12 Dec 2006 16:36
3i Investments PLC12 December 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITEDSTATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN 12 December 2006 CHARLIE HOLDCO 4 LIMITED RECOMMENDED CASH AND SHARE OFFER FOR COUNTRYWIDE PLC TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT Summary • The board of Charlie Holdco 4 Limited and the Independent Directorsof Countrywide are pleased to announce that they have reached agreement on theterms of a recommended cash and share offer by Charlie Holdco 4 Limited for theentire issued and to be issued share capital of Countrywide of 490 pence in cashand 0.16518 Rightmove Shares per Countrywide Share. The Offer will beimplemented by means of a scheme of arrangement under section 425 of theCompanies Act 1985. • The Offer values each Countrywide Share at 550.6 pence and theexisting issued ordinary share capital of Countrywide at approximately £940.7million (based on the Closing Price of a Rightmove Share of 367 pence on 11December 2006 being the last Business Day prior to the date of thisAnnouncement) and represents a premium of approximately: • 31.3 per cent. to the average Closing Price of 419.2 pence perCountrywide Share over the one month period to 13 September 2006, the lastBusiness Day prior to the announcement of a possible offer for Countrywide (theaverage Closing Price of a Rightmove Share was 300.6 pence over the sameperiod); and • 19.4 per cent. to the Closing Price of 461 pence per CountrywideShare on 13 September 2006, the last Business Day prior to the announcement of apossible offer for Countrywide (the Closing Price of a Rightmove Share was 335.5pence on this date). • Charlie Holdco 4 Limited is a new company incorporated in Englandand Wales for the purpose of making the Proposals. Following completion of theProposals, Charlie Holdco 4 Limited will be indirectly owned by the 3i Investorstogether with the Management Team who will own a minority shareholding. TheManagement Team includes Harry Hill, Mike Nower and Grenville Turner. • Under the terms of the Scheme, Countrywide Shareholders will(subject to certain restrictions in respect of Overseas Shareholders detailedbelow) receive 490 pence in cash and 0.16518 Rightmove Shares per Scheme Share,valuing each Scheme Share at 550.6 pence (based on the Closing Price of aRightmove Share of 367 pence on 11 December 2006, being the last Business Dayprior to the date of this Announcement). • Countrywide currently holds (through one of its wholly ownedsubsidiaries) approximately 28.5 million Rightmove Shares amounting to 21.5 percent. of the issued share capital of Rightmove. The entitlement of SchemeShareholders to receive Rightmove Shares pursuant to the Scheme will besatisfied by a return of capital in specie of Rightmove Shares by Countrywidepursuant to the terms of the Scheme. • Pursuant to the Rightmove Sale Election, Scheme Shareholders mayelect to have the Rightmove Shares to which they are entitled under the Schemesold on their behalf. Subject to certain exceptions, Scheme Shareholders whoare US Persons will be deemed to have made an election for the Rightmove SaleElection in respect of all Rightmove Shares to which they are entitled under theScheme. • Charlie Holdco 4 Limited has entered into certain conditionalarrangements with the Management Team, including an agreement to acquire theManagement Shares held by them conditional on the Scheme becoming effective.The existing issued Management Shares represent approximately 0.4 per cent. ofthe existing issued ordinary share capital of Countrywide. • The Independent Directors, who have been so advised by Hawkpoint andPanmure Gordon, consider the terms of the Offer to be fair and reasonable. Inproviding their advice, Hawkpoint and Panmure Gordon have taken into account theIndependent Directors' commercial assessments of the Offer. Accordingly, theIndependent Directors will unanimously recommend that Countrywide Shareholdersvote in favour of the Proposals, as they have irrevocably undertaken to do inrespect of their own beneficial holdings. • The Scheme will be subject, inter alia, to approval by CountrywideShareholders who are entitled to vote and to sanction by the Court. Full detailsof the Scheme, including an indicative timetable, will be set out in the SchemeDocument which will be despatched to Countrywide Shareholders shortly. Commenting on the Proposals, Peter Gordon of 3i Investments said: "3i is delighted to be in a position to invest in Countrywide. We believe thatthe company's development will be facilitated by the support of a long terminvestor such as 3i and we look forward to working with the executive team tocontinue its strong track record in its relevant markets." Christopher Sporborg, Chairman of Countrywide, said: "On behalf of the Independent Directors, I have pleasure in recommending 3i'soffer for Countrywide. We have had the time to evaluate all aspects of theOffer, and for other potential offerors to come forward. It is now right to moveforward and I am confident that our recommendation today is in the bestinterests of Countrywide Shareholders." The Scheme Document setting out the details of the Proposals and the proceduresto be followed to approve the Scheme, the Form of Election and Forms of Proxywill be posted to Countrywide Shareholders and, for information only, toparticipants in the Countrywide Share Schemes as soon as practicable and in anyevent within 28 days of this Announcement unless otherwise agreed with thePanel. This summary should be read in conjunction with the full text of thisAnnouncement. Enquiries: Countrywide Telephone: +44 (0) 20 7242 5300Christopher Sporborg +44 (0) 783 6204 449 Hawkpoint (lead financial adviser to Countrywide) Telephone: +44 (0) 20 7665 4500David Reid ScottDavid RentonJonathan Coddington Panmure Gordon (Rule 3 adviser and joint corporate broker to Telephone: +44 (0) 20 7459 3600Countrywide)Hugh MorganGrant Harrison Hoare Govett (joint corporate broker to Countrywide) Telephone: +44 (0) 20 7678 8000Ranald McGregor-SmithBob CowdellJonathan Retter Brunswick Group (Countrywide PR enquiries) Telephone: +44 (0) 20 7404 5959John SunnucksKate Holgate 3i Investments / Charlie Holdco 4 Limited Telephone: +44 (0) 20 7928 3131Peter GordonChris Williams Citigroup (financial adviser and corporate broker to 3i) Telephone: +44 (0) 20 7986 4000Philip Robert-TissotDimitrios GeorgiouMark ToddAndrew Thompson (Corporate Broking) Maitland (3i PR enquiries) Telephone: +44 (0) 20 7379 5151Angus MaitlandSuzanne Bartch 3i is a world leader in private equity and venture capital and invests acrossEurope, the United States and Asia. 3i was established in 1945, listing on theLondon Stock Exchange in 1994. It is a constituent of the FTSE 100 index. 3imanages over €10.4 billion of assets (as at 31 March 2006) comprising its ownbalance sheet of around €6.2 billion and private equity limited partnerships of€4.2 billion, invested alongside 3i. Recent investments made by 3i include NCP,the UK's leading parking services company, Giochi Preziosi, the leading Italiantoy company, Chorion, a UK-based intellectual property owning, brand creationand management business and Nordnav, a Swedish company which develops nextgeneration global navigation satellite systems. This Announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. The full terms and conditions of the Scheme will be set out inthe Scheme Document. Countrywide Shareholders are advised to read carefully theformal documentation in relation to the Proposals once it has been despatched. The availability of the Proposals and the release, publication or distributionof this Announcement to persons who are not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselves of,and observe, any applicable requirements. Any failure to comply with suchapplicable requirements may constitute a violation of the securities laws of anysuch jurisdictions. The Rightmove Shares have not been and will not be registered under the USSecurities Act. Accordingly, unless an exemption under such Act is applicable,US Persons will not be eligible to receive the Share Consideration and will bedeemed to have made an election for the Rightmove Sale Election in respect ofall Rightmove Shares to which they are entitled under the Scheme. The RightmoveShares may not be offered, sold, resold, taken up, delivered or transferred,directly or indirectly, in or into United States or to or for the account orbenefit of any person believed to be a US Person. Citigroup, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for 3i Investments, the 3iInvestors and Charlie Holdco 4 and no one else in connection with the Proposalsand will not be responsible to anyone other than 3i Investments, the 3iInvestors and Charlie Holdco 4 for providing the protections afforded to clientsof Citigroup nor for providing advice in relation to the Proposals, the contentof this Announcement or any matter referred to herein. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Countrywide and the IndependentDirectors for providing the protections afforded to clients of Hawkpoint nor forproviding advice in relation to the Proposals, the content of this Announcementor any matter referred to herein. Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Countrywide and the IndependentDirectors for providing the protections afforded to clients of Panmure Gordonnor for providing advice in relation to the Proposals, the content of thisAnnouncement or any matter referred to herein. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Countrywide and the IndependentDirectors for providing the protections afforded to clients of Hoare Govett norfor providing advice in relation to the Proposals, the content of thisAnnouncement or any matter referred to herein. Appendix I sets out the Conditions to the implementation of the Proposals. Appendix II sets out the bases and sources of information from which thefinancial calculations used in this Announcement have been derived. Appendix III contains the definitions of terms used in this Announcement(including this summary). CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Countrywide andcertain plans and objectives of the boards of Countrywide and Charlie Holdco 4with respect thereto. These forward-looking statements can be identified by thefact that they do not relate only to historical or current facts.Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", or other words of similar meaning. These statements arebased on assumptions and assessments made by the boards of Countrywide andCharlie Holdco 4 in light of their experience and their perception of historicaltrends, current conditions, expected future developments and other factors theybelieve appropriate. By their nature, forward-looking statements involve riskand uncertainty, because they relate to events and depend on circumstances thatwill occur in the future and the factors described in the context of suchforward-looking statements in this Announcement could cause actual results anddevelopments to differ materially from those expressed in or implied by suchforward-looking statements. Although Countrywide and Charlie Holdco 4 believethat the expectations reflected in such forward-looking statements arereasonable, Countrywide and Charlie Holdco 4 can give no assurance that suchexpectations will prove to have been correct and Countrywide and Charlie Holdco4 therefore caution you not to place undue reliance on these forward-lookingstatements which speak only as at the date of this Announcement. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Countrywide all "dealings" in any "relevant securities"of Countrywide 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 p.m. (London time) on the business day following the date of therelevant transaction. This requirement will continue until the Effective Dateof the Scheme (or such later date(s) as the Panel may specify). If two or morepersons act together pursuant to an agreement or understanding, whether formalor informal, to acquire an "interest" in "relevant securities" of Countrywide,they will deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all dealings in "relevantsecurities" of Countrywide, by Charlie Holdco 4 or Countrywide, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the business day following the date of the relevanttransaction. In addition, as a consequence of the Rightmove Shares being included in theOffer, the Panel has imposed a further requirement that all dealings insecurities of Rightmove by Charlie Holdco 4 or Countrywide, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the business day following the date of the relevant transactionon the same basis as if Rightmove securities were "relevant securities" for thepurpose of Rule 8.1 of the City Code. A disclosure table, giving details of the companies whose "relevant securities"and "dealings" should be disclosed, and the number of securities in issue, canbe found on the Panel's website at www.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 City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a dealing under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)20 7236 7013. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITEDSTATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN 12 December 2006 CHARLIE HOLDCO 4 LIMITED RECOMMENDED CASH AND SHARE OFFER FOR COUNTRYWIDE PLC TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT 1. Introduction The board of Charlie Holdco 4 and the Independent Directors announce that theyhave reached agreement on the terms of a recommended cash and share offer byCharlie Holdco 4 for all of the issued and to be issued ordinary share capitalof Countrywide of 490 pence in cash and 0.16518 Rightmove Shares per CountrywideShare. The Offer values each Countrywide Share at 550.6 pence and the existingissued ordinary share capital of Countrywide at approximately £940.7 million(based on the Closing Price of a Rightmove Share on 11 December 2006, being thelast Business Day prior to the date of this Announcement). The Proposals are tobe implemented by means of a scheme of arrangement under section 425 of theCompanies Act. Charlie Holdco 4 is a new company incorporated in England and Wales for thepurpose of implementing the Proposals. On the Effective Date, Charlie Holdco 4will be indirectly owned by the 3i Investors together with the Management Teamwho will own a minority shareholding. The Management Team includes Harry Hill, Mike Nower and Grenville Turner. Byreason of their interests in Charlie Holdco 4, each of these Directors absentedthemselves from all deliberations of the Board in connection with the Proposalsand a committee of the Board, comprising the Independent Directors, wasestablished for the purpose of progressing and considering the Proposals andmaking the recommendation in relation to the Proposals. 