TIDMCWD
RNS Number : 2615G
Countrywide PLC
24 November 2020
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 THAT JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT
ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM
OFFER MIGHT BE MADE.
FOR IMMEDIATE RELEASE
24 November 2020
Countrywide plc
("Countrywide" or the "Company")
Update on strategic options and changes to the Board
On 22 October 2020, Countrywide announced a proposed
recapitalisation of the Company that included an equity raising of
approximately GBP90 million fully underwritten by Alchemy Partners
(the "Alchemy Transaction").
Discussions with the Company's shareholders have indicated
insufficient support for the Alchemy Transaction in its current
form, but also a recognition of the need for new capital and a
readiness among shareholders to invest in the Company.
In light of these discussions, the Board is continuing to engage
with all major shareholders to explore all potential options to
deliver a sustainable capital structure for the Company and to
maximise shareholder value, including (but not limited to): (i) a
capital raise to be underwritten by Alchemy Partners on amended
terms; (ii) the indicative approach received from Connells Limited
(as announced on 9 November); and (iii) a capital raise from
existing shareholders of the Company. The Company will provide an
update on these discussions in due course as appropriate.
Changes to the Board
Countrywide also announces today that Peter Long has stepped
down from his role as Executive Chairman and has retired as a
director of the Company with immediate effect. In addition,
Countrywide is pleased to announce the appointment of Philip
Bowcock as interim CEO with immediate effect.(1) Mr Bowcock was
previously CEO of William Hill plc, overseeing a business with
significant high street presence, leading it through a retail and
digital transition. Mr Bowcock will lead the discussions with major
shareholders towards stabilising the Company's capital structure,
and discussions with Alchemy Partners and Connells in relation to
their proposals.
Further, Paul Creffield, Group Managing Director, has indicated
his intention to retire from the Company with effect from 24
November 2021. Mr Creffield will retire as a director at the end of
March 2021, following which he will remain available for the
remainder of his notice period in order to support a smooth
transition process.
____________________________________
(1) Mr Bowcock will undertake those elements of his role which
do not constitute senior management functions in relation to
Countrywide Principal Services Limited with immediate effect. Mr
Bowcock's appointment is otherwise subject to approval by the
Financial Conduct Authority, and this process is underway.
David Watson, currently Deputy Chairman and Senior Independent
Non-Executive Director, has begun a search for a new independent
Chair to succeed Mr Long. In the interim, Mr Watson is stepping up
as Acting Non-Executive Chairman, and Natalie Ceeney CBE, currently
Non-Executive Director and Chair of the Remuneration Committee,
will become Senior Independent Non-Executive Director.
Commenting on the changes to the Board:
Peter Long said "This business has many underlying strengths and
a terrific group of people. It was always my intention to step back
when we found the right figure to take Countrywide forward, and
Philip is that person. The business is in good hands."
David Watson, Acting Non-Executive Chairman, said "Peter has
worked tirelessly to secure the future of Countrywide. He has done
the company a great service in bringing our shareholders to the
table for constructive talks. This is a fundamentally sound
business with a bright future. Philip's wealth of experience in
leading large, listed companies will be hugely valuable as we
navigate the near-term challenge of recapitalising the business and
position it for long-term success."
Paul Creffield, Group Managing Director, said "Philip's
experience in leading a people business with significant high
street presence will complement the deep industry experience of our
talented teams well. This business has demonstrated its quality
with strong trading through a difficult year. I'm delighted to
welcome Philip to Countrywide and look forward to working with him
and supporting him through this transition."
Philip Bowcock, interim CEO, said "Countrywide is a strong
business that has been held back by its debt burden. It has the
largest estate agency network in the UK, a portfolio of well-known
and trusted brands, and great people with significant real estate
experience. I look forward to working with the team at Countrywide
and our shareholders to unlock the long-term value of the Company's
underlying resilience for all our stakeholders."
