25 January 2008
New Corporate Structure
Court Sanction of Scheme of Arrangement
Rightmove plc (the 'Company') announces that earlier today the Court sanctioned
the Scheme to establish Rightmove Group plc (which will be re-named Rightmove
plc on 28 January 2008) as the holding company of Rightmove plc and confirmed
the reduction of capital involved therein. Under the Scheme, Rightmove Ordinary
Shareholders are entitled to one Rightmove Group Ordinary Share for each
Rightmove Ordinary Share held at the Scheme Record Time.
The Scheme will become effective upon an office copy of the Court Order
sanctioning the Scheme being registered by the Registrar of Companies in England
and Wales, which is expected to be on 28 January 2008.
A further announcement will be made when the Scheme has become effective.
Dealings in Rightmove Group Ordinary Shares are expected to commence at 8.00
a.m. on 28 January 2008 at which time the listing of existing Rightmove Ordinary
Shares will be cancelled.
Capitalised terms in this announcement have the same meaning in the Prospectus
published by Rightmove Group plc on 11 December 2007.
For Further Information
Graham Zacharias, Rightmove plc +44 20 7087 0700
Brian Hudspith, Maitland +44 20 7379 5151
UBS Limited is acting exclusively for Rightmove plc and Rightmove Group plc and
no-one else in connection with the Proposals and will not be responsible to
anyone other than Rightmove plc and Rightmove Group plc for providing the
protections afforded to the customers of UBS Limited or for providing advice in
relation to the Proposals.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT
SHALL BE SOLD, ISSUED OR TRANSFERRED IN OR INTO ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
Notice to United States residents
In particular, this document is not an offer of securities in the United States.
The Rightmove Group Ordinary Shares will not be, and are not required to be,
registered with the US Securities and Exchange Commission (the 'SEC') under the
US Securities Act of 1933, as amended (the 'US Securities Act'), or under the
securities laws of any state, district or other jurisdiction of the United
States. It is expected that the Rightmove Group Ordinary Shares will be issued
in reliance on the exemption from registration provided by Section 3(a)(10)
thereof. Rightmove Ordinary Shareholders (whether or not US persons) who are
affiliates (within the meaning of the US Securities Act) of Rightmove plc or the
Company before implementation of the Scheme or who are affiliates of the Company
after the implementation of the Scheme will be subject to timing, manner of sale
and volume restrictions on the sale of Rightmove Group Ordinary Shares received
in connection with the Scheme under Rule 145(d) of the US Securities Act.
This information is provided by RNS
The company news service from the London Stock Exchange