2. The Proposals The Proposals will be implemented by means of a scheme of arrangement betweenCountrywide and the Scheme Shareholders under section 425 of the Companies Act(involving a reduction of capital under section 135 of the Companies Act). TheScheme will be subject to the Conditions and further terms set out in Appendix Ito this Announcement and any further terms to be set out in the Scheme Document.If the Scheme (and the Reduction of Capital) become effective, the Scheme Shareswill be cancelled and Scheme Shareholders on the register of members at theScheme Record Time will receive: for each Scheme Share 490 pence in cash and 0.16518 Rightmove Shares The Offer values each Countrywide Share at 550.6 pence and the existing issuedordinary share capital of Countrywide at approximately £940.7 million (based onthe Closing Price of a Rightmove Share on 11 December 2006, being the lastBusiness Day prior to the date of this Announcement) and represents a premium ofapproximately: • 31.3 per cent. to the average Closing Price of 419.2 pence perCountrywide Share over the one month period to 13 September 2006, the lastBusiness Day prior to the announcement of a possible offer for Countrywide (theaverage Closing Price of a Rightmove Share was 300.6 pence over the sameperiod); and • 19.4 per cent. to the Closing Price of 461 pence per CountrywideShare on 13 September 2006, the last Business Day prior to the announcement of apossible offer for Countrywide (the Closing Price of a Rightmove Share was 335.5on this date). The entitlement of Countrywide Shareholders to receive Rightmove Shares pursuantto the Scheme will be satisfied by a return of capital in specie of RightmoveShares by Countrywide pursuant to the terms of the Scheme. The Rightmove Sharesare listed on the Official List and admitted to trading on the London StockExchange. The Countrywide Group presently owns a total of 28,515,375 RightmoveShares, representing 21.5 per cent. of the existing issued share capital ofRightmove. Entitlements to Rightmove Shares under the Scheme will be roundeddown to the nearest whole Rightmove Share. Fractional entitlements will bedisregarded. The Rightmove Shares have not been and will not be registered under the USSecurities Act. Accordingly, unless an exemption under such Act is applicable,US Persons will not be eligible to receive the Share Consideration and will bedeemed to have made an election for the Rightmove Sale Election (further detailsof which are set out below) in respect of all Rightmove Shares to which they areentitled under the Scheme. The Rightmove Shares may not be offered, sold,resold, taken up, delivered or transferred, directly or indirectly, in or intothe United States or to or for the account or benefit of any person believed tobe a US Person. 3. Rightmove Sale Election Pursuant to the Rightmove Sale Election, Scheme Shareholders will be able toelect to sell all (but not some only) of the Rightmove Shares to which they areentitled under the Scheme. The Rightmove Sale Shares will be sold on behalf ofthe relevant Scheme Shareholders as soon as practicable following the EffectiveDate. Following completion of the sale of all of the Rightmove Sale Shares, theRightmove Sale Proceeds will be remitted to the relevant Scheme Shareholders ona pro rata basis according to the number of Rightmove Shares in respect of whichsuch election was made. Further details of the Rightmove Sale Election will be set out in the SchemeDocument. 4. Recommendation The Independent Directors, who have been so advised by Hawkpoint and PanmureGordon, consider the terms of the Offer to be fair and reasonable. Accordingly,the Independent Directors will unanimously recommend that CountrywideShareholders vote in favour of the resolutions to be proposed at the CourtMeeting and the EGM required to implement the Scheme, as they have irrevocablyundertaken to do in respect of their own beneficial holdings, amounting to, inaggregate, 100,000 Countrywide Shares, which represents approximately 0.06 percent. of Countrywide's issued ordinary share capital. The Rightmove Sale Election is not the subject of a recommendation by theIndependent Directors and Scheme Shareholders are strongly advised to seek theirown independent financial advice before electing to participate in the RightmoveSale Election. Hawkpoint has, and has recently had, corporate advisory relationships with 3iand certain companies in which 3i is an investor and, as a consequence, is notan independent adviser in accordance with Rule 3 of the City Code with respectto the Proposals. 5. Background to and reasons for the recommendation of the Offer Over the past 21 years, Countrywide has become the largest estate agency groupin the UK and has developed a business model based on a successful multi-brandestate agency business operating throughout the UK. On the back of this corebusiness, additional revenues are generated by providing financial products,surveying and valuation and conveyancing services. In 2004, Countrywidesuccessfully simplified the structure of the Countrywide Group by demergingChesnara plc, its closed book life assurance subsidiary, and in March 2006,Rightmove, its joint venture with a number of other large estate agency andfinancial services groups, was successfully floated on the London StockExchange. Under the Proposals, Countrywide Shareholders will (subject tocertain exceptions for Overseas Shareholders) receive, by way of a return ofcapital in specie, the Rightmove Shares currently held by Countrywide. The value of Countrywide should be assessed in the context of the stronginterlinkages between its different businesses, which the Independent Directorsbelieve make any separation of Countrywide's businesses difficult to achievewithout significantly reducing the revenues and profits of each of thebusinesses. It is the Independent Directors' belief that the group's exposureto the volatility of volumes in the national second-hand residential propertymarket, coupled with the important trading relationships between its businesses,are the main reasons why Countrywide has not attracted a stock market ratingconsistent with one that could be derived from a valuation of Countrywide'sindividual businesses on a separate standalone basis. The financial performance of the Countrywide Group is closely linked to theperformance of the core estate agency business which, in turn, is heavilyinfluenced by transaction volumes in the second-hand residential housing marketin the UK. These transaction volumes can fluctuate significantly and in late2004 and the first half of 2005, Countrywide experienced a significant declinein transaction volumes as did the rest of the market. As a result, Countrywidemade pre exceptional operating profits of only £2.4 million in the first sixmonths of 2005. Countrywide placed £29 million of shares in March 2005 toreduce debt levels significantly when trading conditions were difficult,following the acquisition of Bradford and Bingley's estate agency and surveyingbusinesses for £44 million. It was also necessary to reduce the dividend from13.8 pence per share in 2003 to 9.0 pence per share in 2004 as a result of thedifficult trading environment and resulting cash constraints. In 2005, the totaldividend was 10.3 pence per share (including 6.3 pence per share by way of sharebuybacks). The announcement of the government's decision on Home Information Packs ("HIPs")on 18 July 2006 was disappointing for Countrywide, as HIPs represented apotentially sizeable opportunity to develop a significant new business area forCountrywide. It is the Independent Directors' belief that the prospect of theHIPs legislation had provided a significant measure of support for Countrywide'sshare price during the difficult property market conditions of late 2004 and2005. Rumours of the impending decision and the government's formalannouncement had a significant impact on Countrywide's share price, which fellby 24 per cent. to 383.5 pence between 4 July 2006 and 20 July 2006. The Independent Directors believe that the group has the opportunity to developin a number of areas. Most notably, its conveyancing business has the potentialto grow as has its lettings business. Whilst the group is already a majorplayer in both these markets, the Independent Directors believe that, with theright level of investment in offices and IT systems, further market share gainscan be made. However, these opportunities for development also carryimplementation risks. Further, there are competitive risks to the business fromalternative business models including online portals and automated valuationmethods. Countrywide's business is a cyclical one and, in the "post HIPs" era, theIndependent Directors can see little in the way of catalysts for a fundamentalre-rating of Countrywide, which would see its share price moving, in the shortto medium term, towards the brief highs seen in the second quarter of 2006. The Independent Directors have also taken into account the fact that at the timeof the demerger in 2004, Countrywide undertook a return of capital toshareholders of £85 million, financed by new bank facilities. The introductionof an element of gearing into Countrywide's balance sheet was a new step forCountrywide and the process of raising the new bank facilities highlighted therelative lack of appetite on the part of lending institutions to providesignificant facilities to Countrywide as a quoted company to return capital toits shareholders. Following the announcement in September 2006 that Countrywide had received aproposal from 3i Investments, the Independent Directors and their advisers didreceive approaches from certain third parties regarding their interest inpossibly making an offer for Countrywide. These approaches were investigatedwith the full co-operation of the Management Team but none of them resulted inany proposals being made and the Independent Directors are not aware of anyother parties which are currently contemplating making a competing offer. Taking all of the above factors into account, together with the premium beingoffered (both including and excluding the Rightmove stake held by Countrywide)to the share price in the period prior to talks being announced, the IndependentDirectors will unanimously recommend that Countrywide Shareholders vote infavour of the Scheme, as it is their firm belief that the terms of the Offer arefair and reasonable and take proper account of Countrywide's strengths and itsprospects and Countrywide Shareholders will (subject to certain exceptions forOverseas Shareholders) also receive, pro rata, the shares in Rightmove (which isquoted on the Official List) held by Countrywide. 6. Management Arrangements The Management Team and their connected persons will together investapproximately £1.74 million in, and rollover the Excluded Management Shareswhich have an approximate value of £2.16 million at the value of the Offer into,a combination of loan notes to be issued by Charlie Holdco 2 and shares inCharlie Holdco 1, the ultimate holding company of Charlie Holdco 4. Thesesecurities will not be listed on any stock exchange. In order to give effect to the Management Arrangements, the Management Team andcertain members of the Charlie Holdco Group have entered into the AcquisitionAgreement pursuant to which Harry Hill has agreed to sell one Countrywide Shareto Charlie Holdco 4 for a price of 490 pence and the Management Shareholdershave agreed to the acquisition of the Excluded Management Shares by CharlieHoldco 4 in consideration for the issue to the Management Shareholders ofManagement Loan Notes which will, pursuant to certain put and call options setout in the Acquisition Agreement, be exchanged for shares in Charlie Holdco 1and loan notes issued by Charlie Holdco 2. The 3i Investors, the ManagementTeam and their nominees and certain members of the Charlie Holdco Group havealso entered into an Investment Agreement in respect of the cash subscriptionsto be made by certain of the Management Team. The Management Team will remain with Countrywide if the Scheme becomeseffective. The existing service contracts of certain of the Management Teamwill, conditional upon the Scheme becoming effective, be subject to amendmentand novation to Charlie Holdco 1. Further details of these amended servicecontracts will be set out in the Scheme Document. Countrywide Shareholders will be asked at the EGM to approve the ManagementArrangements described in this paragraph 6 by voting on the ordinary resolutionto be proposed at the EGM. None of the Management Shareholders (or theirconnected persons who are holders of Countrywide Shares) will be entitled tovote on this resolution and voting on this resolution will be by way of a poll. The options over Countrywide Shares held by the Management Team under theCountrywide Share Schemes will be treated in the same manner as all the otheroptions and awards, further details of which are set out in paragraph 17 below. Hawkpoint and Panmure Gordon consider the terms of the Management Arrangementsand the investment by the Management Team to be fair and reasonable so far asall other Countrywide Shareholders are concerned. 