REG - OnTheMarket plc - Publication of Scheme Document

OnTheMarketAnnouncement

07/11/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231107:nRSG5575Sa&default-theme=true

RNS Number : 5575S  OnTheMarket plc  07 November 2023

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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

7 November 2023

RECOMMENDED ACQUISITION

of

ONTHEMARKET PLC ("OnTheMarket" or the "Company")

by

COSTAR UK LIMITED ("CoStar UK"),

(a wholly-owned indirect subsidiary of CoStar Group, Inc. ("CoStar"))

to be effected by means of a Scheme of Arrangement

Publication of Scheme Document

On 19 October 2023, the Boards of CoStar UK and OnTheMarket announced that
they had reached agreement on the terms of a recommended all cash offer
pursuant to which CoStar UK, a wholly-owned indirect subsidiary of CoStar,
would acquire the entire issued and to be issued share capital of OnTheMarket
for 110 pence per share (the "Acquisition").

The Acquisition is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication and posting of Scheme Document

OnTheMarket is pleased to announce that a circular in relation to the Scheme
(the "Scheme Document"), containing, amongst other things, a letter from the
Chair of OnTheMarket, the full terms and Conditions of the Scheme, an
explanatory statement, an expected timetable of principal events, notices
convening the Court Meeting and the General Meeting and details of the actions
to be taken by OnTheMarket Shareholders, will be published today on
OnTheMarket's website at
https://plc.onthemarket.com/recommended-cash-acquisition/.

Subject to any restrictions relating to persons resident in Restricted
Jurisdictions, hard copies of the Forms of Proxy or the Forms of Instruction
for the Court Meeting and the General Meeting are being posted to OnTheMarket
Shareholders or OnTheMarket Nominee Service Holders (as applicable). Hard
copies of the Scheme Document, or a letter and/or e-mail giving details of
OnTheMarket's website at
https://plc.onthemarket.com/recommended-cash-acquisition/ where the Scheme
Document may be accessed, are also being sent to OnTheMarket Shareholders and
OnTheMarket Nominee Service Holders (as applicable) in accordance with the
notice provisions of the Company's articles of association and the relevant
OnTheMarket Shareholder's or OnTheMarket Nominee Service Holder's
communication preferences.

For information purposes only, the Scheme Document will also be sent, or made
available, to OnTheMarket Share Plan Participants and persons with information
rights.

Capitalised terms in this announcement, unless otherwise defined herein, have
the same meanings as set out in the Scheme Document.

Recommendation from the OnTheMarket Directors

The OnTheMarket Directors, who have been so advised by Zeus as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing advice to the OnTheMarket Directors, Zeus
has taken into account the commercial assessments of the OnTheMarket
Directors. Zeus is providing independent financial advice to the OnTheMarket
Directors for the purposes of Rule 3 of the Code.

 

Accordingly, the OnTheMarket Directors recommend unanimously that Scheme
Shareholders vote (or procure the voting) in favour of the Scheme at the Court
Meeting and that OnTheMarket Shareholders vote (or procure the voting) in
favour of the Special Resolution at the General Meeting (or, if CoStar UK
exercises its right to implement the Acquisition by way of a Takeover Offer,
to accept, or procure the acceptance of, such Takeover Offer), as each
OnTheMarket Director holding OnTheMarket Shares has irrevocably undertaken to
do in respect of their own beneficial holdings, amounting, in aggregate, to
185,625 OnTheMarket Shares (representing, in aggregate, approximately 0.23 per
cent. of the OnTheMarket Shares in issue on 3 November 2023, being the latest
practicable date prior to the publication of this announcement (the "Last
Practicable Date")).

 

Action required by shareholders - Notices of the Court Meeting and the General
Meeting

As described in the Scheme Document, to become Effective, the Scheme will
require, amongst other things, the approval of Scheme Shareholders at the
Court Meeting and OnTheMarket Shareholders at the separate General Meeting by
the requisite majorities and, following receipt of such approvals, the
sanction of the Court. The Scheme is also subject to the satisfaction or,
where applicable, waiver of the Conditions and further terms that are set out
in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at
the offices of Eversheds Sutherland (International) LLP at One Wood Street,
London, EC2V 7WS on 4 December 2023, are set out in the Scheme Document. The
Court Meeting will commence at 10.00 a.m. (London time) and the General
Meeting at 10.15 a.m. (London time) (or as soon as reasonably practicable
thereafter as the Court Meeting shall have been concluded or adjourned).

