

· a Possible Offer at £2.50 per share;

· a total capital raising of £70m, comprising:

o a Placing of c.15.6m shares to Alchemy for an issue price of £2.25 per share, generating proceeds of £35m for Countrywide;

o an Open Offer of 35m shares for an issue price of £1.00 per share. The Open Offer would occur following completion of the Placing and Possible Offer, with the result that the shares acquired by Alchemy pursuant to the Placing and the Possible Offer would be entitled to participate in the Open Offer. The Open Offer would be underwritten by Alchemy. Shareholders, other than Alchemy, would be entitled to make excess applications once Alchemy has achieved a 50.1% shareholding;

o a move to a Standard Listing; and

· a willingness, once the Proposal has completed, to:

o maintain the Standard Listing unless at least 75% of shareholders agree otherwise;

o ensure that the Company obtains a fairness opinion (from an independent advisor appointed by the Company) in connection with any material related party transactions; and

o appoint a Board observer to the Countrywide Board.

The Proposal is pre-conditional upon: (1) confirmation of Countrywide Board support; (2) sufficient support in terms satisfactory to Alchemy from Countrywide shareholders to vote in favour of the Proposal and give irrevocable commitments regarding participation in the Possible Offer and the Open Offer, such that Alchemy would control a majority of Countrywide's shares once the Proposal has completed; and (3) Alchemy reaching a revised agreement with Countrywide's lenders which results in £30m, rather than £50m, of the existing facility being repaid.

Alchemy understands that Countrywide's shareholders are divided between those with a firmly held desire to remain a shareholder and are opposed to a sale, and those who wish to accept an opportunity to realise their holdings. The Proposal represents the only way these divergent objectives can be achieved.

Shareholder support for the Proposal

Alchemy has received letters of intent to support the Proposal from the following shareholders of Countrywide:

· Oaktree Capital Management, L.P. in respect of 5,990,726 Countrywide shares, representing approximately 18.2% per cent. of the ordinary share capital of Countrywide in issue on the Last Practicable Date;2

· Hosking Partners LLP ("Hosking") in respect of 5,122,667 Countrywide shares, representing approximately 15.6 per cent. of the ordinary share capital of Countrywide in issue the Last Practicable Date. This amount does not include the 980,155 shares for which Hosking has investment discretion, but not offer acceptance or voting discretion;

· Jeremy John Hosking in respect of 750,000 Countrywide shares, representing approximately 2.3 per cent. of the ordinary share capital of Countrywide in issue on the Last Practicable Date; and

· Brandes International Partners L.P. in respect of 1,995,924 Countrywide shares, representing approximately 6.1 per cent. of the ordinary share capital of Countrywide in issue on the Last Practicable Date.

As of the Last Practicable Date, Alchemy holds 840,731 Countrywide shares, representing approximately 2.6 per cent. of the ordinary share capital of Countrywide in issue. In total, therefore, Alchemy holds or has received letters of intent to support the Proposal in respect of an aggregate of 14,700,048 Countrywide shares representing, in aggregate, approximately 44.8 per cent. of the ordinary share capital of Countrywide in issue on the Last Practicable Date.

Shortcomings and risks inherent in the Connells' Indicative Offer

The Connells Indicative Offer offers no opportunity for Countrywide shareholders to remain invested in the Company and participate in the upside Alchemy believes exists to turnaround the Countrywide business.

Alchemy believes that there is a high likelihood that the Connells Indicative Offer will be closely scrutinised by the Competition and Markets Authority in view of the overlap of the estate agency and surveying businesses and that there is significant risk of prolonged delay and potential for the combination to be blocked, or for substantial divestments to be required in order to avoid that outcome.

If the Connells Indicative Offer is implemented, Alchemy believes that the potential for branch closures and job losses is significant, which could put livelihoods and jobs at risk. Alchemy considers this is a factor that the Countrywide Board must consider carefully in view of its duties in section 172 of the Companies Act 2006.

Code matters

The Possible Offer does not constitute an offer or impose any obligation on Alchemy to make an offer, nor does it comprise a firm intention to make an offer within the meaning of the Code. Alchemy does not, therefore, regard it as forming the basis for an announcement pursuant to Rule 2.2(a) of the Code. Accordingly, there can be no certainty that any offer will ultimately be made, even if the pre-conditions below are satisfied or waived.

In accordance with Rule 2.6(a) of the Code, Alchemy must, by no later than 5.00 pm on 30 December 2020, either announce a firm intention to make an offer for Countrywide in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Countrywide, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

Pursuant to Rule 2.5 of the Code, Alchemy reserves the right to vary the form and / or mix of the offer consideration set out in this announcement. Alchemy also reserves the right to make the Possible Offer at a lower value:

1. with the recommendation or consent of the Countrywide Board;

2. if Countrywide announces, declares or pays any dividend or any other distribution or return of value to shareholders, in which case Alchemy reserves the right to make an equivalent reduction to the Possible Offer and / or other offer terms;

3. following the announcement by Countrywide of a whitewash transaction pursuant to the Code; or

4. if a third party announces a firm intention to make an offer for Countrywide pursuant to Rule 2.7 of the Code which, at that date, is valued at a lower price than the Possible Offer referred to above.

The making of any firm offer in accordance with Rule 2.7 of the Code is subject to:

1. the Proposal being recommended by the Countrywide Board;

2. Alchemy receiving sufficient support in terms satisfactory to Alchemy from Countrywide shareholders to vote in favour of the Proposal and to give irrevocable commitments regarding participation in the Possible Offer and the Open Offer such that Alchemy would control a majority of the Countrywide shares once the Proposal has completed; and

3. Alchemy reaching a revised agreement with Countrywide's lenders which results in £30m, rather than £50m, of the existing facility being repaid.

Alchemy reserves the right to waive these pre-conditions in whole or in part.

Any firm offer in accordance with Rule 2.7 of the Code will be subject to customary terms and conditions for a transaction governed by the Code and the UK Listing Rules, including any required regulatory approvals.

Additional disclosures as required pursuant to the Code are set out below. Further announcements will be made as appropriate.

For further information please contact:

Sources and bases for information

1. 32,826,068 Countrywide shares in issue on 3 November 2020 (being the last business day prior to the date of this announcement);

2. The shares of Oaktree Capital management L.P. are comprised of 1,779,722 Countrywide shares held through OCM Luxembourg Castle Holdings S.à r.l. and 4,211,004 held through OCM Luxembourg EPF III Castle Holdings S.à r.l.

Important Notice

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Alchemy and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Alchemy for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the contents of, or matters referred to in, this announcement.

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Nothing in this announcement is or should be relied on as a promise or representation to the future.

Market Abuse Regulations

The information contained within this announcement is considered to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014. Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain.

Rule 26.1

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Alchemy's website at www.alchemypartners.co.uk (subject to certain restrictions relating to persons resident in restricted jurisdictions). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclose under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.