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20 Mar 2013 07:05
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.
20 March 2013
Countrywide plc (CWD LN) (the "Company")
Stabilisation Notice
Goldman Sachs International (Contact: John Bentinck, Telephone +44-(0)-20-7774-1000) hereby gives notice that it and its affiliates may stabilise the offering of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC).
The securities: | |
Issuer: | Countrywide plc |
Securities: | Ordinary shares (ISIN: GB00B9NWP991) |
Offering Size: | 58,287,028 shares |
Offer price: | 350 pence per share |
Associated securities: | There are no associated instruments that are subject to stabilisation |
Stabilisation: | |
Stabilisation Manager: | Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB
|
Stabilisation period expected to start on: | 20 March 2013 (approximately 08.00) |
Stabilisation period expected to end no later than: | 18 April 2013 (close of business) |
Maximum size of over-allotment facility: | 5,714,285 Shares |
Over-allotment Option: | |
Terms: | The Company has granted Goldman Sachs International, in its capacity as stabilisation manager the option to acquire up to an additional 5,714,285 Shares at the Offer Price |
Duration: | This option may be exercised at any time during the Stabilisation Period |
Conditions of use of over-allotment facility: | The Over-allotment Arrangements may be exercised in whole or in part upon notice by the Stabilising Manager, at any time during the period commencing with conditional dealings of the Ordinary Shares and ending 30 days thereafter. |
In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be terminated at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction.
This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments falling within Article 12 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and any other person to who it can be lawfully distributed (together "Relevant Persons") and must not be acted on or relied on by other persons in the United Kingdom. Any invitation, offer or agreement to subscribe, purchase or otherwise acquire any securities in the U.K. will be engaged in only with Relevant Persons. Any person who is not a Relevant Person, or otherwise permitted under applicable law or regulation to access the information, should not act or rely on the information contained herein.
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented EU Directive 2003/71/EC (as modified by EU Directive 2010/73/EU, together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.
The information does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. No securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable states securities laws. Nor does the information constitute an offer of, or an invitation to buy, securities in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation. There will be no public offer of securities in the United States. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
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