It is very important that, for the Court Meeting in particular, as many votes
as possible are cast so that the Court may be satisfied that there is a fair
and reasonable representation of the opinion of Scheme Shareholders. SCHEME
SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN THEIR
FORMS OF PROXY OR APPOINT A PROXY THROUGH THE CREST ELECTRONIC PROXY
APPOINTMENT SERVICE, PROXYMITY OR BY OTHER ELECTRONIC MEANS (AS APPROPRIATE),
OR, IN THE CASE OF ONTHEMARKET NOMINEE SERVICE HOLDERS, RETURN THEIR FORMS OF
INSTRUCTION BY POST OR SUMBIT THEIR VOTING INSTRUCTIONS ELECTRONICALLY, AS
SOON AS POSSIBLE.

 

Expected timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also attached as an Appendix to this
announcement. Subject to obtaining the approval of OnTheMarket Shareholders
and the Court and the satisfaction or, where applicable, waiver of the other
Conditions (as set out the Scheme Document), the Scheme is expected to become
Effective on 12 December 2023.

If any of the key dates set out in the timetable change, OnTheMarket will give
notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on OnTheMarket's
website at https://plc.onthemarket.com/recommended-cash-acquisition/.

Shareholder helpline

If you have any questions relating to this announcement, the Meetings, how to
complete or submit the Forms of Proxy or, if you are an OnTheMarket Nominee
Service Holder, the Forms of Instruction, please contact Link Group by e-mail
at shareholderenquiries@linkgroup.co.uk or on +44 (0) 371 664 0321 or by
submitting a request in writing to Link Group, Central Square, 29 Wellington
Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. Lines are open between 9.00 a.m. to 5.30 p.m.,
Monday to Friday, excluding public holidays in England and Wales. The helpline
cannot provide advice on the merits of the Acquisition nor give any financial,
legal or tax advice.

 

Enquiries

 OnTheMarket                                                                 Tel: +44 20 7353 4200

 Jason Tebb

 Tom Carter
 Zeus (Rule 3 adviser, joint financial adviser, nominated adviser and joint  Tel: +44 20 3829 5000
 corporate broker to OnTheMarket)

 Jamie Peel

 Benjamin Robertson

 James Hornigold

 Shore Capital (joint financial adviser and joint corporate broker to        Tel: +44 20 7408 4090
 OnTheMarket)

 Daniel Bush

 Fiona Conroy

 Iain Sexton
 Teneo (PR adviser to OnTheMarket)                                           Tel: +44 20 7353 4200

 Giles Kernick

 Barnaby Harrison
 CoStar and CoStar UK                                                        Tel: +1 202 346 6500

 Scott Wheeler

 Cyndi Eakin

 Gene Boxer

 Goldman Sachs (sole financial adviser to CoStar and CoStar UK)              Tel: +1 212 902 1000

 Barry O'Brien                                                               Tel: +44 20 7774 1000

 Warren Stables                                                              Tel: +1 212 902 1000

 Tim Creamer

 FGS Global (PR adviser to CoStar and CoStar UK)                             Tel: +44 20 7251 3801

 James Murgatroyd

 Gordon Simpson

 

Important notices

Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as Rule 3 adviser, joint financial adviser,
nominated adviser and joint corporate broker to OnTheMarket and no one else in
connection with the matters referred to in this announcement and will not
regard any other person as its client in relation to such matters and will not
be responsible to anyone other than OnTheMarket for providing the protections
afforded to clients of Zeus, nor for providing advice in relation to any
matter referred to in this announcement. Neither Zeus nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Zeus in connection with the
matters referred to in this announcement, any statement contained herein or
otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together or individually, "Shore Capital"), which are authorised and
regulated in the United Kingdom by the FCA, are acting as joint financial
adviser and joint corporate broker to OnTheMarket and no one else in
connection with the matters referred to in this announcement and will not
regard any other person as their client in relation to such matters and will
not be responsible to anyone other than OnTheMarket for providing the
protections afforded to clients of Shore Capital, nor for providing advice in
relation to any matter referred to in this announcement. Neither Shore Capital
nor any of their affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Shore
Capital in connection with the matters referred to in this announcement, any
statement contained herein or otherwise.

