TIDMCWD
RNS Number : 7460W
Countrywide PLC
03 August 2018
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR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 Shares Ordinary Shares immediately
as at the Reference following the Issue
Date
Number % of issued Number % of
share capital Enlarged
at the Reference Share Capital
Date
----------- ------------------ ------------- ---------------
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 Shares Ordinary Shares immediately
as at the Reference following the Issue
Date
Number % of issued Number % of
share capital Enlarged
at the Reference Share Capital
Date
-------- ------------------ ------------ ----------------
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 Shares Ordinary Shares immediately
as at the Reference following the Issue
Date
Number % of issued Number % of
share capital Enlarged
at the Reference Share Capital
Date
------- ------------------ ---------- ------------------
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
------- ------------------ ---------- ------------------
Countrywide plc
Himanshu Raja, Chief Financial Officer investor@countrywide.co.uk
Media enquiries:
Natalie Gunson
Michael Sandler/Dan de Belder, Hudson +44 07 72143 9043
Sandler +44 02 07796 4133
Sponsor and Joint Bookrunner
Jefferies International Limited:
Paul Nicholls
Lee Morton
Jason Grossman
Joint Bookrunner +44 20 7029 8000
Barclays Bank PLC:
Rob Mayhew +44 20 7623 2323
Richard Bassingthwaighte
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
PDIFKNDNPBKKOFK
(END) Dow Jones Newswires
August 03, 2018 02:01 ET (06:01 GMT)
Countrywide (LSE:CWD)
Historical Stock Chart
From Apr 2024 to May 2024
Countrywide (LSE:CWD)
Historical Stock Chart
From May 2023 to May 2024