OTMP.L Regulatory News (OTMP)

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

FOR IMMEDIATE RELEASE

7 November 2023

RECOMMENDED ACQUISITION

of

ONTHEMARKET PLC ("OnTheMarket" or the "Company")

by

COSTAR UK LIMITED ("CoStar UK"),

(a wholly-owned indirect subsidiary of CoStar Group, Inc. ("CoStar"))

to be effected by means of a Scheme of Arrangement

Publication of Scheme Document

On 19 October 2023, the Boards of CoStar UK and OnTheMarket announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which CoStar UK, a wholly-owned indirect subsidiary of CoStar, would acquire the entire issued and to be issued share capital of OnTheMarket for 110 pence per share (the "Acquisition").

The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication and posting of Scheme Document

OnTheMarket is pleased to announce that a circular in relation to the Scheme (the "Scheme Document"), containing, amongst other things, a letter from the Chair of OnTheMarket, the full terms and Conditions of the Scheme, an explanatory statement, an expected timetable of principal events, notices convening the Court Meeting and the General Meeting and details of the actions to be taken by OnTheMarket Shareholders, will be published today on OnTheMarket's website at https://plc.onthemarket.com/recommended-cash-acquisition/.

Subject to any restrictions relating to persons resident in Restricted Jurisdictions, hard copies of the Forms of Proxy or the Forms of Instruction for the Court Meeting and the General Meeting are being posted to OnTheMarket Shareholders or OnTheMarket Nominee Service Holders (as applicable). Hard copies of the Scheme Document, or a letter and/or e-mail giving details of OnTheMarket's website at https://plc.onthemarket.com/recommended-cash-acquisition/ where the Scheme Document may be accessed, are also being sent to OnTheMarket Shareholders and OnTheMarket Nominee Service Holders (as applicable) in accordance with the notice provisions of the Company's articles of association and the relevant OnTheMarket Shareholder's or OnTheMarket Nominee Service Holder's communication preferences.

For information purposes only, the Scheme Document will also be sent, or made available, to OnTheMarket Share Plan Participants and persons with information rights.

Capitalised terms in this announcement, unless otherwise defined herein, have the same meanings as set out in the Scheme Document.

Recommendation from the OnTheMarket Directors

The OnTheMarket Directors, who have been so advised by Zeus as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the OnTheMarket Directors, Zeus has taken into account the commercial assessments of the OnTheMarket Directors. Zeus is providing independent financial advice to the OnTheMarket Directors for the purposes of Rule 3 of the Code.

Accordingly, the OnTheMarket Directors recommend unanimously that Scheme Shareholders vote (or procure the voting) in favour of the Scheme at the Court Meeting and that OnTheMarket Shareholders vote (or procure the voting) in favour of the Special Resolution at the General Meeting (or, if CoStar UK exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as each OnTheMarket Director holding OnTheMarket Shares has irrevocably undertaken to do in respect of their own beneficial holdings, amounting, in aggregate, to 185,625 OnTheMarket Shares (representing, in aggregate, approximately 0.23 per cent. of the OnTheMarket Shares in issue on 3 November 2023, being the latest practicable date prior to the publication of this announcement (the "Last Practicable Date")).

Action required by shareholders - Notices of the Court Meeting and the General Meeting

As described in the Scheme Document, to become Effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting and OnTheMarket Shareholders at the separate General Meeting by the requisite majorities and, following receipt of such approvals, the sanction of the Court. The Scheme is also subject to the satisfaction or, where applicable, waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at the offices of Eversheds Sutherland (International) LLP at One Wood Street, London, EC2V 7WS on 4 December 2023, are set out in the Scheme Document. The Court Meeting will commence at 10.00 a.m. (London time) and the General Meeting at 10.15 a.m. (London time) (or as soon as reasonably practicable thereafter as the Court Meeting shall have been concluded or adjourned).

