Proposed Agent Share Dealing Arrangements

OnTheMarket

13/12/2022 07:00

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RNS Number : 4367J  OnTheMarket plc  13 December 2022

 

13 December 2022

ONTHEMARKET PLC

 

("OnTheMarket", the "Group" or the "Company")

 

Proposed Agent Share Dealing Arrangements

OnTheMarket plc, the majority agent-owned company which operates the
onthemarket.com property portal, announces that yesterday it posted to
eligible agent shareholders a letter (and certain other documents) (the "Agent
Shareholder Letter") setting out details of a proposed streamlined mechanism
for eligible agent shareholders who entered into five-year lock-in
arrangements in respect of their ordinary shares in the capital of the Company
("Ordinary Shares") ("Entitled Agent Shareholders") at the time of the
Company's admission to AIM in February 2018 (the "Lock-in Arrangements") to
trade their Ordinary Shares, should they so wish, when those Lock-in
Arrangements expire in February 2023.

The proposed arrangements referred to above involve making a Corporate
Sponsored Nominee administered by Link Group ("Link") (the "OTM CSN")
available, which provides a facility for Entitled Agent Shareholders who wish
to do so to dematerialise their Ordinary Shares and transfer them
electronically into the OTM CSN to facilitate future share trading. In due
course, it is intended to provide for Entitled Agent Shareholders and
participants in the Company's management incentive plan who are also subject
to the Lock-in Arrangements, via the Company's brokers, Zeus Capital and Shore
Capital, to participate in a process to sell Ordinary Shares in an aggregated
and orderly manner, to match share buying and selling demand, which the
directors of the Company expect to provide a better outcome for those persons
who wish to sell Ordinary Shares and for other stakeholders in the Company.
Further information and updates on these arrangements will be provided by the
Company, as appropriate, in due course.

The Directors believe that the Company's position as the agents' portal, with
significant agent ownership, continues to offer strong strategic benefits for
agents and is delighted to have agents' ongoing support as shareholders to
ensure that they continue to have a collective voice in the continuing
evolution of property search websites. Through agent town halls, OnTheMarket
will continue to provide a platform for agent shareholders to influence the
future direction of the portal. The Company is committed to continuing to
offer products and services that provide valuable leads, additional revenue
opportunities and genuine cost savings to agents and the commitment to
sustainably fair pricing for listing properties at onthemarket.com remains at
the core of OnTheMarket's proposition. The Directors believe that this,
together with the Company's future business strategy, will allow the business
to grow shareholder value in the future. The Agent Shareholder Letter will
shortly be available on the Company's investor website under the section
"Shareholder meetings and circulars" at
plc.onthemarket.com/investors-shareholders
(https://plc.onthemarket.com/investors-shareholders/) , subject to certain
access restrictions.

 

ENDS

For further information, please contact:

 

OnTheMarket
                                                                                       0207
353 4200

Jason Tebb, Chief Executive Officer

Clive Beattie, Chief Financial Officer

 

Tulchan
Communications
                        0207 353 4200

Giles Kernick

Oliver Norgate

Zeus Capital (Nominated Adviser/Joint
Broker)                                0203 823
5000

Jamie Peel, Martin Green, James Hornigold

(Investment Banking)

Benjamin Robertson (Corporate Broking)

 

Shore Capital (Joint
Broker)
0207 408 4090

Daniel Bush, John More (Corporate Finance)

Fiona Conroy (Corporate Broking)

 

Background on OnTheMarket:

OnTheMarket plc, the majority agent-owned company which operates the
onthemarket.com property portal, is a leading UK residential property portal
provider.

Its objective is to create value for shareholders and property advertiser
customers by delivering an agent-backed, technology enabled portal - offering
a first-class service to agents and new homes developers at sustainably fair
prices and becoming the go-to portal for serious property-seekers.

OnTheMarket provides a unique opportunity for agents to participate in the
equity value of their own portal. Agent backing and support enable
OnTheMarket to display 'Only With Us' properties which are either exclusive
properties advertised at onthemarket.com by customers who do not list their
properties with either Rightmove or Zoopla, or properties listed 24 hours or
more before agents release these properties to Rightmove or Zoopla.

IMPORTANT NOTICES

This announcement contains information about, amongst other things, an
opportunity for Entitled Agent Shareholders to sell some or all of their
shares. It comprises factual information only about the opportunity and must
not be relied upon for any other purpose. This announcement shall not
constitute an offer to sell, or the solicitation of an offer to buy, nor shall
there be any sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any jurisdiction. This announcement
is not a recommendation to sell, nor does it contain any opinion about shares
in the Company or whether any Entitled Agent Shareholder should or should not
participate in the opportunity.