7. Structure of the Proposals (a) Introduction The Proposals will be effected by a means of a scheme of arrangement betweenCountrywide and the Scheme Shareholders under section 425 of the Companies Act,the provisions of which will be set out in full in the Scheme Document. TheScheme involves a reduction of capital pursuant to section 135 of the CompaniesAct. The purpose of the Scheme, together with the proposed changes toCountrywide's Articles, is to provide for Charlie Holdco 4 to become the ownerof the whole of the issued ordinary share capital of Countrywide. The Schemewill provide for the cancellation of the Scheme Shares, and the application ofpart of the reserve arising from such cancellation in paying up in full thenumber of new Countrywide Shares which have an aggregate nominal value equal tothe aggregate nominal value of the Countrywide Shares cancelled (save to theextent that such Countrywide Shares have given rise to an entitlement toRightmove Shares) and issuing the same to Charlie Holdco 4 and/or its nominee(s). Scheme Shareholders will then be entitled to receive cash and RightmoveShares on the bases set out in paragraph 2 above. For the Scheme to become effective, a special resolution approving the Reductionof Capital must be passed by Countrywide Shareholders at the EGM, and the Schememust be approved by a majority in number of those Independent SchemeShareholders present and voting either in person or by proxy at the CourtMeeting representing 75 per cent. or more in value of all Scheme Shares voted. The Scheme and the Reduction of Capital also require the sanction of the Courtas well as satisfaction or waiver of the other Conditions set out in Appendix Iof this Announcement. The Scheme will become effective in accordance with itsterms on delivery of an office copy of the Scheme Court Order and the ReductionCourt Order to the Registrar of Companies and, in relation to the ReductionCourt Order, the registration of such order by the Registrar of Companies. Uponthe Scheme becoming effective, it will be binding on all CountrywideShareholders, irrespective of whether or not, being entitled to do so, theyattended or voted at the Court Meeting or the EGM. Prior to the Scheme becoming effective, applications will be made to the UKListing Authority for the listing of Countrywide Shares to be suspended and tothe London Stock Exchange for Countrywide Shares to be suspended from trading onthe London Stock Exchange's market for listed securities. It is anticipatedthat the last day of dealings in, and for registration of transfers ofCountrywide Shares will be the last Business Day immediately preceding theEffective Date. At close of business on the last Business Day immediatelypreceding the Effective Date Countrywide Shares will be suspended from theOfficial List and from the London Stock Exchange's market for listed securitiesand the listing of such shares will be cancelled on the Effective Date. If the Scheme becomes effective, Charlie Holdco 4 (and/or its nominee(s)) willacquire Countrywide Shares fully paid and free from all liens, equitableinterests, charges, encumbrances and other third party rights of any naturewhatsoever and together with all rights attaching to them including the right toreceive and retain all dividends and distributions (if any, other than ascontemplated by the Scheme) declared, made or payable after the Effective Date.Save as contemplated by the Scheme, Countrywide does not intend to declare, makeor pay any dividends or distributions prior to the Effective Date. On the Effective Date, share certificates in respect of Scheme Shares will ceaseto be valid and should be destroyed. In addition, on the Effective Date,entitlements to Scheme Shares held within the CREST system will be cancelled. (b) The Meetings Before the Court's approval can be sought to sanction the Scheme, the Schemewill require approval by the Independent Scheme Shareholders at the CourtMeeting and the passing of a special resolution by Countrywide Shareholders toimplement the Scheme (and approve the Reduction of Capital) at the EGM. Notices of the Court Meeting and the EGM will be set out in the Scheme Document. Save as set out below, entitlements to attend and vote at the Meetings and thenumber of votes which may be cast at them will be determined by reference toholdings of Countrywide Shares as shown in the register of members ofCountrywide at the time specified in the notice of the relevant meeting. The Court Meeting The Court Meeting will be held at the direction of the Court to seek theapproval of the Independent Scheme Shareholders to the Scheme (with or withoutmodification). At the Court Meeting, voting will be by way of poll and each Independent SchemeShareholder present in person or by proxy will be entitled to one vote for eachScheme Share held. The approval required at the Court Meeting is a majority innumber of those Independent Scheme Shareholders present and voting, either inperson or by proxy, representing 75 per cent. or more in value of all SchemeShares voted. The result of the poll will be announced through a RIS. None of the Management Shareholders, their connected persons, the members of theCharlie Holdco Group, the 3i Investors nor any other person acting in concertwith Charlie Holdco 4 who is a holder of Countrywide Shares is entitled to voteat the Court Meeting, given their interest in the Proposals. Charlie Holdco 4and the Management Shareholders have confirmed that they will be represented byCounsel at the Court Hearings so as to consent to the Scheme and to undertake tothe Court to be bound thereby. The interests of the Management Team in theProposals are set out in further detail in paragraph 6 above. It is important that, for the Court Meeting, as many votes as possible are castso that the Court may be satisfied that there is a fair and reasonablerepresentation of Independent Scheme Shareholder opinion. The Extraordinary General Meeting Notice of the EGM will be set out in the Scheme Document. The EGM will beconvened to consider and, if thought fit, pass the following resolutions: (a) an ordinary resolution of theIndependent Shareholders (which will require votes in favour representing asimple majority of the votes cast by Independent Shareholders) to approve theproposed Management Arrangements. Further details of the ManagementArrangements are set out in paragraph 6 above. An approval of the ManagementArrangements in the manner which will be set out in the notice of EGM isrequired by Rule 16 of the City Code; and (b) a special resolution (which requiresvotes in favour representing at least 75 per cent. of the votes cast) toapprove: (i) the Scheme; (ii) the Reduction ofCapital equal to the nominal value of the Scheme Shares which are to becancelled pursuant to the Scheme and the subsequent issue of new CountrywideShares to Charlie Holdco 4 (or its nominee(s)) in accordance with the Scheme; (iii) the giving ofauthority to the Directors pursuant to section 80 of the Companies Act to allotsecurities in the Company; and (iv) a share capitalreorganisation and certain amendments to Countrywide's Articles as describedbelow. The proposed amendments to Countrywide's Articles will be set out in full in thenotice of the EGM. All Countrywide Shareholders will be entitled to vote on the special resolution,including the Management Team and their connected persons. All CountrywideShareholders (other than the Management Shareholders) will be entitled to voteon the ordinary resolution. (c) Share Capital Reorganisation The Scheme will include a reorganisation of the share capital of Countrywidewhereby, in accordance with the terms of the Scheme, the Scheme Shares will bereclassified and subdivided into A Shares and B Shares. The share capitalreorganisation will take effect from the Effective Date, from which point the AShares will carry the right to receive the Cash Consideration and the B Shareswill carry the right to receive the Share Consideration. Subject to the reclassification and subdivision of the Scheme Shares, the AShares and the B Shares will be cancelled. Scheme Shareholders will then beentitled to receive cash and Rightmove Shares in accordance with theirproportionate holdings of A and B Shares respectively immediately prior to suchcancellation. No temporary documents of title will be issued in respect of theA Shares or the B Shares. In seeking the Court's approval to the Reduction ofCapital, it will be necessary for the Company to satisfy the Court that theinterests of its creditors are not prejudiced by the Reduction of Capital. Thisis likely to comprise an undertaking to the effect that an amount equal to thenominal value of the B Shares cancelled (in consideration for which holders of BShares are to receive Rightmove Shares) will be transferred from thedistributable reserves of the Company to a special non-distributable reserve. (d) Conditions to the Proposals The Conditions to the Proposals are set out in full in Appendix I to thisAnnouncement. In summary, the implementation of the Proposals will beconditional, inter alia, upon: (i) approval of the Scheme by a majority in number of theIndependent Scheme Shareholders entitled to be present and voting, either inperson or by proxy, at the Court Meeting, or any adjournment thereofrepresenting 75 per cent. or more in value of the Scheme Shares voted; (ii) the resolutions to be set out in the notice of EGM beingduly passed by the requisite majorities at the EGM or any adjournment thereof; (iii) the sanction of the Scheme and confirmation of theReduction of Capital by the Court (in either case, with or without modificationon terms acceptable to Countrywide and Charlie Holdco 4) and the delivery of anoffice copy of the Scheme Court Order and Reduction Court Order by Countrywideto the Registrar of Companies and registration of the Reduction Court Order byhim; and (iv) the Scheme becoming effective by not later than 31 March 2007or such later date as may be agreed in writing by Countrywide and Charlie Holdco4 (and if appropriate as the Court may approve) failing which the Scheme willlapse. (e) Sanction of the Scheme by the Court Under the Companies Act, the Scheme and the Reduction of Capital require thesanction of the Court at the Scheme Court Hearing and the Reduction CourtHearing respectively. Charlie Holdco 4 and the Management Shareholders haveconfirmed that they will be represented by Counsel at the Court Hearings so asto consent to the Scheme and to undertake to the Court to be bound thereby. The Scheme will become effective in accordance with its terms on delivery ofoffice copies of the Court Orders to the Registrar of Companies and, in relationto the Reduction Court Order, the registration of such Court Order by him. If the Scheme becomes effective, it will be binding on all CountrywideShareholders irrespective of whether or not, being entitled to do so, theyattended or voted in favour of the Scheme at the Court Meeting or in favour ofthe resolutions proposed at the EGM. If the Scheme has not become effective by31 March 2007 (or such later date (if any) as Charlie Holdco 4 and Countrywidemay agree and, if appropriate, the Court may approve) the Scheme will not becomeeffective. The Scheme contains a provision for Charlie Holdco 4 and Countrywide jointly toconsent on behalf of all persons affected to any modification of or additions tothe Scheme or to any condition approved or imposed by the Court. The Courtwould be unlikely to approve any modifications of, or additions to, or impose acondition to the Scheme which might be material to the interests of SchemeShareholders, unless Scheme Shareholders were informed of any such modification,addition or condition. It would be a matter for the Court to decide, in itsdiscretion, whether or not a further meeting of Independent Scheme Shareholdersshould be held in these circumstances. Similarly, if a modification, additionor condition is put forward which, in the opinion of the Directors is of such anature or importance that it requires the consent of Independent SchemeShareholders at a further meeting, the Directors will not take the necessarysteps to enable the Scheme to become effective unless and until such consent isobtained. 8. Irrevocable undertakings Charlie Holdco 4 has received irrevocable undertakings to vote (or procure tovote) in favour of the Scheme at the Court Meeting and the resolutions at theEGM (or, in the event that the Offer is implemented by way of a takeover offer,to accept or procure acceptance of such offer) from the Independent Directors inrespect of 100,000 Countrywide Shares in aggregate, representing approximately0.06 per cent. of Countrywide's issued ordinary share capital entitled to voteat the Court Meeting. As a result of their interest in the Proposals, none of the ManagementShareholders, members of the Charlie Holdco Group, the 3i Investors nor anyother person acting in concert with Charlie Holdco 4 who is a holder ofCountrywide Shares is entitled to vote at the Court Meeting given theirinterests in the Proposals. As a result, the Countrywide Shares held by themwill not count towards the majorities required to approve the Scheme. TheManagement Shareholders have pursuant to the Acquisition Agreement, irrevocablyundertaken to be bound by the Scheme. Charlie Holdco 4 has also received irrevocable undertakings from the ManagementShareholders pursuant to the Acquisition Agreement to vote in favour of thespecial resolution to be proposed at the EGM in respect of a total of 699,625Countrywide Shares, representing approximately 0.4 per cent. of the issuedordinary share capital of Countrywide. These undertakings will remain binding in the event of a higher offer. 9. Inducement Fee As part of the negotiations between Countrywide and the 3i Investors, on 20October 2006, Countrywide and 3i Investments entered into an inducement feeagreement. The inducement fee, which amounts to one per cent. of the value ofthe Offer (plus VAT to the extent that it is fully recoverable by Countrywide),is payable to 3i Investments if, in summary, prior to the proposed acquisitionof Countrywide by Charlie Holdco 4 lapsing or being withdrawn, a third partyofferor unconnected with 3i Investments makes or announces an offer forCountrywide and such alternative offer subsequently becomes or is declaredunconditional in all respects or is otherwise completed by 10 April 2007. 