It is very important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. SCHEME SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN THEIR FORMS OF PROXY OR APPOINT A PROXY THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE, PROXYMITY OR BY OTHER ELECTRONIC MEANS (AS APPROPRIATE), OR, IN THE CASE OF ONTHEMARKET NOMINEE SERVICE HOLDERS, RETURN THEIR FORMS OF INSTRUCTION BY POST OR SUMBIT THEIR VOTING INSTRUCTIONS ELECTRONICALLY, AS SOON AS POSSIBLE.

Expected timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of OnTheMarket Shareholders and the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become Effective on 12 December 2023.

If any of the key dates set out in the timetable change, OnTheMarket will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on OnTheMarket's website at https://plc.onthemarket.com/recommended-cash-acquisition/.

Shareholder helpline

If you have any questions relating to this announcement, the Meetings, how to complete or submit the Forms of Proxy or, if you are an OnTheMarket Nominee Service Holder, the Forms of Instruction, please contact Link Group by e-mail at shareholderenquiries@linkgroup.co.uk or on +44 (0) 371 664 0321 or by submitting a request in writing to Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

Enquiries

Important notices

Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, joint financial adviser, nominated adviser and joint corporate broker to OnTheMarket and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than OnTheMarket for providing the protections afforded to clients of Zeus, nor for providing advice in relation to any matter referred to in this announcement. Neither Zeus nor any of its 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 Zeus in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together or individually, "Shore Capital"), which are authorised and regulated in the United Kingdom by the FCA, are acting as joint financial adviser and joint corporate broker to OnTheMarket and no one else in connection with the matters referred to in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than OnTheMarket for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to in this announcement. Neither Shore Capital nor any of their 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 Shore Capital in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, and Goldman Sachs & Co. LLC, which is regulated by FINRA, are acting exclusively for CoStar and CoStar UK as financial advisers and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than CoStar and CoStar UK for providing the protections afforded to clients of Goldman Sachs, or for providing advice in relation to the matters referred to in this announcement. None of Goldman Sachs International, Goldman Sachs & Co. LLC or any of their respective subsidiaries, affiliates or branches, nor their respective partners, directors, officers employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs International or Goldman Sachs & Co. LLC in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely through and on the terms set out in the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document and form of acceptance), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme, or to accept the Takeover Offer. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). OnTheMarket Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.

This announcement does not constitute a prospectus or prospectus exempted document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, the AIM Rules, the Code and the Market Abuse Regulation and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulations and such laws and/or regulations may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document(s) to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their OnTheMarket Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their OnTheMarket Shares in respect of the Court Meeting or the General Meeting on their behalf, or otherwise to provide voting instructions in respect of the Court Meeting or the General Meeting, may be affected by the laws of the relevant jurisdiction in which they are located. The Acquisition will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange (including the AIM Rules) and the FCA.

Unless otherwise determined by CoStar and/or CoStar UK or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may vote in favour of the Scheme, and any Takeover Offer will not be capable of acceptance, by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and the formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, CoStar UK will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.

The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

If CoStar UK were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by CoStar UK and no one else.

In addition to any such Takeover Offer, CoStar UK, certain affiliated companies and the nominees or brokers (acting as agents) of CoStar UK and/or such affiliated companies may make certain purchases of, or arrangements to purchase, OnTheMarket Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

The receipt of cash consideration by an OnTheMarket Shareholder for the transfer of their OnTheMarket Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and under applicable US state and local, as well as overseas and other, tax laws. In certain circumstances, OnTheMarket Shareholders that are not US persons and that receive cash consideration pursuant to the Scheme may be subject to US withholding tax. Each OnTheMarket Shareholder is urged to consult an independent professional adviser regarding the applicable tax consequences of the Acquisition, including under applicable United States, state and local, as well as overseas and other tax laws.

Financial information relating to OnTheMarket included in this announcement and to be included in the Scheme Document has been, or will have been, prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom.

