Further re New Corporate Structure
Rightmove plc
New Corporate Structure - Posting of Circular
11 December 2007
Rightmove plc today posts a circular to shareholders regarding its corporate
restructuring.
The Proposals seek to create additional distributable reserves to allow the
Group to pursue a progressive long term dividend policy and, subject to market
conditions, an ongoing share repurchase programme.
The Proposals in summary are:-
* A scheme of arrangement whereby shares in Rightmove plc will be swapped for
an equivalent number of shares in Rightmove Group plc, a new holding
company.
* This will be followed by a reduction in capital of the new holding company
to create distributable reserves.
* Rightmove Group plc shares will be listed on the London Stock Exchange in
exactly the same way as the existing Rightmove plc shares (which will be
de-listed).
* Rightmove Group plc will be renamed Rightmove plc.
The Proposals are subject to Court approval and the approval of shareholders.
The Court Meeting and EGM will be held on 7th January 2008.
Rightmove plc has been advised by UBS Limited.
For Further Information:
Graham Zacharias, Rightmove plc +44 20 7087 0700
Brian Hudspith, Maitland +44 20 7379 5151
The Proposals in Detail
Scheme of arrangement to create additional distributable reserves at the
holding company level
On 30 November 2007 Rightmove plc ("Rightmove " or the "Company") announced its
intention to implement proposals to create additional distributable reserves by
the insertion of a new holding company of the Group by means of a scheme of
arrangement followed by a reduction of capital of the new holding company.
Rightmove today announces further details of the Proposals and confirms that a
circular is today being posted to Rightmove Ordinary Shareholders containing
full details and seeking Shareholders' approval of the Proposals.
If the scheme of arrangement is approved and becomes effective, Rightmove
Ordinary Shareholders will receive one Rightmove Group Ordinary Share for every
one Rightmove Ordinary Share held at the Scheme Record Time.
The new listed holding company will have the same board, management and
corporate governance as the Company.
A prospectus relating to Rightmove Group plc is also being published today, in
connection with the admission to the Official List and admission to trading on
the London Stock Exchange of Rightmove Group plc. The Prospectus can be
accessed via www.rightmove.co.uk/investors.rsp.
Rightmove Group plc will be renamed Rightmove plc on or around the Scheme
Effective Date.
Reasons for the Proposals
Rightmove intends to implement proposals to create additional distributable
reserves by:
(i) the introduction of a new listed holding company of Rightmove incorporated
in England, Rightmove Group plc, which will be put in place through a Court
approved scheme of arrangement under section 425 of the Companies Act; and
(ii) a reduction of capital of Rightmove Group plc under section 135 of the
Companies Act.
The Directors believe it is in the interests of Rightmove Ordinary Shareholders
for the Group to pursue a progressive long-term dividend policy and, subject to
market conditions, an ongoing share repurchase programme. Under English law,
Rightmove can only pay dividends to its shareholders and/or repurchase shares
to the extent that it has distributable reserves. The objective of the Scheme
and the Rightmove Group Reduction of Capital is to create distributable
reserves.
As at 30 June 2007, Rightmove had distributable reserves of approximately £15.4
million. However, Rightmove's ongoing dividend policy and share buyback
programme, which was initiated in June 2007, consume such distributable
reserves. Since June 2007 Rightmove has bought back into treasury 3,289,383
shares at an average of £5.89 per share.
The Directors believe, therefore, that the establishment of Rightmove Group plc
as a new holding company at this stage is the most suitable and effective way
of providing the maximum possible flexibility in the capital structure of the
Group and of providing sufficient distributable reserves to Rightmove Group to
continue its current strategy of returning capital to shareholders via
dividends and share buybacks, subject to market conditions. The Directors of
Rightmove consider that additional distributable reserves should be created in
order to cater for likely requirements for dividends and share repurchases in
the medium to long term. The Scheme and the Rightmove Group Reduction of
Capital are expected to increase the distributable reserves available to the
holding company of the Group from £15.4 million as at 30 June 2007 to
approximately £500 million.
Conditions and implementation of Proposals
Implementation of the scheme of arrangement and the reduction of capital of
Rightmove Group plc is conditional (amongst other things) upon:
* approval of the Scheme by Rightmove Ordinary Shareholders at the Court
Meeting;
* approval of the Scheme by Rightmove Ordinary Shareholders at the EGM; and
* sanction of the Scheme and confirmation of the Rightmove Group Reduction of
Capital by the Court.
Articles of Association
At the EGM, Rightmove Ordinary Shareholders will be asked to approve certain
technical alterations to the articles of association of Rightmove in connection
with the implementation of the Scheme. These changes will ensure (i) that
holders of any Rightmove Ordinary Shares allotted at or after the confirmation
by the Court of the reduction of capital provided for under the Scheme are
bound by the Scheme and that any Rightmove Ordinary Shares allotted after that
time are transferred to Rightmove Group in consideration for the issue of
Rightmove Group Ordinary Shares and (ii) that there will be no requirement
under section 103 of the Companies Act for an independent valuation of the new
Rightmove Ordinary Shares to be allotted to Rightmove Group under the Scheme.
The articles of association of Rightmove Group plc reflect the provisions of
the Companies Act 2006 which came into force on or before 1 October 2007 and
current practice in relation to articles of association of listed companies.
The principal differences between the Rightmove Articles and Rightmove Group
Articles are summarised in the Circular.
Expected Timetable of Key Events
Circular sent to shareholders and prospectus published 11 December 2007
Last date for receipt of forms for proxy for the Court 5 January 2008
Meeting and EGM (Saturday)
Court Meeting and EGM 7 January 2008
Last day for dealings in Rightmove Ordinary Shares 25 January 2008
Scheme Record Time 6 p.m. 25 January 2008
Rightmove Group plc ordinary shares listed on the London 28 January 2008
Stock Exchange and dealings commence. Rightmove Group
plc renamed Rightmove plc.
Court Hearting of petition to confirm reduction of 29 January 2009
capital of Rightmove Group plc (which will have been
renamed Rightmove plc)
Rightmove Group plc (which will have been renamed 30 January 2008
Rightmove plc) reduction of capital effective
Despatch of Share Certificates in respect of the 4 February 2008
ordinary shares of Rightmove Group plc (which will have
been renamed Rightmove plc)
This timetable is based on the Board's expectations and may be subject to
change.
Financial Advice
The Board has received advice in relation to the Proposals from UBS Limited.
Documents Available for Inspection
Copies of the Circular and Prospectus have been submitted to the UK Listing
Authority and will shortly be available for inspection at the Document Viewing
Facility, which is situated at the following address: Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Terms used but not defined herein have the meanings given to them in the
Circular posted to shareholders today.
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.
UBS Limited is acting exclusively for Rightmove and Rightmove Group plc and
no-one else in connection with the Proposals and will not be responsible to
anyone other than Rightmove and Rightmove Group plc for providing the
protections afforded to clients of UBS Limited or for providing advice in
relation to the Proposals.
Notice to United States residents
In particular, this document is not an offer to securities in the United
States. 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 of registration provided by Section 3(a)(1)
thereof. Rightmove Shareholders (whether or not US persons) who are affiliates
(within the meaning of the US Securities Act) of Rightmove or Rightmove Group
before implementation of the Scheme or who are affiliates of Rightmove Group
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.
5
220606/10090 TP073380020 AQL 010170:0000111207:1526
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