This announcement does not constitute investment advice and the information is
not intended to imply any recommendation or opinion about shares in the
Company. Nothing in this announcement takes account of any Entitled Agent
Shareholder's objectives, financial situation or needs. The Company is not
licensed to provide investment advice. Before any Entitled Agent Shareholder
makes any decision regarding their shares in the Company, they should consult
their own financial adviser to consider what action is appropriate having
regard to their own objectives, financial situation and needs.

This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia),
Australia, New Zealand, Canada, Japan or the Republic of South Africa or any
other jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession this announcement or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or distribution
of this announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.

No action has been taken by the Company, Link, the Brokers or any of their
respective affiliates that would permit an offering of any securities or
possession or distribution of this announcement or any other materials
relating to such securities in any jurisdiction where action for that purpose
is required.

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold, directly or indirectly, in or into the United
States, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. Neither this
announcement nor the information contained herein constitutes or forms part of
an offer to sell or the solicitation of an offer to buy securities in the
United States. There will be no public offer of any securities in the United
States.

No securities have been approved or disapproved by the U.S. Securities and
Exchange Commission, any state or other securities commission or other
regulatory authority in the United States, and none of the foregoing
authorities has passed upon or endorsed the merits of the arrangements
referred to herein or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United States.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this announcement or on its completeness and this announcement
should not be considered a recommendation by the Company, Link, the Brokers or
any of their respective affiliates in relation to any sale, purchase of or
subscription for securities of the Company. No representation or warranty,
express or implied, is given by or on behalf of the Company, Link, the Brokers
or any of their respective directors, partners, officers, employees, advisers
or any other persons as to the accuracy, fairness or sufficiency of the
information or opinions contained in this announcement and none of the
information contained in this announcement has been independently verified.
Save in the case of fraud, no liability is accepted for any errors, omissions
or inaccuracies in such information or opinions.

Members of the public are not eligible to take part in the arrangements
referred to in this announcement. This announcement and the information set
out herein are for information purposes only and are directed at and may only
be communicated to: (a) in the European Economic Area ("EEA"), persons who are
"qualified investors" within the meaning of Article 2(e) of Prospectus
Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"); and (b)
in the United Kingdom, at "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation as it  forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 who are also (i) persons having
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
(ii) high net worth bodies corporate, unincorporated associations and
partnerships and trustees of high value trusts as described in Article 49(2)
of the Order; (iii) shareholders of the Company to whom the Agent Shareholder
Letter is addressed within Article 43 of the Order; or (iv) persons to whom it
may otherwise lawfully be communicated (all such persons together being
referred to as "Relevant Persons").

Any investment or investment activity to which this announcement relates is
only available to, and will be engaged in only with, Relevant Persons at the
appropriate time. Persons distributing this announcement must satisfy
themselves that is lawful to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with any sale of, or any investment in,
shares the Company.

Certain information contained in this announcement may consist of
forward-looking statements reflecting the current view of the Company with
respect to future events and is subject to certain risks, uncertainties and
assumptions. Many factors could cause the actual results, performance or
achievements of the Company to be materially different from any future
results, performance or achievements that may be expressed or implied by such
forward-looking statements, including industry trends, and changes in business
strategy and various other factors. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in such
forward-looking statements. Recipients of this announcement are cautioned not
to place any reliance on these forward-looking statements. The Company
undertakes no obligation to republish revised forward-looking statements to
reflect changed events or circumstances.

Zeus Capital Limited is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting exclusively for the Company, and no
one else, in connection with the subject matter of this announcement and the
arrangements referred to herein and will not regard any other person (whether
or not a recipient of this announcement) as a client in relation to the
subject matter of this announcement and the arrangements referred to herein
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients nor for giving advice in relation to the
subject matter of this announcement and/or its contents or any transactions or
arrangements referred to in this announcement.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are
authorised and regulated in the United Kingdom by the Financial Conduct
Authority and are acting exclusively for the Company, and no one else, in
connection with the subject matter of this announcement and the arrangements
referred to herein and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the subject matter
of this announcement and the arrangements referred to herein and will not be
responsible to anyone other than the Company for providing the protections
afforded to their clients nor for giving advice in relation to the subject
matter of this announcement and/or its contents or any transactions or
arrangements referred to in this announcement.

Any other person in receipt of this announcement, including (without
limitation) Entitled Agent Shareholders, should seek their own independent
legal, investment and tax advice as they see fit.

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.

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