CWD.L Regulatory News (CWD)

26 Jan 2007 11:47

Countrywide PLC26 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO OR FROM THE UNITEDSTATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN FOR IMMEDIATE RELEASE 26 January 2007 RECOMMENDED CASH AND SHARE OFFER FOR COUNTRYWIDE PLC Results of Reconvened Court Meeting Further to the announcement on 12 December 2006 in relation to the Proposals,the posting of the scheme circular to Countrywide Shareholders on 21 December2006 (the "Scheme Document"), which sets out the full terms and conditions ofthe Scheme of Arrangement by which the Proposals are to be effected, and thecircular sent to Countrywide Shareholders on 17 January 2007 in relation to theadjournment of the Court Meeting and the EGM (the "Adjournment Circular"), theCompany and Charlie Holdco 4 announce that the required majority, representing75 per cent. or more in value of the Scheme Shares voted, has failed to vote infavour of the Scheme to implement the Proposals at the Reconvened Court Meetingconvened for such purpose and that the Scheme has therefore lapsed in accordancewith its terms and will not be completed. The full results of the votes cast at the Reconvened Court Meeting are asfollows: Reconvened Court Meeting of holders of Independent Scheme Shares Total votes received For Against --------- ----------- ----------- ----------- Number Independent Scheme Shares Number Number represented (and %) (and %) --------- ----------- ----------- ----------- Totals inpersonand by 1,732 116,768,944 67,476,803 49,292,141proxy (57.79%) (42.21%) The Board of Countrywide is disappointed that the Company failed to obtain therequisite majority of Shareholders voting in favour of the transaction,notwithstanding that a majority of Shareholders (both in value and in number)voted in favour. The Board of Countrywide will now consider carefully theimplications of this result. Following the failure to obtain the necessary majority at the Reconvened CourtMeeting, a motion will be proposed to indefinitely adjourn the Reconvened EGM asthe resolutions proposed are no longer required to be voted upon by Shareholderspursuant to the Scheme. Christopher Sporborg, Chairman of Countrywide, commented: "On behalf of the Board and all the management team I should like to make clearour determination to ensure that Countrywide is well placed to fulfil its fullpotential and build on its position as the UK's leading listed estate agencybusiness. Our overriding priority is to ensure that the business remains in goodshape and able to execute its stated strategy. "The Independent Directors worked very hard over several months to get the bestpossible offer for Shareholders. We are disappointed by the outcome of the CourtMeeting, but we respect the views of Shareholders. We now have to move on andthe Board will be discussing the best way forward for the Company. We will moveswiftly, but with due consideration for the interests of Shareholders and allstakeholders." Countrywide will announce its preliminary results for the year ended 31 December2006 on 13 March 2007. Copies of the Scheme Document have been submitted to the UK Listing Authorityand are available for inspection at the UK Listing Authority's Document ViewingFacility, which is situated at: The Financial Services Authority, 25 The North Colonnade, London E14 5HS Tel.no. 020 7066 1000 Terms defined in the Scheme Document sent by the Company to Shareholders on 21December 2006 and the subsequent Adjournment Circular sent by the Company toShareholders on 17 January 2007 shall have the same meaning in thisannouncement. Enquiries Countrywide Tel: +44 (0) 783 6204 449Christopher Sporborg Hawkpoint (lead financial adviser toCountrywide) Tel: +44 (0) 20 7665 4500David Reid ScottDavid RentonJonathan Coddington Panmure Gordon (Rule 3 adviser and jointcorporate broker to Countrywide) Tel: +44 (0) 20 7459 3600Tim LinacreHugh Morgan Hoare Govett (joint corporate broker toCountrywide) Tel: +44 (0) 20 7678 8000Ranald McGregor-SmithBob CowdellJonathan Retter Brunswick Group (Countrywide PR enquiries) Tel: +44 (0) 20 7404 5959Craig BrehenyDominic McMullan 3i Investments / Charlie Holdco 4 Limited Tel: +44 (0) 20 7928 3131Peter GordonChris Williams Citigroup (financial adviser and corporatebroker to 3i) Tel: +44 (0) 20 7986 4000Philip Robert-TissotDimitrios GeorgiouMark ToddAndrew Thompson (Corporate Broking) Maitland (3i PR enquiries) Tel: +44 (0) 20 7379 5151Angus MaitlandSuzanne Bartch Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide plc andno-one else in connection with the Proposals and will not be responsible toanyone other than Countrywide and the Independent Directors for providing theprotections afforded to clients of Hawkpoint nor for providing advice inrelation to the Proposals, the content of this announcement or any matterreferred to therein. Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide plc andno-one else in connection with the Proposals and will not be responsible toanyone other than Countrywide and the Independent Directors for providing theprotections afforded to clients of Panmure Gordon nor for providing advice inrelation to the Proposals, the content of this announcement or any matterreferred to therein. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Countrywide plc andno-one else in connection with the Proposals and will not be responsible toanyone other than Countrywide and the Independent Directors for providing theprotections afforded to clients of Hoare Govett nor for providing advice inrelation to the Proposals, the content of this announcement or any matterreferred to therein. 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. This information is provided by RNS The company news service from the London Stock Exchange