TIDMOTMP
RNS Number : 8317U
OnTheMarket plc
28 November 2023
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
28 November 2023
ONTHEMARKET PLC
("OnTheMarket" or the "Company")
Independent proxy advisor Glass Lewis joins ISS in recommending
shareholders vote "FOR" the acquisition of OnTheMarket PLC by
CoStar UK Limited
OnTheMarket notes the positive voting recommendation published
yesterday by independent proxy advisers Glass Lewis & Co.
("Glass Lewis") in relation to the Company's forthcoming Court
Meeting and General Meeting to be held on 4 December 2023, to
approve the acquisition of OnTheMarket by CoStar UK Limited
("CoStar"). This is in addition to the positive voting
recommendation already published by Institutional Shareholder
Services Inc ("ISS").
Glass Lewis recommends that OnTheMarket shareholders vote "FOR"
the acquisition of OnTheMarket by CoStar at the Court Meeting and
General Meeting on 4 December, supporting the Board's unanimous
recommendation.
A Compelling Proposition for OnTheMarket Shareholders and
Customers
The Board of OnTheMarket also reiterates its unanimous
recommendation for Shareholders to vote in favour of the
Acquisition for the following reasons:
-- Attractive valuation for OnTheMarket Shareholders.
o 110 pence per share
o c.56% premium to the closing price before the offer was
announced
o c.94% premium to the three-month volume weighted average price
before the offer was announced
-- CoStar is seeking to create the number one agent-friendly UK
residential property portal and a genuine disruptor to the
established market leaders. The level of investment CoStar intends
to deploy represents a material acceleration of OnTheMarket's
existing strategy in this regard.
-- CoStar is committed to maintaining fair and sustainable
pricing for agents and intends to continue charging agents a small
proportion of Rightmove's current charges.
-- CoStar will invest to grow traffic to OnTheMarket's portal,
for the benefit of OnTheMarket's agent clients.
-- CoStar expects that the senior management and employees of
OnTheMarket will continue to contribute to OnTheMarket's success
and does not intend to initiate any material headcount
reductions.
How to vote and meeting details
As more fully described in the Scheme Document, the Scheme will
require OnTheMarket Shareholder approval at the Court Meeting and
the General Meeting in order to become Effective.
The Court Meeting and the General Meeting will be held at the
offices of Eversheds Sutherland (International) LLP at One Wood
Street, London, EC2V 7WS on 4 December 2023, at 10.00 a.m. for the
Court Meeting and 10.15 a.m. for the General Meeting (or as soon as
reasonably practicable after that time following conclusion or
adjournment of the Court Meeting).
Shareholders are strongly urged to appoint a proxy (or in the
case of OnTheMarket Nominee Service Holders, to complete their
voting instruction. This can be done in accordance with the
instructions set out in the Scheme Document.
Other materials related to the CoStar's recommended acquisition
of OnTheMarket are available at
https://plc.onthemarket.com/recommended-cash-acquisition-docs .
Capitalised terms in this announcement, unless otherwise defined
herein, have the same meanings as set out in the Scheme
Document.
Enquiries
OnTheMarket Tel: +44 20 7353
Jason Tebb 4200
Tom Carter
Zeus (Rule 3 adviser, joint financial adviser, Tel: +44 20 3829
nominated adviser and joint corporate broker 5000
to OnTheMarket)
Jamie Peel
Benjamin Robertson
James Hornigold
Shore Capital (joint financial adviser and Tel: +44 20 7408
joint corporate broker to OnTheMarket) 4090
Daniel Bush
Fiona Conroy
Iain Sexton
Teneo (PR adviser to OnTheMarket) Tel: +44 20 7353
Giles Kernick 4200
Barnaby Harrison
CoStar and CoStar UK Tel: +1 202 346
Scott Wheeler 6500
Cyndi Eakin
Gene Boxer
Goldman Sachs (sole financial adviser to CoStar Tel: +1 212 902
and CoStar UK) 1000
Barry O'Brien Tel: +44 20 7774
Warren Stables 1000
Tim Creamer Tel: +1 212 902
1000
FGS Global (PR adviser to CoStar and CoStar Tel: +44 20 7251
UK) 3801
James Murgatroyd
Gordon Simpson
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.
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END
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