CWD.L Regulatory News (CWD)

9 Jan 2007 12:50

3i Investments PLC09 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITEDSTATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN 09 January 2007 CHARLIE HOLDCO 4 LIMITED RECOMMENDED FINAL CASH AND SHARE OFFER FOR COUNTRYWIDE PLC The board of Charlie Holdco 4 Limited announces that its cash and share offerfor the entire issued and to be issued share capital of Countrywide of 490 pencein cash and 0.16518 Rightmove Shares per Countrywide Share, which has beenrecommended by the board of Countrywide, is its final offer (the "Final Offer"). As at 12 noon today, the Final Offer values each Countrywide Share at 560.2pence, based on a Rightmove Share price of 425 pence. The Final Offer will not be increased, although Charlie Holdco 4 Limitedreserves the right to revise the Final Offer if a firm intention to make acompeting offer for Countrywide is announced, whether or not subject to anypreconditions, or if the Panel otherwise agrees. The terms and conditions of the Final Offer remain as set out in the schemedocument posted to Countrywide Shareholders on 21 December 2006 (the "SchemeDocument"). The Court Meeting and the EGM to consider and, if thought fit,approve the Scheme are scheduled to be held at the offices of Ashurst atBroadwalk House, 5 Appold Street, London EC2A 2HA at 10.30 a.m. and 10.40 a.m.respectively (or in the case of the EGM, if later, as soon as the Court Meetinghas been concluded or adjourned) on 15 January 2007 and, accordingly,Countrywide Shareholders who have not yet done so are strongly urged tocomplete, sign and return their Forms of Proxy as soon as possible. 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 are set out in theScheme Document. Countrywide Shareholders are advised to read carefully theformal documentation in relation to the Proposals. Terms defined in the SchemeDocument have the same meanings in this Announcement. 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. 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. This information is provided by RNS The company news service from the London Stock Exchange