10. Information on Charlie Holdco 4, 3i and the 3i Investors Charlie Holdco 4 is a newly-incorporated company which has been formed for thepurposes of implementing the Proposals. Charlie Holdco 4 is a wholly ownedsubsidiary of Charlie Holdco 1. Charlie Holdco 4 will be indirectly owned bythe 3i Investors and the Management Team who will own a minority shareholding.Charlie Holdco 4 has not traded since its date of incorporation nor has itentered into any obligations other than in connection with the Offer and thefinancing of the Offer. The directors of Charlie Holdco 4 are Harry Hill, MikeNower and Grenville Turner. The 3i Investors comprise the 3i Funds, 3i Pan European Buyouts 2006-08A LP, 3iPan European Buyouts 2006-08B LP, 3i Pan European Buyouts 2006-2008C LP, 3iParallel Ventures LP, the Co-investment Plan, Pan European Buyouts Co-Invest2006-08 LP, 3i Pan European Buyouts Co-Invest 2006-08 FCPR, Pan European Buyouts(Nordic) Co-Invest 2006-08 LP and 3i (pending formation of Pan European Buyouts(Dutch) Co-Invest 2006-08 LP). The 3i Investors will invest in the followingproportions:3i Investor %3i Europartners Va LP 19.193i Europartners Vb LP 21.273i Pan European Buyouts 2006-08A LP 44.373i Pan European Buyouts 2006-08B LP 3.373i Pan European Buyouts 2006-2008C LP 7.31The Co-investment Plan 0.173i Parallel Ventures LP 3.32Pan European Buyouts Co-Invest 2006-08 LP 0.773i Pan European Buyouts Co-Invest 2006-08 FCPR 0.09Pan European Buyouts (Nordic) Co-Invest 2006-08 LP 0.093i (pending formation of Pan European Buyouts (Dutch) Co-Invest 2006-08 0.05LP).Total 100.00 3i is a world leader in private equity and venture capital and invests acrossEurope, the United States and Asia. 3i was established in 1945, listing on theLondon Stock Exchange in 1994. It is a constituent of the FTSE 100 index. 3imanages over €10.4 billion of assets (as at 31 March 2006) comprising its ownbalance sheet of around €6.2 billion and private equity limited partnerships of€4.2 billion, invested alongside 3i. Recent investments made by 3i include NCP,the UK's leading parking services company, Giochi Preziosi, the leading Italiantoy company, Chorion, a UK-based intellectual property owning, brand creationand management business and Nordnav, a Swedish company which develops nextgeneration global navigation satellite systems. 3i Pan European Buyouts 2006-08A LP, 3i Pan European Buy-outs 2006-2008B LP, 3iPan European Buy-outs 2006-2008C LP, Pan-European Buy-outs Co-Invest 2006-2008LP, Pan European Buyouts (Nordic) Co-invest 2006-08 LP, Pan European Buyouts(Dutch) Co-invest 2006-08 LP (once formed), 3i Parallel Ventures LP and the 3iFunds are English limited partnerships managed by 3i Investments, which is awholly-owned subsidiary of 3i and is regulated by the Financial ServicesAuthority. 3i Pan European Buyouts Co-invest 2006-08 FCPR is a French 'FondsCommun de Placement a Risques' managed by 3i Gestion SA, which is a wholly-ownedsubsidiary of 3i. 3i Pan European Buyouts 2006-08A LP, 3i Pan European Buy-outs2006-2008B LP, 3i Pan European Buy-outs 2006-2008C LP, Pan European Buy-outsCo-Invest 2006-08 LP, Pan European Buyouts (Nordic) Co-Invest 2006-08 LP, PanEuropean Buyouts (Dutch) Co-invest 2006-08 LP (once formed) and 3i Pan EuropeanBuyouts Co-invest 2006-08 FCPR are vehicles established by 3i to provide carriedinterest or co-investment opportunities for certain 3i executives (both currentemployees and former employees), subject to specific conditions and aresubstantially funded by 3i. The investors in the 3i Funds and 3i ParallelVentures LP comprise UK and overseas institutional investors, such as insurancecompanies and pension funds or their investment vehicles. The Co-investment Plan is a vehicle through which certain executives of ParallelPrivate Equity Limited and its subsidiaries can invest alongside 3i ParallelVentures LP in equity investments made by 3i Parallel Ventures LP. 11. Financing the Offer Charlie Holdco 4 will initially be financed using a combination of equity anddebt. Approximately £278 million will be provided by the 3i Investors and £7.67million being funded by the Management Team. The remainder will be funded bydebt finance arranged and provided by The Royal Bank of Scotland. Citigroup is satisfied that the necessary financial resources are available toCharlie Holdco 4 to satisfy the cash consideration due under the Proposals infull. Full implementation of the Proposals would result in a maximum cashconsideration of approximately £845.9 million being payable by Charlie Holdco 4to Countrywide Shareholders (assuming exercise in full of all options under theCountrywide Share Schemes). 12. Information on Countrywide Countrywide is a leading residential estate agency and property services companyin the UK, operating through four divisions: estate agency; financial services;surveying and valuation; and conveyancing. Countrywide also has a 21.5 percent. shareholding in Rightmove, a leading internet property site, and a 33.3per cent. shareholding in TMG Holdings, a residential property search provider. Countrywide's chain of 1,177 estate agency branches, including 117 franchisedbranches, is the largest estate agency chain in the UK and operates under anumber of well-known local brands. In addition, Countrywide has a residentiallettings business and provides other property and management services toresidential and commercial clients. The financial services division sells mortgages, income protection insurance,life and general insurance through 899 mortgage consultants based in the ownedand franchised estate agency offices. Countrywide operates the UK's largest surveying and valuation business employing793 surveyors working out of 157 offices. Countrywide's surveyors primarily actfor mortgage lenders and home buyers, conducting residential mortgage valuationsand surveys. The conveyancing division is the largest residential conveyancing business inthe UK and employs 530 conveyancing and customer services staff. The divisionprovides conveyancing legal services to home buyers and sellers, remortgageconveyancing legal services to mortgage lenders (utilising outsourcingfacilities in Chennai, India) and conveyancing panel management services to boththe Countrywide estate agency network and mortgage lenders, managing an approvedpanel of lawyers to fulfil their survey instructions. Historical Financial Information For the year ended 31 December 2005, Countrywide reported turnover of £528.2million (2004: £474.2 million), profit before tax of £31.7 million (2004: £40.0million) and operating profit before exceptional items of £31.9 million (2004:£52.6 million). For the six months ended 30 June 2006, Countrywide reported turnover of £308.5million (2005: £236.2 million), profit before tax of £62.8 million (2005: £3.5million) and operating profit before exceptional items of £43.9 million (2005:£2.4 million). 13. Current Trading and Prospects Since the interim results were announced for the six months to 30 June 2006,demand in the housing market has remained firm despite the two recent increasesin interest rates. This has positively impacted the estate agency division, which has continued tosee strong levels of activity, and the financial services division, whichcontinued to perform well with good levels of financial services products sold.The lettings business has also continued to deliver strong growth. The surveying and valuation business continues to see a good level of mortgagesurvey and valuation instructions, with the ongoing rollout of the Enterprisesystem throughout Countrywide's surveyor network expected to deliver furtherproductivity gains. Countrywide Property Lawyers has continued to progress with further systems andIT enhancements expected to grow capacity and efficiency. In its 2006 interim results, the Company announced that Remortgage ConveyancingMatters ("RCM") was experiencing difficulties in sourcing a sufficient number oftransactions to operate profitably and that Countrywide's Spanish operation,which was restructured at the beginning of 2005, was also looking to improvesales volumes. Both of these businesses have continued to experience problemsin the second half of 2006. Given the challenging prospects faced by thesebusinesses in achieving profitability, the Countrywide Directors will beconsulting with the employees of RCM and the Spanish operation, which may leadto the closure of RCM and the disposal or, failing this, the closure of theSpanish operation. Countrywide's estate agency and lettings businesses are both currentlyexperiencing difficulty in acquiring sufficient quality stock. However,overall, the Directors continue to view the financial and trading prospects ofthe Countrywide Group with confidence. The documents to be posted to Shareholders in due course will contain a profitforecast for the year ending 31 December 2006. 14. Information on Rightmove Rightmove is the operator of the "rightmove.co.uk" website, the UK's largestresidential property portal which displays residential property for sale in theUK. Estate agents, property developers and rental agents pay fees for the rightto display properties on the Rightmove website. The website offers homebuyers asimple means of searching for a wide range of properties which suit their budgetand specification within their targeted locality. Rightmove offers itscustomers a low-cost means of advertising their properties, which havetraditionally been marketed via print-based classified advertising. Founded by Countrywide in February 2000, Rightmove became a joint ventureinvolving Halifax Estate Agencies, RSA and Connells in July 2000. Rightmoveexperienced rapid growth in its customer base and started charging third partyestate agents to list their properties on the Rightmove website from January2002. In March 2006, Rightmove was admitted to the Official List of the LondonStock Exchange. For the year ended 31 December 2005, Rightmove reported revenues of £18.2million (2004: £9.2 million) and profit before tax of £5.5 million (2004: £2.6million). As at 31 December 2005, Rightmove had net assets of £5.6 million(2004: £5.6 million). The market capitalisation of Rightmove was £487 millionas of 11 December 2006, the last Business Day prior to this announcement. The above information has been extracted without material adjustment fromRightmove's prospectus dated 22 February 2006 which in respect of the financialinformation was reported on without modification by the reporting accountants inaccordance with Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. 15. Directors, management and employees and the effect of the Scheme intheir interests Charlie Holdco 4 has confirmed to the Independent Directors that, following theScheme becoming effective, the existing employment rights, terms and conditionsof all the employees of the Countrywide Group will be safeguarded. CharlieHoldco 4's plans do not involve any material change in the conditions ofemployment of the employees of the Countrywide Group, nor are there any plans tochange the principal locations of the Countrywide Group's business.Countrywide's pension obligations will be complied with. Charlie Holdco 4 hasstated that it has no intentions to make detrimental changes to the benefitsprovided under the Countrywide pension schemes. The Independent Directors have undertaken to resign from the Board upon theScheme becoming effective. The Independent Directors will have no entitlementto compensation on resignation. Further details of certain arrangements with the Management Team are set out inparagraph 6 above. Save as disclosed in this Announcement and the Scheme Document, the effect ofthe Scheme on the interests of the Directors will not differ from its effect onthe interests of any other Scheme Shareholder. The Independent Directors, in their discussions with Charlie Holdco 4, have noreason to believe that Charlie Holdco 4's intentions would prejudiceCountrywide's employees, and further, the Independent Directors have takencomfort from the fact that Charlie Holdco 4 has no current plans to alter theexisting arrangements with employees or to change the location of Countrywide'sbusiness. 16. Reasons for the Offer and future plans for Countrywide 3i seeks long-term investment opportunities which offer product and geographicleadership, sustainable long-term cash generation potential and scope for futuregrowth and development - 3i believes that Countrywide fulfils these criteria fora number of reasons. Countrywide is the pre-eminent residential property services company operatingwithin the UK market, with an unparalleled nationwide coverage and breadth ofservice offering. It successfully operates under a multi-brand business model,enjoying strong regional brand recognition. Countrywide is led by a highlyexperienced and proven management team which has a credible track record forgrowing the company profitably and steering it through the UK property cycle. 3i recognises the significant achievements of the management team to date indeveloping Countrywide and plans to build on the existing business platform,focussing on the delivery of a broad range of property transaction relatedservices offered by Countrywide. 3i believes that there is an opportunity todeploy 3i's knowledge and experience in identifying and negotiating acquisitionsand thereby accelerate the development of the business. In addition, 3i andmanagement have identified a number of attractive organic and efficiency drivengrowth opportunities which Countrywide could pursue to reinforce it's strengthin the markets in which it operates. For these reasons, 3i believes that thenext stage of Countrywide's development would be best achieved under privateownership. 