3 Aug 2018 07:00
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE COMBINED PROSPECTUS AND CIRCULAR PUBLISHED BY COUNTRYWIDE PLC IN CONNECTION WITH THE FIRM PLACING AND PLACING AND OPEN OFFER.
3 August 2018
Countrywide plc
Publication of Combined Prospectus and Circular
Further to the announcement by Countrywide plc (the "Company") yesterday relating to the proposed Firm Placing and Placing and Open Offer (the "Issue"), the Company announces that the combined prospectus and circular (the "Combined Prospectus and Circular") in respect of the proposed Issue was approved yesterday by the UK Listing Authority and has been published on the Company's website at www.countrywide.co.uk.
The Combined Prospectus and Circular, which contains the notice convening a General Meeting to be held at 10.30a.m. at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED on 28 August 2018, has been posted to shareholders that have elected to receive hard copies of shareholder documentation.
A copy of the Combined Prospectus and Circular has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM
Copies of the Combined Prospectus and Circular will also be available at the Company's registered office at County House, Ground Floor, 100 New London Road, Chelmsford CM2 0RG.
Capitalised terms not otherwise defined in this announcement have the meanings given to them in the announcement made by the Company at 7:10 a.m. yesterday unless otherwise defined.
Update on Firm Placing and Placing and Open Offer
The Company is delighted to have received commitments from its two largest shareholders in connection with the Firm Placing and/or the Placing (subject to clawback of its participation in the Placing to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer).
Set out below are the interests (all of which are beneficial unless otherwise stated), as at the Reference Date, of Oaktree Capital Management, L.P. and Brandes Investment Partners in Countrywide and their respective interests in the Enlarged Share Capital of Countrywide immediately following the Issue.
| Ordinary Sharesas at the Reference Date | Ordinary Shares immediately following the Issue | ||
Number | % of issued share capitalat the Reference Date | Number | % ofEnlarged Share Capital | |
Oaktree Capital Management | 71,696,855 | 30.13 | 311,696,855 | 18.99 |
Brandes Investment Partners | 37,264,920 | 15.66 | 265,744,920 | 16.19 |
Directors
By way of an update to yesterday's announcement, set out below are the interests (all of which are beneficial unless otherwise stated), as at the Reference Date, of the Directors (as well as their immediate families) in the share capital of Countrywide and the interests of the Directors in the Enlarged Share Capital of Countrywide, assuming that each Director participates in the Issue and subscribes for a number of New Ordinary Shares that is equal to their respective Open Offer Entitlements or, where a Director intended at the Reference Date to subscribe for more New Ordinary Shares than their Open Offer Entitlement, such higher number of New Ordinary Shares.
| Ordinary Sharesas at the Reference Date | Ordinary Shares immediately following the Issue | ||
Number | % of issued share capitalat the Reference Date | Number | % ofEnlarged Share Capital | |
Peter Long | 571,429 | 0.237 | 3,933,006 | 0.239 |
David Watson | 22,070 | 0.009 | 172,070 | 0.010 |
Paul Creffield | 460,239 | 0.191 | 2,877,629 | 0.175 |
Himanshu Raja | 322,841 | 0.133 | 1,572,841 | 0.096 |
Cathy Turner | 10,722 | 0.004 | 64,582 | 0.004 |
Jane Lighting | 10,629 | 0.004 | 80,629 | 0.005 |
Rupert Gavin | 9,500 | 0.004 | 20,900 | 0.001 |
Natalie Ceeney | 23,067 | 0.010 | 143,067 | 0.009 |
Caleb Kramer | 0 | 0.000 | 0 | 0.000 |
Senior Managers
By way of an update to yesterday's announcement, set out below are the interests (all of which are beneficial unless otherwise stated), as at the Reference Date, of the Senior Managers (as well as their immediate families) in the share capital of Countrywide and the interests of the Senior Managers in the Enlarged Share Capital of Countrywide, assuming that each Senior Manager participates in the Issue and subscribes for a number of New Ordinary Shares that is equal to their respective Open Offer Entitlements or, where a Senior Manager intended at the Reference Date to subscribe for more New Ordinary Shares than their Open Offer Entitlement, such higher number of New Ordinary Shares.
| Ordinary Sharesas at the Reference Date | Ordinary Shares immediately following the Issue | ||
Number | % of issued share capitalat the Reference Date | Number | % ofEnlarged Share Capital | |
Peter Curran | 3,357 | 0.001 | 203,357 | 0.012 |
Paul Chapman | 11,559 | 0.005 | 111,559 | 0.007 |
Paul Wareham | 4,771 | 0.002 | 104,771 | 0.006 |
Dan Thompson | 3,145 | 0.001 | 33,145 | 0.002 |
Gareth Williams | 80,120 | 0.033 | 280,120 | 0.017 |
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IMPORTANT NOTICE
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for the New Ordinary Shares in any jurisdiction. This announcement cannot be relied upon for any investment contract or decision.
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada, Japan or South Africa and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. There will be no public offer of the New Ordinary Shares in the United States, Australia, Canada, Japan, South Africa or any other Excluded Territory. The distribution of this announcement, any other offering or publicity material relating to the Firm Placing and the Placing and Open Offer, the Combined Prospectus and Circular and/or the transfer of New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law or regulation, and therefore persons into whose possession this announcement and/or the Combined Prospectus and Circular comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, such documents should not be distributed, forwarded or transmitted in or into the United States, Australia, Canada, Japan, South Africa or any other Excluded Territory. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. The transfer of the New Ordinary Shares may also be so restricted by law or regulation.
This announcement does not constitute or form part of an offer to sell or a solicitation of an offer to purchase or subscribe for securities in any jurisdiction. The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares offered outside the United States are being offered in reliance on Regulation S under the US Securities Act. There will be no public offer of New Ordinary Shares in the United States. The New Ordinary Shares, Application Form and this announcement have not been recommended, approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form, Combined Prospectus and Circular or this announcement. Any representation to the contrary is a criminal offence in the United States.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.