It may be difficult for a US-based investor to enforce their rights and any claim they may have arising under US securities laws since the Scheme relates to the shares of a company incorporated under the laws of, and located in, the United Kingdom, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the United Kingdom, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to OnTheMarket, CoStar UK and CoStar. These forward-looking statements can be identified by the fact 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 or terms of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (b) business and management strategies of CoStar, CoStar UK and/or OnTheMarket and the expansion and growth of OnTheMarket.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of CoStar, CoStar UK or OnTheMarket, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to CoStar, CoStar UK or OnTheMarket or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. CoStar, CoStar UK and OnTheMarket assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for CoStar, CoStar UK or OnTheMarket in respect of any period and no statement in this announcement should be interpreted to mean that earnings or earnings per OnTheMarket Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per OnTheMarket Share.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on OnTheMarket's website at https://plc.onthemarket.com/recommended-cash-acquisition/ by no later than 12:00 noon on the Business Day following the date of this announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting OnTheMarket's registrar, Link Group, on +44 (0) 371 664 0321 between 9.00 a.m. and 5.30 p.m. Monday to Friday (London time), excluding public holidays in England and Wales, or by submitting a request in writing to Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL or by e-mail to shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition nor give any ?nancial, legal or tax advice. A hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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: (a) the offeree company; and (b) 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 pm on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) 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 per cent. 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: (a) the offeree company; and (b) any securities exchange offeror, save to the extent that these details have previously been disclosed 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 pm on the Business Day (as defined in the Code) 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 Takeover 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.

General

CoStar UK reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of OnTheMarket not already held by CoStar UK as an alternative to the Scheme. In such an event, a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, CoStar UK intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining OnTheMarket Shares in respect of which the Takeover Offer has not been accepted.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have any questions about this announcement, the Scheme Document, the Meetings or how to complete the Forms of Proxy or to appoint a proxy through Proxymity or via the CREST electronic proxy appointment service or otherwise or, if you are an OnTheMarket Nominee Service Holder, how to complete the Forms of Instruction or submit your voting instructions electronically, please contact Link Group via email at shareholderenquiries@linkgroup.co.uk or on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

Appendix

Expected timetable of principal events

Notes:

(1) It is requested that BLUE Forms of Instruction for use by OnTheMarket Nominee Service Holders to instruct the OnTheMarket Nominee Service Operator how to vote their OnTheMarket Shares at the Court Meeting should be received by the OnTheMarket Nominee Service Operator by no later than 10.00 a.m. on 29 November 2023 (or, if the Court Meeting is adjourned, not later than 72 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting). It is requested that YELLOW Forms of Instruction for use by OnTheMarket Nominee Service Holders to instruct the OnTheMarket Nominee Service Operator how to vote their OnTheMarket Shares at the General Meeting should be received by the OnTheMarket Nominee Service Operator by no later than 10.15 a.m. on 29 November 2023 (or, if the General Meeting is adjourned, not later than 72 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting). BLUE Forms of Instruction and YELLOW Forms of Instruction not lodged by the relevant times will be invalid. Please see "Action to be taken" in the Scheme Document.

(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged before 10.00 a.m. on 30 November 2023 or, if the Court Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting. BLUE Forms of Proxy not so lodged may be handed to the Chair of the Court Meeting or Link Group on behalf of the Chair of the Court Meeting before the start of the Court Meeting. YELLOW Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 30 November 2023 or, if the General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the adjourned meeting. YELLOW Forms of Proxy for the General Meeting not lodged by this time will be invalid. Please see "Action to be taken" in the Scheme Document.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the day which is two Business Days before the date of such adjourned meeting.

(4) To commence at 10.15 a.m. (or as soon as reasonably practicable thereafter as the Court Meeting is concluded or adjourned).

(5) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. The Effective Date is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. OnTheMarket will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to OnTheMarket Shareholders and persons with information rights.

(6) This will be the date on which a copy of the Court Order is delivered to the Registrar of Companies.

(7) This is the latest date by which the Scheme may become Effective unless CoStar UK and OnTheMarket agree, with the consent of the Panel and (if required) the Court, a later date.

All times shown are London times unless otherwise stated. All dates and times are based on OnTheMarket's and CoStar UK's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to OnTheMarket Shareholders by announcement through a Regulatory Information Service and by posting notice of these dates on the following website: https://plc.onthemarket.com/recommended-cash-acquisition/.