17. Countrywide Share Schemes The effects of the Scheme on subsisting options and awards under the CountrywideShare Schemes are summarised below. All Countrywide Shares issued on theexercise of options or vesting of awards on or prior to the Reduction RecordTime will be subject to the terms of the Scheme. The Scheme will not extend to Countrywide Shares issued, including on theexercise of options, after the Reduction Record Time. However, an amendment toCountrywide's Articles is to be proposed at the EGM (details of which will beset out in the notice of the EGM) to the effect that Countrywide Shares issuedon the exercise of options after the Reduction Record Time will automatically beacquired by Charlie Holdco 4 on the same terms as the Offer. (a) The 1995 ESOS and The 1996 ESOS All options granted under these schemes are already exercisable. Participantswill be given the opportunity to exercise their options conditional on theCourt's sanction of the Scheme. Options not exercised will lapse following theCourt's sanction of the Scheme. (b) The 1996 EDIS, The ESBS, The 2004 Approved Plan and The 2006 PSP Options/awards under these schemes/plans will become exercisable (if they arenot already exercisable) on the Court's sanction of the Scheme. Participantswill be given the opportunity to exercise their options/awards conditional onthe Court's sanction of the Scheme. Options/awards may only be exercised depending on the extent to which (if atall) any applicable performance conditions have been satisfied. In addition the number of Countrywide Shares in respect of which an option/awardmay be exercised will be reduced (on a pro-rata basis) to reflect that only partof a performance period has elapsed and/or the time that has elapsed between thedate of grant and the Court's sanction of the Scheme. Options/awards not exercised will lapse following the Court's sanction of theScheme. (c) The 1996 SAYE Options will become exercisable (if they are not already exercisable) in respectof all of the Countrywide Shares under option on the Court's sanction of theScheme. Participants will be given the opportunity to exercise their optionsconditional on the Court's sanction of the Scheme. Options not exercised willlapse following the Court's sanction of the Scheme. (d) The 2004 SAYE Options will become exercisable (if they are not already exercisable) on theCourt's sanction of the Scheme. Participants will be given the opportunity toexercise their options conditional on the Court's sanction of the Scheme. Options may be exercised using accrued savings and interest due on the exercisedate. It is not possible for optionholders to make additional savingscontributions in advance of exercising their options in order to increase thenumber of Countrywide Shares over which they may exercise their options. Optionholders who elect to exercise their options conditional on the Court'ssanction of the Scheme will be entitled to receive a cash payment equal to thedifference between the exercise price and the value of the Offer on the date theCourt sanctions the Scheme, multiplied by the number of additional CountrywideShares the optionholder could have acquired using regular monthly savingscontributions which could have been made (plus applicable interest) between thedate the Court sanctions the Scheme and six months from that date. Options not exercised will lapse following the Court's sanction of the Scheme. (e) The Employee Benefit Trust To the extent that the EBT holds sufficient Countrywide Shares, such CountrywideShares held by it will be used to satisfy the exercise of options and vesting ofawards under some or all of the Countrywide Share Schemes. (f) General Where relevant, the terms of the Countrywide Share Schemes will be amended tofacilitate the exercise of options/awards conditional on the Court's sanction ofthe Scheme. 18. Overseas Shareholders (a) General Countrywide Shareholders who have registered addresses in or who are residentin, or who are citizens of, countries other than the UK should consult theirindependent professional advisers as to whether they require any governmental orother consents or need to observe any other formalities to enable them toreceive the Rightmove Shares to which they are entitled under the Scheme. If aCountrywide Shareholder is in any doubt as to his eligibility to receiveRightmove Shares he should contact his independent professional adviserimmediately. The availability of the Proposals to persons resident in, or citizens of,jurisdictions outside the United Kingdom may be affected by the laws of therelevant jurisdictions. Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. It isthe responsibility of each of the Countrywide Shareholders who are not residentin the UK to satisfy themselves as to the full observance of the laws of therelevant jurisdiction in connection therewith, including the obtaining of anygovernmental exchange control or other consents which may be required orcompliance with other necessary formalities which are required to be observedand the payment of any issue, transfer or other taxes due in such jurisdiction.Any failure to comply with such applicable requirements may constitute aviolation of the securities laws of any such jurisdictions. Under the terms of the Scheme the Company will have the right to deem a SchemeShareholder to have made a Rightmove Sale Election in respect of all RightmoveShares to which he is entitled under the Scheme where the Company believes thatreceipt of such Rightmove Shares by that Scheme Shareholder may infringeapplicable legal or regulatory requirements. This Announcement has been prepared for the purposes of complying with Englishlaw, the City Code and the Listing Rules and the information disclosed may bedifferent from that which would have been disclosed if this Announcement hadbeen prepared in accordance with the laws of jurisdictions outside England. (b) US Persons The Rightmove Shares have not been and will not be registered under the USSecurities Act. Accordingly, no Rightmove Shares will be transferred to, orcredited to a stock account in CREST of, Countrywide Shareholders withregistered addresses in the United States, or who are US Persons or nominees whohold (or appear to the Company to hold) Countrywide Shares on behalf of USPersons and, accordingly, under the terms of the Scheme, such CountrywideShareholders and nominees will be deemed by the Company to have elected for theRightmove Sale Election in respect of all Rightmove Shares to which they areentitled under the Scheme unless prior to the Effective Date they candemonstrate to the satisfaction of the Company that receipt of such RightmoveShares by them will not breach US securities law. Any Countrywide Shareholder with a registered address in the United States or anominee who holds Countrywide Shares on behalf of any US Person who believesthat they are, or hold on behalf of persons who are, eligible under an exemptionfrom local securities laws should contact Capita Registrars on +44 (0) 20 86392157 to determine whether and how such persons can receive the Rightmove Sharesto which they are entitled under the Scheme. 19. Transaction Agreement Countrywide, Charlie Holdco 4 and 3i Investments have entered into a TransactionAgreement dated 12 December 2006, under the terms of which the parties haveagreed, amongst other things, to co-operate to implement the Scheme. Details ofthe Transaction Agreement will be set out in the Scheme Document. 20. Suspension and delisting of Countrywide Shares The London Stock Exchange and the UK Listing Authority will be requested torespectively suspend and cancel (i) trading in Countrywide Shares on the LondonStock Exchange's market for listed securities with effect from close of businesson the Business Day preceding the Effective Date and (ii) the listing ofCountrywide Shares from the Official List with effect from 8.00 a.m. on theEffective Date. The last day of dealings in Countrywide Shares on the LondonStock Exchange is expected to be the last Business Day immediately preceding theEffective Date and no transfers of Countrywide Shares will be registered afterclose of business on this date. On the Effective Date, share certificates inrespect of Countrywide Shares will cease to be valid. In addition, on theEffective Date, entitlements to Scheme Shares held within the CREST system willbe cancelled. 21. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Countrywide, all "dealings" in any "relevantsecurities" of Countrywide (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the business day followingthe date of the relevant transaction. This requirement will continue until theEffective Date of the Scheme (or such later date(s) as the Panel may specify).If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofCountrywide, they will deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all dealings in "relevantsecurities" of Countrywide by Charlie Holdco 4 or Countrywide, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the business day following the date of the relevanttransaction. In addition, as a consequence of the Rightmove Shares being included in theOffer, the Panel has imposed a further requirement that all dealings insecurities of Rightmove by Charlie Holdco 4 or Countrywide, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the business day following the date of the relevant transactionon the same basis as if Rightmove securities were "relevant securities" for thepurpose of Rule 8.1 of the City Code. A disclosure table, giving details of the companies whose "relevant securities"and "dealings" should be disclosed, and the number of securities in issue, canbe found on the Panel's website at www.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 City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a dealing under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)20 7236 7013. 22. Anticipated Timetable Countrywide anticipates that it will despatch the Scheme Document to CountrywideShareholders and, for information only, to holders of options granted under theCountrywide Share Schemes within the next 28 days (or such later date as may beagreed with the Panel); that the Court Meeting and EGM will take place duringJanuary 2007; and subject to the Scheme becoming unconditional and effective inaccordance with its terms, the Effective Date will occur in February 2007. Afull anticipated timetable will be set out in the Scheme Document. 23. Disclosure of interests in Countrywide Save for one Countrywide Share conditionally contracted to be acquired byCharlie Holdco 4 pursuant to the Acquisition Agreement, the Management Sharesand 100,000 Countrywide Shares held by the Independent Directors, neitherCharlie Holdco 4 nor, so far as Charlie Holdco 4 is aware, any person acting inconcert with Charlie Holdco 4, owns or controls any Countrywide Shares or anysecurities convertible or exchangeable into Countrywide Shares or any rights tosubscribe for or purchase the same, or holds any options (including tradedoptions) in respect of, or has any option to acquire, any Countrywide Shares orhas entered into any derivatives referenced to Countrywide Shares ("RelevantCountrywide Securities") which remain outstanding, nor does any such person holdany short positions in relation to Relevant Countrywide Securities (whetherconditional or absolute and whether in the money or otherwise) including anyshort position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery, nordoes any such person have any arrangement in relation to Relevant CountrywideSecurities. For these purposes, "arrangement" includes any indemnity or optionarrangement, any agreement or understanding, formal or informal, of whatevernature, relating to Relevant Countrywide Securities which may be an inducementto deal or refrain from dealing in such securities. In the interests of secrecyprior to this Announcement, Charlie Holdco 4 has not made any enquiries in thisrespect of certain parties which may be deemed by the Panel to be acting inconcert with it for the purposes of the Offer (including Citigroup). Enquiriesof such parties will be made as soon as practicable following the date of thisAnnouncement and any material disclosure in respect of such parties will beincluded in the Scheme Document. 24. General Pursuant to the Facilities Agreements, Charlie Holdco 4 has agreed not to amend,vary, supplement or waive any Condition without the prior consent of thelenders. Pursuant to a letter dated 12 December 2006 from Charlie Holdco 1 toCitigroup, Charlie Holdco 1 has agreed to procure that Charlie Holdco 4 will notvary, amend or waive certain of the Conditions without the prior written consentof Citigroup. The Offer will be subject to the requirements of the City Code and will be onthe terms and subject to the Conditions set out herein and in Appendix I and tobe set out in the Scheme Document. The Scheme Document will include full detailsof the Scheme, together with notices of the Court Meeting and the EGM and theexpected timetable. It will be accompanied by Forms of Proxy for the Meetingsand a Form of Election for the Rightmove Sale Election. In deciding whether ornot to vote in favour of the Scheme in respect of their Countrywide Shares,Countrywide Shareholders should rely on the information contained in, and followthe procedures described in, the Scheme Document, Forms of Proxy and Form ofElection. As at 7.00 a.m. (London time) on 11 December 2006 (the last Business Day priorto the date of this announcement), Countrywide had 170,849,690 ordinary sharesof 5 pence in issue (ISIN number GB00B00FQ060). 25. EnquiriesCountrywide Telephone: +44 (0) 20 7242 5300Christopher Sporborg +44 (0) 783 6204 449Hawkpoint (lead financial adviser to Countrywide) Telephone: +44 (0) 20 7665 4500David Reid ScottDavid RentonJonathan Coddington Panmure Gordon (Rule 3 adviser and joint corporate broker to Telephone: +44 (0) 20 7459 3600Countrywide)Hugh MorganGrant Harrison Hoare Govett (joint corporate broker to Countrywide) Telephone: +44 (0) 20 7678 8000Ranald McGregor-SmithBob Cowdell Jonathan Retter Brunswick Group (Countrywide PR enquiries) Telephone: +44 (0) 20 7404 5959John SunnucksKate Holgate 3i Investments / Charlie Holdco 4 Limited Telephone: +44 (0) 20 7928 3131 Peter GordonChris Williams Citigroup (financial adviser and corporate broker to 3i) Telephone: +44 (0) 20 7986 4000Philip Robert-TissotDimitrios Georgiou Mark ToddAndrew Thompson (Corporate Broking) Maitland (3i PR enquiries) Telephone: +44 (0) 20 7379 5151Angus MaitlandSuzanne Bartch The availability of the Proposals and the release, publication or distributionof this Announcement to persons who are not resident in the UK may be affectedby the laws of the relevant jurisdictions in which they are located. Persons whoare not resident in the UK should inform themselves of, and observe, anyapplicable requirements. Any failure to comply with such applicablerequirements may constitute a violation of the securities laws of any suchjurisdictions. This Announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. The full terms and conditions of the Scheme will be set out in theScheme Document. Countrywide Shareholders are advised to read carefully theformal documentation in relation to the Proposals once it has been despatched. Citigroup, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for 3i Investments, the 3iInvestors and Charlie Holdco 4 and no one else in connection with the Proposalsand will not be responsible to anyone other than 3i Investments, the 3iInvestors and Charlie Holdco 4 for providing the protections afforded to clientsof Citigroup nor for providing advice in relation to the Proposals, the contentof this Announcement, or any matter referred to herein. