CWD.L Regulatory News (CWD)

The following amendment has been made to the "Statement re announcement by Connells Limited" announcement released on 7 December 2020 at 09:49 under RNS No 7538H: "30 December 2020" has been amended to "the 53rd day following the publication of Connells' initial offer document released in connection with the Connells Firm Offer" and cross-references to relevant provisions of the Code have been updated accordingly. All other details remain unchanged.

The full amended text is shown below.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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 DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

FOR IMMEDIATE RELEASE.

7 December 2020

Alchemy Partners

("Alchemy")

Response to Connells Announcement

Alchemy notes the announcement made earlier today by Connells Limited regarding its firm intention to make an offer (the "Connells Offer") for Countrywide plc ("Countrywide").

Alchemy is considering its options regarding the proposal for Countrywide that it announced on 4 December 2020 (the "Possible Alchemy Offer") and urges Countrywide shareholders to take no action in relation to the Connells Offer.

A further announcement will be made in due course.

Code matters

The Possible Alchemy Offer does not constitute an offer or impose any obligation on Alchemy to make an offer, nor does it comprise a firm intention to make an offer within the meaning of the Code. Alchemy 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.

In light of the foregoing, in accordance with Rule 2.6(d) of the Code, Alchemy Partners is required, by not later than 5.00 p.m. on the 53rd day following the publication of Connells' initial offer document released in connection with the Connells Firm Offer, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

Pursuant to Rule 2.5 of the Code, Alchemy reserves the right to vary the form and / or mix of the offer consideration set out in its announcement of 4 December 2020. Alchemy also reserves the right to make the Possible Alchemy 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 Alchemy reserves the right to make an equivalent reduction to the Possible Alchemy Offer and / or other offer terms;

3. following the announcement by Countrywide of a whitewash transaction pursuant to the Code; 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 Alchemy Offer referred to above.

The making of any firm offer in accordance with Rule 2.7 of the Code is subject to:

1. the Possible Alchemy Offer being recommended by the Countrywide Board;

2. Alchemy receiving sufficient support in terms satisfactory to Alchemy from Countrywide shareholders to vote in favour of the Possible Alchemy Offer and to give irrevocable commitments regarding participation in the Possible Alchemy Offer and the Open Offer (as referred to in the announcement of 4 December 2020) such that Alchemy would control a majority of the Countrywide shares once the Possible Alchemy Offer has completed; and

3. Alchemy reaching a revised agreement with Countrywide's lenders which results in £30m, rather than £50m, of the existing facility being repaid.

Alchemy reserves the right to waive 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.

Additional disclosures as required pursuant to the Code are set out below. Further announcements will be made as appropriate.

For further information please contact:

Important Notice

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Alchemy and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Alchemy for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the contents of, or matters referred to in, this announcement.

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Nothing in this announcement is or should be relied on as a promise or representation to the future.

Rule 26.1

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Alchemy's website at www.alchemypartners.co.uk (subject to certain restrictions relating to persons resident in restricted jurisdictions). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclose under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.