Committee changes
As a result of the above changes, Rupert Gavin, Non-Executive
Director, will join the Group Audit & Risk Committee (GARC),
Amanda Rendle, Non-Executive Director will join the Remuneration
Committee, in each case with immediate effect, and David Watson
will become the chair of the Nomination Committee subject to
approval by the Financial Conduct Authority.
Notes
The remuneration details relating to Peter Long and Paul
Creffield required to be made available under Section 430(2B) of
the Companies Act 2006 will be published on the Countrywide website
in due course.
Pursuant to 9.6.13R of the Listing Rules of the UK Listing
Authority, Philip Bowcock was a director of William Hill Plc from 1
November 2015 until 30 September 2019. In addition, Philip Bowcock
was a director of Luminar Group Holdings plc and a number of Lumina
Group companies (namely, Luminar Oceana Limited, Luminar Finance
Limited, Luminar Gems Limited, Luminar Lava Ignite Limited, Luminar
Liquid Limited and Luminar Leisure Limited) from 1 June 2010 until
to 14 November 2011, joining a new management team which sought to
address the financial challenges facing the business at that time.
The Luminar Group, having been put into administration by the
directors at the end of October 2011, was restructured and the
trading element (now known as The Deltic Group) was sold to a
private company in December 2011. There is no further information
which would require disclosure under Listing Rule 9.6.13R.
Requirements of the Code
In accordance with Rule 2.6(a) of the Code, Connells Limited is
required, by not later than 5.00 p.m. on 7 December 2020, 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. 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.
This announcement does not amount to, and should not be treated
as, an announcement of a firm intention to make an offer and
accordingly there can be no certainty that an offer will be made,
nor as to the terms on which any offer will be made. Pursuant to
Rule 2.5 of the Code, Connells Limited has reserved the right to
vary the form and/or mix of the offer consideration set out in its
approach. This announcement is made without the consent of Connells
Limited.
+++++
Enquiries:
Countrywide:
Analysts and investors investor@countrywide.co.uk
Himanshu Raja, Chief Financial
Officer
Media press.office@countrywide.co.uk
Natalie Gunson Tel: +44 (0)7721 439043
Jefferies (Joint Financial Adviser and Joint Corporate Broker to
Countrywide):
Paul Nicholls Tel: +44 (0) 20 7029 8000
Paul Bundred
Paul Nicholls
William Brown
Barclays (Joint Financial Adviser and Joint Corporate Broker to
Countrywide):
Robert Mayhew Tel: +44 (0) 20 7623 2323
Richard Bassingthwaighte
Stuart Muress
Brunswick Group (Financial PR)
Kim Fletcher Tel: +44 (0) 20 7404 5959
Diana Vaughton
Important notice
This announcement is not intended to, and does not, constitute,
represent 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, whether pursuant to this
announcement or otherwise.
Overseas jurisdictions
The release, distribution or publication of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of the relevant jurisdictions and therefore any persons
who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, any
applicable requirements. The information disclosed in this
announcement 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. Any failure
to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at
www.countrywide.co.uk/corporate/investor-relations/ by no later
than 12 noon London time on the business day following this
announcement.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Countrywide shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Countrywide may be provided to Connells
Limited during the offer period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11 of the Code.
Disclaimers
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA"), is acting as Joint Financial Adviser and
Joint Corporate Broker to Countrywide and no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this
announcement. In connection with such matters, Jefferies, its
affiliates and its and their respective partners, directors,
officers, employees, representatives and agents will not regard any
person other than Countrywide as their client, nor will they be
responsible to anyone other than Countrywide for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to in this announcement.
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting as Joint Financial
Adviser and Joint Corporate Broker exclusively for Countrywide and
no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than
Countrywide for providing the protections afforded to clients of
Barclays, nor for providing advice in relation to any matter
referred to herein.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Securities Exchange Act of 1934,
Barclays and its affiliates will continue to act as exempt
principal trader in Countrywide securities on the London Stock
Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.
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END
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