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Countrywide and the IndependentDirectors for providing the protections afforded to clients of Hawkpoint nor forproviding advice in relation to the Proposals, the content of this Announcement,or any matter referred to herein. Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Countrywide and the IndependentDirectors for providing the protections afforded to clients of Panmure Gordonnor for providing advice in relation to the Proposals, the content of thisAnnouncement or any matter referred to herein. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Countrywide and the IndependentDirectors for providing the protections afforded to clients of Hoare Govett norfor providing advice in relation to the Proposals, the content of thisAnnouncement or any matter referred to herein. 26. Appendices Appendix I sets out Conditions to implementation of the Proposals. Appendix II sets out the bases and sources of information from which thefinancial calculations used in this Announcement have been derived. Appendix III contains the definitions of terms used in this Announcement. Appendix I CONDITIONS TO IMPLEMENTATION OF THE PROPOSALS The Proposals are subject to English law and the terms andconditions set out in this document. 1. The Proposals will be conditional upon the Scheme becomingunconditional and becoming effective by no later than 31 March 2007 or suchlater date as, subject to the City Code, Countrywide and Charlie Holdco 4 mayagree and (if required) the Court may allow. The Scheme will be conditional upon: (i) approval of the Scheme by a majority in number representing 75 percent. or more in value of the Scheme Shareholders who are present and voting,either in person or by proxy, at the Court Meeting or at any adjournment of thatMeeting; (ii) the resolutions as set out in the notice of the EGM being dulypassed by the requisite majority at the EGM or at any adjournment of thatMeeting; and (iii) the sanction (with or without modification (but subject to suchmodification being acceptable to Countrywide and Charlie Holdco 4)) of theScheme and the confirmation of the Reduction of Capital by the Court, officecopies of the Court Orders and of the minute confirming the Reduction of Capitalbeing delivered for registration to the Registrar of Companies and, in the caseof the Court Order confirming the Reduction of Capital, registration of suchCourt Order by him. 2. Countrywide and Charlie Holdco 4 have agreed that, subject asstated in paragraph 4 below, the Scheme will also be conditional upon, andaccordingly the necessary actions to make the Scheme become effective will onlybe taken upon, the following conditions being satisfied or waived: (a) no government or governmental, quasi-governmental, supranational,statutory, regulatory or investigative body, authority, court, trade agency,association or institution or professional or environmental body or any othersimilar person or body whatsoever in any relevant jurisdiction (each a "RelevantAuthority") having decided to take, institute, implement or threaten any action,proceedings, suit, investigation, enquiry or reference or having required anyaction to be taken or information to be provided or otherwise having doneanything or having made, proposed or enacted any statute, regulation, order ordecision or having done anything which would or might reasonably be expected to(in any case to an extent which is material in the context of the WiderCountrywide Group taken as a whole or in the context of the Proposals): (i) make the Proposals or their implementation, or the acquisition orthe proposed acquisition by Charlie Holdco 4 of any shares or other securitiesin, or control of, Countrywide or any member of the Wider Countrywide Groupvoid, illegal or unenforceable in any jurisdiction, or otherwise directly orindirectly restrain, prohibit, restrict, prevent or delay the same or imposeadditional conditions or financial or other obligations with respect thereto, orotherwise challenge or interfere therewith; (ii) impose any material limit on the ability of anymember of the Charlie Holdco Group or any member of the Wider Countrywide Groupto conduct all or any part of their respective businesses or to own or controlany of their respective assets or properties or any part thereof; (iii) impose any material limitation on, or result in anymaterial delay in, the ability of any member of the Charlie Holdco Group or anymember of the Wider Countrywide Group to acquire, hold or exercise effectively,directly or indirectly, all or any rights of ownership of Countrywide Shares orany shares or securities convertible into Countrywide Shares or to exercisevoting or management control over any member of the Wider Countrywide Group; (iv) require any member of the Charlie Holdco Group and/orof the Wider Countrywide Group to acquire or repay any shares or othersecurities in and/or indebtedness of any member of the Wider Countrywide Group; (v) impose any material limitation on the ability of anymember of the Charlie Holdco Group and/or of the Wider Countrywide Group tointegrate or co-ordinate its business, or any material part of it, with thebusiness of any member of the Wider Countrywide Group or of the Charlie HoldcoGroup respectively; or (vi) otherwise materially adversely affect any or all ofthe businesses, assets, financial or trading position, profits or prospects ofany member of the Wider Countrywide Group, and all applicable waiting and other time periods during which any RelevantAuthority could institute, implement or thereafter take any such action,proceedings, suit, investigation, enquiry or reference or otherwise interveneunder the laws of any relevant jurisdiction having expired, lapsed or beenterminated; (b) all authorisations, orders, grants, recognitions, confirmations,licences, certificates, consents, clearances, permissions and approvals("authorisations") reasonably deemed necessary or appropriate by Charlie Holdco4 in any jurisdiction for or in respect of the Proposals or the acquisition orproposed acquisition by Charlie Holdco 4 of any shares or other securities in,or control of, Countrywide or the carrying on by any member of the WiderCountrywide Group of its business or in relation to the affairs of any member ofthe Wider Countrywide Group having been obtained in terms and in a formreasonably satisfactory to Charlie Holdco 4 from all appropriate RelevantAuthorities or (without prejudice to the generality of the foregoing) from anypersons or bodies with whom any member of the Wider Countrywide Group hasentered into contractual arrangements and all such authorisations remaining infull force and effect and all filings necessary for such purpose having beenmade and there being no notice or intimation of any intention to revoke,suspend, restrict or amend or not to renew the same at the Effective Date andall necessary filings and applications having been made and all necessarywaiting and other time periods (including any extensions thereof) under anyapplicable legislation or regulations of any relevant jurisdiction havingexpired, lapsed or been terminated and all statutory or regulatory obligationsin any relevant jurisdiction having been complied with in each case as may benecessary in connection with the Proposals and their implementation or theacquisition or proposed acquisition by Charlie Holdco 4 of any shares or othersecurities in, or control of, Countrywide or any member of the Wider CountrywideGroup; (c) except as publicly announced by Countrywide through a RegulatoryInformation Service or as otherwise disclosed in writing to any member of theCharlie Holdco Group or its advisers prior to 12 December 2006, there being noprovision of any arrangement, agreement, licence, permit, franchise or otherinstrument to which any member of the Wider Countrywide Group is a party or byor to which any such member or any of its respective assets is or are or may bebound, entitled or subject or any circumstance which, in consequence of themaking of the Offer or implementation of the Proposals or the proposedacquisition of any shares or other securities in, or control of, Countrywide byCharlie Holdco 4 or because of a change in the control or management ofCountrywide or otherwise, could reasonably be expected to result in (to anextent which is material in the context of the Wider Countrywide Group taken asa whole): (i) any indebtedness or liabilities (actual orcontingent) of, or any grant available to, any member of the Wider CountrywideGroup being or becoming repayable or capable of being declared repayableimmediately or prior to its stated maturity or the ability of any such member toborrow monies or incur any indebtedness being withdrawn or inhibited or capableof being withdrawn or inhibited; (ii) the creation or enforcement of any mortgage, chargeor other security interest over the whole or any part of the business, property,assets or interests of any member of the Wider Countrywide Group or any suchsecurity (whenever created, arising or having arisen) being enforced or becomingenforceable; (iii) any member of the Wider Countrywide Group ceasing tobe able to carry on business under any name under which it presently does so; (iv) any such arrangement, agreement, licence, permit,franchise or other instrument, or any right, liability, obligation, interest orbusiness of any member of the Wider Countrywide Group thereunder (or anyarrangement, agreement, licence, permit, franchise or other instrument relatingto any such right, liability, obligation, interest or business) or the interestsor business of any such member in or with any other person, firm, company orbody being or becoming capable of being terminated or adversely modified oradversely affected or any adverse action being taken or any onerous obligationor liability arising thereunder; (v) any asset or interest of, or any asset the use ofwhich is enjoyed by any member of the Wider Countrywide Group, being or fallingto be disposed of or charged (otherwise than in the ordinary course of business)or ceasing to be available to any member of the Wider Countrywide Group or anyright arising under which any such asset or interest could be required to bedisposed of or charged or could cease to be available to any member of the WiderCountrywide Group otherwise than in the ordinary course of business; (vi) the value or financial or trading position orprospects of any member of the Wider Countrywide Group being prejudiced ormaterially adversely affected in a manner which would be material in the contextof the Wider Countrywide Group taken as a whole; or (vii) the creation of any material liability, actual orcontingent, by any member of the Wider Countrywide Group other than in theordinary course of trading, and no event having occurred which, under anyprovision of any such arrangement, agreement, licence, permit, franchise orother instrument to which any member of the Wider Countrywide Group is a partyor by or to which any such member or any of its assets may be bound, entitled orsubject, might reasonably be expected to result in any of the events referred toin this paragraph (c) to an extent which is material in the context of the WiderCountrywide Group taken as a whole; (d) since 31 December 2005 and except as disclosed in Countrywide'sannual report and accounts for the year ended 31 December 2005 or in the interimresults statement of Countrywide for the six months ended on 30 June 2006, or asotherwise publicly announced through an RIS or as otherwise disclosed in writingto any member of the Charlie Holdco Group or its advisers prior to 12 December2006, no member of the Wider Countrywide Group having: (i) issued or agreed to issue or authorised or proposedthe issue of additional shares or securities of any class, or securitiesconvertible into or exchangeable for shares, or rights, warrants or options tosubscribe for or acquire any such shares, securities or convertible securities(save for issues between Countrywide and any of its wholly-owned subsidiaries orbetween such wholly-owned subsidiaries and save for options as disclosed toCharlie Holdco 4 granted under the Countrywide Share Schemes before 12 December2006 or the issue of any Countrywide Shares allotted upon the exercise ofoptions granted before 12 December 2006 under the Countrywide Share Schemes); (ii) recommended, declared, made or paid or proposed torecommend, declare, make or pay any bonus, dividend or other distribution,whether payable in cash or otherwise, other than any distribution by anywholly-owned subsidiary within the Countrywide Group; (iii) save as between wholly-owned subsidiaries ofCountrywide or between Countrywide and any of its wholly-owned subsidiaries,effected, authorised, proposed or announced its intention to propose any merger,demerger, reconstruction, arrangement, amalgamation, commitment or scheme or anymaterial acquisition, disposal or transfer of assets or shares (other than inthe ordinary course of business) or any right, title or interest in any assetsor shares or other transaction or arrangement in respect of itself or anothermember of the Wider Countrywide Group which in each case would be material inthe context of the Wider Countrywide Group taken as a whole; (iv) acquired or disposed of or transferred (other than inthe ordinary course of business) or mortgaged, charged or encumbered any assetsor shares or any right, title or interest in any assets or shares (other than inthe ordinary course of business) or authorised the same or entered into, variedor terminated or authorised, proposed or