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation Authority in
the United Kingdom, and Goldman Sachs & Co. LLC, which is regulated by
FINRA, are acting exclusively for CoStar and CoStar UK as financial advisers
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than CoStar and
CoStar UK for providing the protections afforded to clients of Goldman Sachs,
or for providing advice in relation to the matters referred to in this
announcement. None of Goldman Sachs International, Goldman Sachs & Co. LLC
or any of their respective subsidiaries, affiliates or branches, nor their
respective partners, directors, officers employees or agents owes or accepts
any duty, liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Goldman Sachs International or Goldman Sachs
& Co. LLC in connection with this announcement, any statement contained
herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be implemented solely through and on the terms
set out in the Scheme Document and the accompanying Forms of Proxy (or, in the
event that the Acquisition is to be implemented by means of a Takeover Offer,
the Offer Document and form of acceptance), which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the Scheme, or to accept the Takeover Offer. Any approval, decision or
other response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or if the Acquisition is implemented by
way of a Takeover Offer, the Offer Document). OnTheMarket Shareholders are
strongly advised to read the formal documentation in relation to the
Acquisition.

This announcement does not constitute a prospectus or prospectus exempted
document.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English
law, the AIM Rules, the Code and the Market Abuse Regulation 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 outside the United Kingdom.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulations and
such laws and/or regulations may affect the availability of the Acquisition to
persons who are not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to laws of any jurisdiction
other than the United Kingdom, should inform themselves about, and observe,
any applicable requirements. Any failure to comply with the applicable legal
or regulatory requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility and liability for the violation of such restrictions by any
person.

Any person (including, without limitation, nominees, trustees and custodians)
who would, or otherwise intends to, forward this announcement, the Scheme
Document or any accompanying document(s) to any jurisdiction outside the
United Kingdom should refrain from doing so and seek appropriate professional
advice before taking any action. In particular, the ability of persons who are
not resident in the United Kingdom to vote their OnTheMarket Shares at the
Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote their OnTheMarket Shares in respect of the Court
Meeting or the General Meeting on their behalf, or otherwise to provide voting
instructions in respect of the Court Meeting or the General Meeting, may be
affected by the laws of the relevant jurisdiction in which they are located.
The Acquisition will be subject to the applicable requirements of the Code,
the Takeover Panel, the London Stock Exchange (including the AIM Rules) and
the FCA.

Unless otherwise determined by CoStar and/or CoStar UK or required by the
Code, and permitted by applicable law and regulation, the Acquisition will not
be made, directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, a Restricted Jurisdiction,
and no person may vote in favour of the Scheme, and any Takeover Offer will
not be capable of acceptance, by any such use, means, instrumentality or
facility or from within a Restricted Jurisdiction. Accordingly, copies of this
announcement and the formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded
or distributed in, into or from a Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and trustees) must
not distribute or send it into or from a Restricted Jurisdiction.

In the event that the Acquisition is implemented by way of a Takeover Offer
and extended into the US, CoStar UK will do so in satisfaction of the
procedural and filing requirements of the US securities laws at that time, to
the extent applicable thereto.

The Acquisition relates to the shares of a company incorporated in England and
it is proposed to be made by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of arrangement
is not subject to the shareholder vote, proxy solicitation and tender offer
rules under the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and practices of US
shareholder vote, proxy solicitation and tender offer rules.

If CoStar UK were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer shall be made in compliance with all applicable
laws and regulations, including section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such Takeover Offer would be made in the US by
CoStar UK and no one else.

In addition to any such Takeover Offer, CoStar UK, certain affiliated
companies and the nominees or brokers (acting as agents) of CoStar UK and/or
such affiliated companies may make certain purchases of, or arrangements to
purchase, OnTheMarket Shares outside such Takeover Offer during the period in
which such Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made, they would be made outside the United
States in compliance with applicable law, including the US Exchange Act.

The receipt of cash consideration by an OnTheMarket Shareholder for the
transfer of their OnTheMarket Shares pursuant to the Scheme will be a taxable
transaction for United States federal income tax purposes and under applicable
US state and local, as well as overseas and other, tax laws. In certain
circumstances, OnTheMarket Shareholders that are not US persons and that
receive cash consideration pursuant to the Scheme may be subject to US
withholding tax. Each OnTheMarket Shareholder is urged to consult an
independent professional adviser regarding the applicable tax consequences of
the Acquisition, including under applicable United States, state and local, as
well as overseas and other tax laws.

Financial information relating to OnTheMarket included in this announcement
and to be included in the Scheme Document has been, or will have been,
prepared in accordance with accounting standards applicable in the United
Kingdom and may not be comparable to the financial statements of US companies
or companies whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States ("US GAAP"). US
GAAP differs in certain significant respects from accounting standards
applicable in the United Kingdom.

