Apollo Management L.P.
21 February 2007
Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction (including the United States) where to do so would
constitute a violation of the laws of such jurisdiction.
21 February 2007
APOLLO MANAGEMENT VI, L.P. ('Apollo')
Possible Offer for Countrywide plc
Apollo announces that it has made a proposal to the Board of Countrywide plc
('Countrywide' or the 'Company') regarding a possible recommended offer which
may be made on behalf of investment funds affiliated with Apollo and which would
value each Countrywide share at approximately 590 pence, consisting of
• 505 pence in cash per Countrywide share, plus
• an in specie distribution of the Company's entire 21.5
per cent holding in Rightmove plc ('Rightmove'), worth approximately 85 pence
per Countrywide share based on the closing price of a Rightmove share of
512.25 pence on 20 February 2007, being the last business day prior to the
date of this announcement. The distribution will be on terms broadly
equivalent to those offered by the company established by 3i Investors,
Charlie Holdco 4 Limited.
Apollo has also proposed allowing shareholders to exchange some or all of the
cash receivable under the possible offer for an ongoing unlisted investment in
the Company, subject amongst other things to an aggregate limit of £100 million.
Apollo has completed its due diligence and negotiation of its financing
Apollo's proposal is conditional on receiving indications of support from a
number of Countrywide's significant shareholders, particularly from certain of
those shareholders who voted against the offer from Charlie Holdco 4 Limited.
These indications of support would need to be sufficient to assure Apollo of the
likely success of any possible offer. Apollo is currently in talks with certain
Countrywide shareholders with a view to obtaining such indications of support.
There can be no certainty that a formal offer for Countrywide will ultimately be
forthcoming or that, if made, an offer will be on the foregoing terms. A further
announcement will be made as appropriate.
Credit Suisse is acting as lead financial adviser and corporate broker to
Deutsche Bank AG and Goldman Sachs International are acting as joint financial
advisers to Apollo.
Zachary Brech (Mergers & Acquisitions) +44 (0) 207 888 8888
John Hannaford (Corporate Broking) +44 (0) 207 888 8888
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
The release, publication or distribution of this announcement to persons who are
not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements. Any failure to comply with such applicable requirements may
constitute a violation of the securities laws of any such jurisdictions. This
announcement has been prepared for the purpose of complying with English law and
the City Code on Takeovers and Mergers (the 'Code') 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
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Countrywide, all 'dealings' in any 'relevant securities' of that
company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of
Countrywide, they will be deemed to be a single person for the purpose of Rule
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Countrywide by Apollo or Countrywide, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
In addition, as a consequence of Rightmove shares being included in the offer,
the Panel has imposed a further requirement that all dealings in securities of
Rightmove by Apollo or Countrywide, or any of their respective ''associates'',
must also be disclosed by no later than 12.00 noon (London time) on the Business
Day following the date of the relevant transactions on the same basis as if
Rightmove securities were ''relevant securities'' for the purpose of Rule 8.1 of
the City Code.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
Credit Suisse Securities (Europe) Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting exclusively as
lead financial adviser and corporate broker to Apollo and no one else in
connection with the possible offer referred to in this announcement and will not
be responsible to anyone other than Apollo for providing the protections
afforded to clients of Credit Suisse Securities (Europe) Limited nor for
providing advice in relation to this announcement or any matter referred to
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and with respect to UK
commodity derivatives business by the Financial Services Authority; regulated by
the Financial Services Authority for the conduct of UK business. Deutsche Bank
AG is acting for Apollo and no one else in connection with the possible offer
referred to in this announcement and will not be responsible to anyone other
than Apollo for providing the protections afforded to clients of Deutsche Bank
AG nor for providing advice in relation to this announcement or any matter
referred to herein.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Apollo
and no one else in connection with the possible offer referred to in this
announcement and will not be responsible to anyone other than Apollo for
providing the protections afforded to clients of Goldman Sachs International nor
for providing advice in relation to this announcement or any matter referred to
This information is provided by RNS
The company news service from the London Stock Exchange