announced its intention to enter into,vary, terminate or authorise any agreement, arrangement, contract, transactionor commitment (other than in the ordinary course of business and whether inrespect of capital expenditure or otherwise) which is of a loss-making,long-term or unusual or onerous nature or magnitude, or which involves or couldinvolve an obligation of such a nature or magnitude or which is other than inthe ordinary course of business, in each case which is material in the contextof the Wider Countrywide Group taken as a whole; (v) redeemed, purchased, repaid or reduced or proposedthe redemption, purchase, repayment or reduction of any part of its sharecapital or any other securities; (vi) save as between Countrywide and its wholly-ownedsubsidiaries, effected, authorised, proposed or announced its intention topropose any change in its share or loan capital; (vii) issued, authorised or proposed the issue of or madeany change in or to any debentures, or (other than in the ordinary course ofbusiness) incurred or increased any indebtedness or liability, actual orcontingent, which is material in the context of the Wider Countrywide Grouptaken as a whole; (viii) taken or proposed any corporate action or had anyproceedings started or threatened against it for its winding-up (voluntary orotherwise), dissolution, striking-off or reorganisation or for the appointmentof a receiver, administrator (including the filing of any administrationapplication, notice of intention to appoint an administrator or notice ofappointment of an administrator), administrative receiver, trustee or similarofficer of all or any material part of its assets or revenues or for anyanalogous proceedings or steps in any jurisdiction or for the appointment of anyanalogous person in any jurisdiction; (ix) entered into any contract, transaction or arrangementwhich is or would be restrictive on the business of any member of the WiderCountrywide Group or the Charlie Holdco Group or which is or could involveobligations which would or might reasonably be expected to be so restrictive; (x) entered into any agreement, contract, transaction,arrangement or commitment (other than in the ordinary course of business) whichis material in the context of the Wider Countrywide Group taken as a whole; (xi) been unable or admitted that it is unable to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or ceased or threatened to cease carrying on all or asubstantial part of its business or proposed or entered into any composition orvoluntary arrangement with its creditors (or any class of them) or the filing atcourt of documentation in order to obtain a moratorium prior to a voluntaryarrangement or, by reason of actual or anticipated financial difficulties,commenced negotiations with one or more of its creditors with a view torescheduling any of its indebtedness; (xii) save in relation to any amendments to the CountrywideShare Schemes described in this Announcement made, or announced any proposal tomake, any change or addition to any retirement, death or disability benefit orany other employment-related benefit of or in respect of any of its directors,employees, former directors or former employees; (xiii) save as between Countrywide and its wholly-ownedsubsidiaries, granted any lease or third party rights in respect of any of theleasehold or freehold property owned or occupied by it or transferred orotherwise disposed of any such property; (xiv) entered into or varied or made any offer (whichremains open for acceptance) to enter into or vary the terms of any serviceagreement with any director or senior executive of Countrywide or any directoror senior executive of the Wider Countrywide Group; (xv) made any amendment to its memorandum or articles ofassociation; (xvi) waived or compromised any claim or authorised any suchwaiver or compromise otherwise than in the ordinary course of business, which ismaterial in the context of the Wider Countrywide Group taken as a whole; (xvii) taken, entered into or had started or threatenedagainst it in a jurisdiction outside England and Wales any form of insolvencyproceeding or event similar or analogous to any of the events referred to insub-paragraphs (viii) and (xi) above; or (xviii) agreed to enter into or entered into an agreement orarrangement or commitment or passed any resolution or announced any intention toeffect any of the transactions, matters or events referred to in this paragraph(d); (e) since 31 December 2005, except as disclosed in Countrywide'sannual report and accounts for the year ended 31 December 2005 or in the interimresults statement of Countrywide for the six months ended on 30 June 2006 or asotherwise publicly announced through an RIS or as otherwise disclosed in writingto any member of the Charlie Holdco Group or its advisers prior to 12 December2006: (i) there having been no material adverse change ordeterioration in the business, assets, financial or trading position or profitsor prospects of the Wider Countrywide Group taken as a whole; (ii) no material litigation, arbitration proceedings,prosecution or other legal proceedings to which any member of the WiderCountrywide Group is or may become a party (whether as claimant or defendant orotherwise), and no material enquiry or investigation by or complaint orreference to any Relevant Authority, against or in respect of any member of theWider Countrywide Group, having been threatened, announced or instituted orremaining outstanding by, against or in respect of any member of the WiderCountrywide Group in any way which is material in the context of the WiderCountrywide Group taken as a whole; and (iii) no contingent or other liability having arisen orbecome apparent or increased which might be reasonably likely in either case tohave a material adverse effect on the Wider Countrywide Group taken as a whole; (f) save as disclosed in writing to any member of the Charlie Holdco 4or its advisers prior to 12 December 2006, Charlie Holdco 4 not havingdiscovered: (i) that any financial, business or other informationconcerning Countrywide or the Wider Countrywide Group which is contained in theinformation publicly disclosed at any time by or on behalf of any member of theWider Countrywide Group either publicly or in the context of the Offer containsa material misrepresentation of fact which has not, prior to 12 December 2006been corrected by public announcement through an RIS or omits to state a factnecessary to make the information contained therein not materially misleading; (ii) any information which materially affects the importof any such information as is mentioned in sub-paragraph (i) above; or (iii) that any member of the Wider Countrywide Group issubject to any liability, contingent or otherwise, which is not disclosed in theannual report and accounts of Countrywide for the financial year ended 31December 2005 or the consolidated interim results of Countrywide for the sixmonths ended 30 June 2006 which is material in the context of the WiderCountrywide Group taken as a whole; (g) save as disclosed by or on behalf of Countrywide to Charlie Holdco4 or its advisers in writing prior to 12 December 2006, Charlie Holdco 4 nothaving discovered that: (i) there has been a disposal, spillage or leakage ofwaste or hazardous substance or any substance likely to impair the environmentor harm human health on, or there has been an emission or discharge of any wasteor hazardous substance or any substance likely to impair the environment or harmhuman health from, any land or other asset now or previously owned, occupied ormade use of by any past or present member of the wider Countrywide Group whichwould be reasonably likely to give rise to any liability (whether actual orcontingent, civil or criminal) or cost on the part of any member of the widerCountrywide Group which is material in the context of the wider CountrywideGroup taken as a whole; (ii) any past or present member of the wider CountrywideGroup has failed to comply with any and/or all applicable legislation orregulations of any relevant jurisdiction with regard to the use, treatment,handling, storage, transport, disposal, spillage, release, discharge, leak oremission of any waste or hazardous substance or any substance reasonably likelyto impair the environment or harm human health or animal health or otherwiserelating to environmental matters, or that there has otherwise been any suchuse, treatment, handling, storage, transport, disposal, spillage, release,discharge, leak or emission (whether or not the same constituted anon-compliance by any member of the wider Countrywide Group with any suchlegislation or regulations, and wherever the same may have taken place) any ofwhich use, treatment, handling, storage, transport, disposal, spillage, release,discharge, leak or emission would be reasonably likely to give rise to anyliability (actual or contingent, civil or criminal) or cost on the part of anymember of the wider Countrywide Group which is material in the context of thewider Countrywide Group taken as a whole; (iii) there is, or is reasonably likely to be, for that orany other reason whatsoever, any liability (actual or contingent) on any past orpresent member of the wider Countrywide Group to make good, alter, improve,repair, reinstate, clean up or otherwise assume responsibility for any propertyor any controlled waters now or previously owned, occupied, operated or made useof or controlled by any such past or present member of the wider CountrywideGroup, under any environmental legislation, regulation, notice, circular ororder or any government, governmental, quasi-governmental, state or localgovernment, supranational, statutory or other regulatory body, agency, court,association or any other person or body in any jurisdiction which is material inthe context of the wider Countrywide Group taken as a whole; (iv) circumstances exist whereby a person or class ofpersons would be reasonably likely to have a claim or claims in respect of anyproduct or process of manufacture or materials used therein now or previouslymanufactured, sold or carried out by any past or present member of the widerCountrywide Group, which claim or claims would be reasonably likely to have amaterial adverse effect on any member of the wider Countrywide Group to anextent which is material in the context of the wider Countrywide Group taken asa whole; (v) circumstances exist (whether as a result of themaking of the Proposals or otherwise) which would be reasonably likely to leadto any third party instituting, or whereby any present or past member of thewider Countrywide Group would be reasonably likely to be required to institute,an environmental audit or take any other steps which would, in any such case, bereasonably likely to result in any actual or contingent liability to improve orinstall new plant or equipment or make good, repair, reinstate or clean up anyland or other asset now or previously owned, occupied or made use of by anymember of the wider Countrywide Group, which, in any such case, would bematerial in the context of the wider Countrywide Group taken as a whole; and (h) the European Commission making, or having been deemed to have made, adecision, in terms reasonably satisfactory to Charlie Holdco 4, that inconnection with the Offer (and all matters arising from the Offer) it will notinitiate proceedings under Article 6(1)(c) of Council Regulation (EEC) 139/2004("ECMR") and that it does not intend to make a referral to a competent authorityof any EEA member state under Article 9(1) of the ECMR. 3. The Proposals will lapse and the Scheme will not proceed if, beforethe Effective Date, the European Commission initiates proceedings under Article6(1)(c) of the ECMR or makes a referral to a competent authority of the UnitedKingdom under Article 9(1) of the ECMR and there is then a reference to theCompetition Commission in each case with respect to the Offer or any matterarising from the Offer. 4. Subject to the requirements of the Panel, Charlie Holdco 4 reservesthe right to waive in whole or in part, in its discretion, all or any of theConditions contained in paragraph 2. 5. If Charlie Holdco 4 is required by the Panel to make an offer forCountrywide Shares under the provisions of Rule 9 of the City Code, CharlieHoldco 4 may make such alterations to the terms and conditions of the Offer asare necessary to comply with the provisions of that Rule. 6. Charlie Holdco 4 reserves the right to elect to implement the Offerby way of a takeover offer. In such event, such offer will be implemented on thesame terms (subject to appropriate amendments, including (without limitation) anacceptance condition set at 90 per cent. of the shares to which such offerrelates), so far as applicable, as those which would apply to the Scheme. 7. Charlie Holdco 4 will not invoke any Conditions so as to cause theOffer not to proceed, to lapse or to be withdrawn unless the circumstances whichgive rise to the right to invoke the Condition are of material significance toCharlie Holdco 4 in the context of the Offer. Appendix II BASES AND SOURCES OF INFORMATION Save as otherwise stated, the following constitute the bases and sources ofcertain information referred to in this Announcement: 1. Information relating to Countrywide has been extracted from therelevant published audited reports and accounts of Countrywide, informationrelating to Charlie Holdco 4 has been provided by the board of Charlie Holdco 4and information relating to 3i has been extracted from published sources andprovided by persons duly authorised by 3i. 2. Information relating to Rightmove has been extracted withoutmaterial adjustment from Rightmove's prospectus dated 22 February 2006 which inrespect of the financial information was reported on without modification by thereporting accountants in accordance with Standards for Investment Reportingissued by the Auditing Practices Board in the United Kingdom. 3. The value of the entire issued ordinary share capital ofCountrywide is based on 170,849,690 Countrywide Shares in issue at the date ofthis Announcement. 