It may be difficult for a US-based investor to enforce their rights and any
claim they may have arising under US securities laws since the Scheme relates
to the shares of a company incorporated under the laws of, and located in, the
United Kingdom, and some or all of its officers and directors may be residents
of non-US jurisdictions. A US-based investor may not be able to sue a company
located in the United Kingdom, or its officers or directors, in a foreign
court for alleged violations of US securities laws, and it may be difficult to
compel a foreign company and its affiliates to subject themselves to a US
court's judgment.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Forward-looking statements

This announcement may contain certain "forward-looking statements" with
respect to OnTheMarket, CoStar UK and CoStar. These forward-looking statements
can be identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words or terms
of similar meaning or the negative thereof. Forward-looking statements
include, but are not limited to, statements relating to the following: (a)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (b) business and management strategies of CoStar, CoStar
UK and/or OnTheMarket and the expansion and growth of OnTheMarket.

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.
None of CoStar, CoStar UK or OnTheMarket, nor any of their respective
associates, directors, officers, employees or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. All
subsequent oral or written forward-looking statements attributable to CoStar,
CoStar UK or OnTheMarket or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. 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 this announcement. CoStar, CoStar UK and OnTheMarket assume no
obligation to update publicly or revise forward-looking or other statements
contained in this announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate
for CoStar, CoStar UK or OnTheMarket in respect of any period and no statement
in this announcement should be interpreted to mean that earnings or earnings
per OnTheMarket Share for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
OnTheMarket Share.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on OnTheMarket's website at
https://plc.onthemarket.com/recommended-cash-acquisition/ by no later than
12:00 noon on the Business Day following the date of this announcement.
Neither the contents of this website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or forms part
of, this announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this announcement, free of charge, by contacting OnTheMarket's
registrar, Link Group, on +44 (0) 371 664 0321 between 9.00 a.m. and 5.30 p.m.
Monday to Friday (London time), excluding public holidays in England and
Wales, or by submitting a request in writing to Link Group, Central Square, 29
Wellington Street, Leeds LS1 4DL or by e-mail to
shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot provide
advice on the merits of the Acquisition nor give any financial, legal or tax
advice. A hard copy of this announcement will not be sent unless so requested.
In accordance with Rule 30.3 of the Code, a person so entitled may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of: (a) the
offeree company; and (b) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm on the 10th Business Day (as defined in the Code) following
the commencement of the Offer Period and, if appropriate, by no later than
3.30 pm on the 10th Business Day (as defined in the Code) following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of: (a) the offeree
company; and (b) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm on the Business Day (as defined in the Code) following the date
of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror, and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Takeover Panel's Market Surveillance
Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.

General

CoStar UK reserves the right to elect, with the consent of the Panel (where
necessary), to implement the Acquisition by way of a Takeover Offer for the
entire issued and to be issued share capital of OnTheMarket not already held
by CoStar UK as an alternative to the Scheme. In such an event, a Takeover
Offer will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, CoStar UK intends to exercise its rights to apply
the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire
compulsorily the remaining OnTheMarket Shares in respect of which the Takeover
Offer has not been accepted.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.

If you have any questions about this announcement, the Scheme Document, the
Meetings or how to complete the Forms of Proxy or to appoint a proxy through
Proxymity or via the CREST electronic proxy appointment service or otherwise
or, if you are an OnTheMarket Nominee Service Holder, how to complete the
Forms of Instruction or submit your voting instructions electronically, please
contact Link Group via email at shareholderenquiries@linkgroup.co.uk or on +44
(0) 371 664 0321. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. Lines are open between 9.00 a.m. to 5.30 p.m.,
Monday to Friday, excluding public holidays in England and Wales. The helpline
cannot provide advice on the merits of the Acquisition nor give any financial,
legal or tax advice.

