CWD.L Regulatory News (CWD)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

2 December 2020

Possible Cash Offer for Countrywide plc

Response to possible revised Alchemy proposal

The board of Connells Limited ("Connells" or "we") notes the announcement made earlier today by Countrywide plc ("Countrywide") of a possible and still highly conditional revised transaction involving Alchemy Partners (the "Possible Revised Alchemy Proposal").

Connells is considering its options regarding the possible all-cash offer for Countrywide it had announced on 9 November 2020 and re-confirmed on 23 November 2020 (the "Possible Cash Offer") and urges Countrywide shareholders to take no action in relation to the Possible Revised Alchemy Proposal.

A further announcement will be made in due course.

In accordance with Rule 2.6(a) of the Code, Connells must, by no later than 5.00 pm on 7 December 2020, either announce a firm intention to make an offer for Countrywide in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Countrywide, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

Code matters

The Possible Cash Offer does not constitute an offer or impose any obligation on Connells tomake an offer, nor does it evidence a firm intention to make an offer within the meaning of theCode. Connells does not, therefore, regard it as forming the basis for an announcement pursuant to Rule 2.2(a) of the Code. Accordingly, there can be no certainty that any offer will ultimately be made, even if the pre-conditions below are satisfied or waived.

Pursuant to Rule 2.5 of the Code, Connells reserves the right to vary the form and / or mix of the offer consideration set out in its announcement of 23 November 2020. Connells also reserves the right to make the offer at a lower value:

1. with the recommendation or consent of the Countrywide Board;

2. if Countrywide announces, declares or pays any dividend or any other distribution or return of value to shareholders, in which case Connells reserves the right to make an equivalent reduction to the Possible Cash Offer and / or other offer terms;

3. following the announcement by Countrywide of a whitewash transaction pursuant to the Code (other than the Alchemy Proposal as defined in Connells' announcement of 23 November 2020); or

4. if a third party announces a firm intention to make an offer for Countrywide pursuant to Rule 2.7 of the Code which, at that date, is valued at a lower price than the Possible Cash Offer referred to above.

The making of any firm offer in accordance with Rule 2.7 of the Code remains subject only to receiving the recommendation of the Countrywide Board and Connells obtaining irrevocable undertakings from Countrywide's major shareholders. Connells reserves the right to waive either or both of these pre-conditions in whole or in part.

Any firm offer in accordance with Rule 2.7 of the Code will be subject to customary terms and conditions for a transaction governed by the Code and the UK listing rules, including any required regulatory approvals.

Enquiries

Connells c/o MHP CommunicationsDavid Livesey, Group Chief Executive

Richard Twigg, Group Finance & Commercial Director

Evercore (Financial Adviser to Connells) +44 (0)20 7653 6000Edward Banks

Tariq Ennaji

MHP Communications (PR Adviser to Connells) Reg Hoare +44 (0)20 3128 8793

Peter Hewer +44 (0)20 3128 8658

connells@mhpc.com

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available at https://www.connellsgroup.co.uk/microsite by no later than 12 noon (London time) on 3 December 2020. The content of the website referred to above is not incorporated into and does not form part of this announcement.

MAR

The information contained within this announcement is considered by Connells to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

Important notice

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, whether pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in jurisdictions outside of the United Kingdom may be restricted by law or regulation and, therefore, persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively to Connells and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Connells for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Connells or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Clifford Chance LLP is retained as legal adviser to Connells.

About Connells

Founded in 1936 and comprising nearly 600 branches nationwide, Connells group has grown into one of the UK's largest, most profitable high street estate agency and property services providers. In addition to operating under the Connells brand, the group trades under other well-known local names including Allen & Harris, Bagshaws Residential, Barnfields, Barnard Marcus, Brown & Merry, Fox & Sons, Jones & Chapman, Knight Partnership, Manners & Harrison, Roger Platt, Shipways, Swetenhams, William H Brown, Sharman Quinney, Burchell Edwards, Ashley Adams, Peter Alan, Rook Matthews Sayer, Paul Dubberley and Gascoigne Halman. As well as residential property sales and lettings, Connells group has a comprehensive range of business to consumer and business to business services including new homes, mortgage services, conveyancing, surveying, corporate lettings, asset management, land & planning and auctions. Visit www.connellsgroup.co.uk.