4. The maximum cash consideration payable under the Proposals is basedon 170,849,690 Countrywide Shares in issue and no more than 1,782,022 "in themoney" employee share options outstanding over Countrywide Shares at the date ofthis Announcement and which are expected to become exercisable as a consequenceof the Scheme. 5. Unless otherwise stated, all prices quoted for shares are closingmid-market prices and are derived from the Daily Official List of the LondonStock Exchange. Appendix III DEFINITIONS The following definitions apply throughout this Announcement unless the contextrequires otherwise. "3i" 3i Group plc;"3i Funds" 3i Europartners Va LP and 3i Europartners Vb LP;"3i Investments" 3i Investments plc, a wholly owned subsidiary of 3i;"3i Investors" 3i Funds, 3i Pan European Buyouts 2006-08A LP, 3i Pan European Buyouts 2006-08B LP, 3i Pan European Buyouts 2006-2008C LP, 3i Parallel Ventures LP, the Co-investment Plan, Pan European Buyouts Co-Invest 2006-08 LP, 3i Pan European Buyouts Co-Invest 2006-08 FCPR, Pan European Buyouts (Nordic) Co-Invest 2006-08 LP and 3i (pending formation of Pan European Buyouts (Dutch) Co-Invest 2006-08 LP);"Acquisition Agreement" the Acquisition Agreement dated 12 December 2006 between the Management Team, their connected persons and the members of the Charlie Holdco Group pursuant to which: (i) Harry Hill has agreed to sell and Charlie Holdco 4 has agreed to purchase one Countrywide Share; and (ii) conditional upon and subject to the Scheme becoming effective, the Excluded Management Shares will be acquired by Charlie Holdco 4 in consideration for which the Management Team and their connected persons will be issued with Management Loan Notes which, pursuant to certain put and call options, they will exchange partly for shares in Charlie Holdco 1 and partly for loan notes to be issued by Charlie Holdco 2;"Articles" articles of association;"Board" the full board of Directors of the Company as of the date of this Announcement;"Business Day" a day (excluding Saturdays, Sundays and UK public holidays) on which banks in London are generally open for business in the City of London;"Cash Consideration" the cash consideration due to Scheme Shareholders under the Offer;"Charlie Holdco Group" Charlie Holdco 1, Charlie Holdco 2, Charlie Holdco 3 and Charlie Holdco 4;"Charlie Holdco 1" Charlie Holdco 1 Limited, a company incorporated in England and Wales under registered number 5978734 with registered office at 10 Snow Hill, London EC1A 2AL;"Charlie Holdco 2" Charlie Holdco 2 Limited, a company incorporated in England and Wales under registered number 5979172 with registered office at 10 Snow Hill, London EC1A 2AL;"Charlie Holdco 3" Charlie Holdco 3 Limited, a company incorporated in England and Wales under registered number 5984476 with registered office at 10 Snow Hill, London EC1A 2AL;"Charlie Holdco 4" Charlie Holdco 4 Limited, a company incorporated in England and Wales under registered number 5984486 with registered office at 10 Snow Hill, London EC1A 2AL;"Citigroup" Citigroup Global Markets Limited;"City Code" the City Code on Takeovers and Mergers;"Closing Price" the closing middle market quotation of a Countrywide Share or Rightmove Share (as applicable) as derived from the Daily Official List;"Co-investment Plan" Parallel Ventures (No.2) Co-investment Plan, a vehicle through which certain executives of Parallel Private Equity Limited and its subsidiaries can invest alongside 3i Parallel Ventures LP in equity investments made by 3i Parallel Ventures LP;"Companies Act" or "Act" the Companies Act 1985, as amended;"Conditions" the conditions to the implementation of the Proposals (including the Scheme) and the Offer which are set out in Appendix I to this Announcement;"connected person" has the meaning given to it in section 346 of the Companies Act;"Countrywide" or "the Company" Countrywide PLC a public limited company incorporated in England and Wales with registered number 4947152;"Countrywide Group" Countrywide and its subsidiary undertakings and, where the context permits, each of them;"Countrywide Shareholders" or "Shareholders" the holders of Countrywide Shares;"Countrywide Share Schemes" the 2004 Approved Plan, the 1995 ESOS, the 1996 ESOS, the 1996 SAYE, the 2004 SAYE, the 1996 EDIS, the ESBS and 2006 PSP;"Countrywide Shares" the ordinary shares of 5 pence each in the capital of Countrywide and "Countrywide Share" means any one of them;"Court" the High Court of Justice in England and Wales;"Court Hearings" the Scheme Court Hearing and the Reduction Court Hearing;"Court Meeting" the meeting of the Independent Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 425 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without modification), and any adjustment thereof;"Court Orders" the Scheme Court Order and the Reduction Court Order;"CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities generated by CRESTCo in accordance with the Uncertificated Securities Regulations 2001 (SI 2001 No.3755);"CRESTCo" CRESTCo Limited;"Daily Official List" the Daily Official List of the London Stock Exchange;"Directors" the directors of Countrywide;"Effective Date" the date on which the Scheme becomes effective in accordance with its terms;"EGM" or "Extraordinary General Meeting" the extraordinary general meeting of Countrywide Shareholders (and any adjournment thereof) to be convened in connection with the Proposals;"Employee Benefit Trust" the employee benefit trust between Hambro Countrywide plc and Hambros Channel Islands Trust Corporation Limited dated 21 January 1992;"Excluded Management Shares" the 170,970 Countrywide Shares in aggregate held by the Management Team or their connected persons and the 217,711 Countrywide Shares in aggregate to be issued to the Management Team pursuant to the exercise of options under the Countrywide Share Schemes between the date of this Announcement and on or before the Reduction Record Time, which are to be acquired by Charlie Holdco 4 pursuant to the Acquisition Agreement;"Facilities Agreements" the facilities agreements entered into between Charlie Holdco 4 and The Royal Bank of Scotland plc in respect of the debt financing for the Proposals details of which will be set out in the Scheme Document;"Form of Election" the green form of election for use in electing for the Rightmove Sale Election;"Forms of Proxy" the blue form of proxy for use at the Court Meeting and the pink form of proxy for use at the EGM or either of them as the context dictates;"Hawkpoint" Hawkpoint Partners Limited;"Hoare Govett" Hoare Govett Limited;"holder" a registered holder, including any person entitled by transmission;"Independent Directors" Christopher H. Sporborg, Andrew J Brown, Michael J Gordon and Peter W Mason, who are directors of Countrywide;"Independent Scheme Shareholders" Scheme Shareholders other than Management Scheme Shareholders;"Independent Shareholders" all Countrywide Shareholders other than the Management Shareholders;"Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000;"London Stock Exchange" The London Stock Exchange plc;"Management Arrangements" the arrangements under which the Management Team or their nominees will subscribe for, and rollover the Excluded Management Shares into, a combination of debt securities to be issued by Charlie Holdco 2 and equity securities in Charlie Holdco 1 and all other matters relating to the Management Team's proposed investment in, and relationship with, the Charlie Holdco Group;"Management Loan Notes" the 15 per cent. redeemable loan notes 2016 which will be constituted by an instrument to be executed by Charlie Holdco 4;"Management Scheme Shareholders" the holders of Management Scheme Shares;"Management Scheme Shares" all of the Countrywide Shares held by the Management Team and their connected persons (including Countrywide Shares issued pursuant to the exercise of options under the Countrywide Share Schemes between the date of this document and on or before the Reduction Record Time under the Countrywide Share Schemes) other than Excluded Management Shares;"Management Shareholders" the holders of Management Shares;"Management Shares" the Management Scheme Shares and the Excluded Management Shares;"Management Team" Harry Hill, Grenville Turner, Mike Nower, Alan Snowball, Anthony Ekins, Robert Scarff, Christopher Shaw, David Fletcher, Gerald Fitzjohn, John Williams, John Hards, Terry Marris and Gareth Williams;"Meetings" the Court Meeting and/or the EGM as the case may be;"Offer" the recommended cash and share offer of 490 pence and 0.16518 Rightmove Shares for each Scheme Share made by Charlie Holdco 4 to Scheme Shareholders;"Official List" the Official List of the UK Listing Authority;"Overseas Shareholders" Countrywide Shareholders (or nominees of, or custodians or trustees for Countrywide Shareholders) not resident in or citizens of the United Kingdom;"Panel" the Panel on Takeovers and Mergers;"Panmure Gordon" Panmure Gordon (UK) Limited;"Proposals" the Scheme and the other matters to be considered at the Meetings including the Management Arrangements;"Reduction Court Hearing" the hearing at which the Court's confirmation of the Reduction of Capital will be sought;"Reduction Court Order" the order of the Court confirming under section 137 of the Act the Reduction of Capital;"Reduction of Capital" the reduction of Countrywide's share capital pursuant to section 135 of the Act, involving the cancellation and extinguishing of the Scheme Shares provided for by the Scheme;"Reduction Record Time" 6.00 p.m. on the last Business Day immediately prior to the date of the Reduction Court Hearing;"Registrar of Companies" the Registrar of Companies of England and Wales;"Regulatory Information Service" or "RIS" any of the services set out in schedule 12 to the Listing Rules;"Rightmove" Rightmove PLC;"Rightmove Sale Election" the facility whereby Scheme Shareholders may elect to have all (but not some only) of the Rightmove Shares to which they are entitled under the Scheme sold on their behalf and, following completion of the sale of all of the Rightmove Sale Shares, receive their pro rata proportion of the Rightmove Sale Proceeds;"Rightmove Sale Proceeds" the net proceeds (after deduction of broking fees and other sale costs and expenses) received in respect of the sale of the Rightmove Sale Shares on behalf of Scheme Shareholders who have made or been deemed to have made an election under the Rightmove Sale Election;"Rightmove Sale Shares" those Rightmove Shares in respect of which an election has been made or has been deemed to have been made under the Rightmove Sale Election;"Rightmove Shares" the 28,515,375 ordinary shares of 1 penny each in the capital of Rightmove held by a wholly owned subsidiary of the Company;"Scheme" or "Scheme of arrangement" the proposed scheme of arrangement under section 425 of the Companies Act between Countrywide and Scheme Shareholders, with or subject to any modification, addition thereto or condition approved or imposed by the Court and agreed to by Countrywide and Charlie Holdco 4;"Scheme Court Hearing" the hearing at which the Court's sanction of the Scheme will be sought under section 425 of the Act;"Scheme Court Order" the order of the Court sanctioning the Scheme under section 425 of the Act;"Scheme Document" the document to be posted to Countrywide Shareholders and others containing, inter alia, the Scheme and the notices of the Meetings;"Scheme Record Time" 6:00 p.m. on the Business Day immediately prior to the Effective Date;"Scheme Shareholders" the holders of Scheme Shares;"Scheme Shares" (i) the Countrywide Shares in issue at the date of the Scheme Document; (ii) any Countrywide Shares issued after the date of the Scheme Document and before the Voting Record Time in respect of the Court Meeting; and (iii) any Countrywide Shares issued at or after the Voting Record Time in respect of the Court Meeting but on or before the Reduction Record Time, including, where the context so requires, A Shares and B Shares but in each case excluding the Excluded Management Shares and the one Countrywide Share to be registered in the name of Charlie Holdco 4 pursuant to the Acquisition Agreement and, for the avoidance of doubt, excluding any ordinary shares held in treasury by the Company;"Share Consideration" the share consideration due to Scheme Shareholders under the Offer;"subsidiary" and "subsidiary undertaking" have the meaning given to them in the Companies Act;"the 2004 Approved Plan" the Countrywide Approved Share Option Plan (2004);"the 1996 EDIS" the Countrywide Assured Group plc Executive Deferred Incentive Scheme (1996);"the ESBS" the Countrywide Assured Group plc Executive Share Bonus Scheme;"the 1995 ESOS" the Countrywide Assured Group plc Executive Share Option Scheme (1995);"the 1996 ESOS" the Countrywide Assured Group plc Executive Share Option Scheme (1996);"the 2006 PSP" the Countrywide plc Performance Share Plan (2006);"the 1996 SAYE" the Countrywide Assured Group plc Savings Related Share Option Scheme (1996);"the 2004 SAYE" the Countrywide Sharesave Plan (2004);"Transaction Agreement" the transaction agreement dated 12 December 2006 between Countrywide, Charlie Holdco 4 and 3i Investments pursuant to which the parties have agreed to implement the Scheme;"UK" or "United Kingdom" The United Kingdom of Great Britain and Northern Ireland;"UK Listing Authority" The Financial Services Authority acting in its capacity as the competent authority for the purpose of Part VI of the Financial Services and Markets Act 2000 (as amended);"US" or "United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;"US Person" a US Person as defined in Regulation S under the US Securities Act and any nominee thereof;"US Securities Act" US Securities Act of 1933, as amended;"Voting Record Time" the time fixed by the Court and Countrywide for determining the entitlement to vote, respectively at the Court Meeting and the EGM as will be set out in the notices thereof; and"Wider Countrywide Group" the Countrywide Group and associated undertakings and any other body corporate, partnership, joint venture or persons in which the Countrywide Group and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent. -------------------------- This information is provided by RNS The company news service from the London Stock Exchange
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