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.
FOR IMMEDIATE RELEASE.
6 January 2021
Alchemy Partners ("Alchemy")
Countrywide
On 4 December 2020, Alchemy announced its proposal (the "Proposal") for the support of Countrywide plc ("Countrywide"), confirming the announcement made by Countrywide on 2 December 2020. The Proposal involved a possible cash offer at 250p per share for the entire issued and to be issued share capital of Countrywide, in combination with a firm placing and an open offer. Alchemy noted that it had received written statements of support for the Proposal, in the form of letters of intent dated 4 December 2020 (the "Letters of Intent"), from: (i) OCM Luxembourg Castle Holdings S.à r.l.; (ii) OCM Luxembourg EPF III Castle Holdings S.à r.l.; (iii) Hosking Partners LLP; (iv) Jeremy John Hosking; and (v) Brandes International Partners L.P. (the "Relevant Shareholders"). The Letters of Intent were in respect of, in aggregate, 13,859,317 Countrywide shares (representing, in aggregate, approximately 42.2 per cent. of the ordinary share capital of Countrywide on 3 December 2020).
Subsequently, on 31 December 2020, Countrywide and Connells Limited ("Connells") announced that they have reached agreement on the terms of a recommended cash offer by Connells for Countrywide, to be implemented by way of a scheme of arrangement (the "Scheme"). Connells received irrevocable undertakings to vote, procure votes or issue instructions to vote in favour of the Scheme from (amongst others): (i) OCM Luxembourg Castle Holdings S.à r.l.; (ii) OCM Luxembourg EPF III Castle Holdings S.à r.l.; (iii) Hosking Partners LLP; and (iv) Jeremy John Hosking.
As a result of notifications received and the irrevocable undertakings obtained by Connells, the Letters of Intent received from the Relevant Shareholders (other than Brandes International Partners L.P.) are no longer valid. Accordingly, Alchemy currently holds a Letter of Intent from 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 5 January 2021.
For further information, please contact:
Alchemy Partners LLP
Ian Cash
Ian Neill Tel: + 44 (0)20 7240 9596
Peel Hunt LLP (Financial Adviser)
James Britton
Miles Cox Tel: +44 (0) 20 7418 8890
City Code matters
The Proposal 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 City Code on Takeovers and Mergers (the "City Code"). Alchemy does not, therefore, regard it as forming the basis for an announcement pursuant to Rule 2.2(a) of the City Code. Accordingly, there can be no certainty that any offer will ultimately be made.
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 City 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.
Rule 26.1
In accordance with Rule 26.1 of the City 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 City 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 City 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.
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