 

Appendix

Expected timetable of principal events

 

 Event                                                                           Expected time/date

 Latest time for lodging Forms of Instruction for the:

 Court Meeting (BLUE Form of Instruction)                                        10.00 a.m. on 29 November 2023((1))

 General Meeting (YELLOW Form of Instruction)                                    10.15 a.m. on 29 November 2023((1))

 Latest time for lodging Forms of Proxy for the:

 Court Meeting (BLUE Form of Proxy)                                              10.00 a.m. on 30 November 2023((2))

 General Meeting (YELLOW Form of Proxy)                                          10.15 a.m. on 30 November 2023((2))

 Voting Record Time                                                              6.30 p.m. on 30 November 2023((3))

 Court Meeting                                                                   10.00 a.m. on 4 December 2023

 General Meeting                                                                 10.15 a.m. on 4 December 2023((4))

 The following dates are indicative only and subject to change((5))

 Sanction Hearing (to sanction the Scheme)                                       7 December 2023 ("D")

 Last day of dealings in, and for registration of transfers of, and disablement  11 December 2023 ("D+2")
 in CREST of, OnTheMarket Shares

 Scheme Record Time                                                              6.00 p.m. on 11 December 2023 ("D+2")

 Dealings in OnTheMarket Shares on AIM suspended                                 7.30 a.m. on 12 December 2023 ("D+3")

 Effective Date                                                                  12 December 2023 ("D+3")((6))

 Cancellation of admission to trading of OnTheMarket Shares                      at 7.00 a.m. on 13 December 2023 ("D+4")

 Latest date for despatch of cheques in respect of cash consideration and for    Within 14 days of the Effective Date
 settlement of cash consideration through CREST or other form of payment

 Long Stop Date                                                                  30 April 2024((7))

Notes:

(1)        It is requested that BLUE Forms of Instruction for use by
OnTheMarket Nominee Service Holders to instruct the OnTheMarket Nominee
Service Operator how to vote their OnTheMarket Shares at the Court Meeting
should be received by the OnTheMarket Nominee Service Operator by no later
than 10.00 a.m. on 29 November 2023 (or, if the Court Meeting is adjourned,
not later than 72 hours (excluding any part of a day that is not a Business
Day) before the time appointed for the holding of the adjourned meeting). It
is requested that YELLOW Forms of Instruction for use by OnTheMarket Nominee
Service Holders to instruct the OnTheMarket Nominee Service Operator how to
vote their OnTheMarket Shares at the General Meeting should be received by the
OnTheMarket Nominee Service Operator by no later than 10.15 a.m. on 29
November 2023 (or, if the General Meeting is adjourned, not later than 72
hours (excluding any part of a day that is not a Business Day) before the time
appointed for the holding of the adjourned meeting). BLUE Forms of Instruction
and YELLOW Forms of Instruction not lodged by the relevant times will be
invalid. Please see "Action to be taken" in the Scheme Document.

 

(2)        It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged before 10.00 a.m. on 30 November 2023 or, if the Court
Meeting is adjourned, not later than 48 hours (excluding any part of a day
that is not a Business Day) before the time appointed for the holding of the
adjourned meeting. BLUE Forms of Proxy not so lodged may be handed to the
Chair of the Court Meeting or Link Group on behalf of the Chair of the Court
Meeting before the start of the Court Meeting. YELLOW Forms of Proxy for the
General Meeting must be lodged not later than 10.15 a.m. on 30 November 2023
or, if the General Meeting is adjourned, not later than 48 hours (excluding
any part of a day that is not a Business Day) before the time appointed for
the holding of the adjourned meeting. YELLOW Forms of Proxy for the General
Meeting not lodged by this time will be invalid. Please see "Action to be
taken" in the Scheme Document.

 

(3)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned meeting will be
6.30 p.m. on the day which is two Business Days before the date of such
adjourned meeting.

 

(4)        To commence at 10.15 a.m. (or as soon as reasonably
practicable thereafter as the Court Meeting is concluded or adjourned).

 

(5)        These times and dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the Scheme and
the date on which the Conditions are satisfied or, if capable of waiver,
waived. The Effective Date is also dependent on when the Court Order
sanctioning the Scheme is delivered to the Registrar of Companies. OnTheMarket
will give notice of any change(s) by issuing an announcement through a
Regulatory Information Service and, if required by the Panel, post notice of
the change(s) to OnTheMarket Shareholders and persons with information rights.

 

(6)        This will be the date on which a copy of the Court Order is
delivered to the Registrar of Companies.

 

(7)        This is the latest date by which the Scheme may become
Effective unless CoStar UK and OnTheMarket agree, with the consent of the
Panel and (if required) the Court, a later date.

 

All times shown are London times unless otherwise stated. All dates and times
are based on OnTheMarket's and CoStar UK's current expectations and are
subject to change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to OnTheMarket
Shareholders by announcement through a Regulatory Information Service and by
posting notice of these dates on the following website:
https://plc.onthemarket.com/recommended-cash-acquisition/.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCVQLFBXFLZFBE