REG - OnTheMarket plc - Results of the Court Meeting and General Meeting

OnTheMarketAnnouncement

04/12/2023 16:30

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RNS Number : 6119V  OnTheMarket plc  04 December 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

4 December 2023

RECOMMENDED CASH ACQUISITION

of

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

by

COSTAR UK LIMITED ("CoStar UK"),

a wholly-owned, indirect subsidiary

of

COSTAR GROUP, INC. ("CoStar")

Results of the Court Meeting and the General Meeting

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
(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"), full details of which were sent, or made available, to the
shareholders of OnTheMarket in the circular dated 7 November 2023 (the "Scheme
Document").

Results of the Court Meeting and the General Meeting

The Board of OnTheMarket is pleased to announce that, at the Court Meeting and
General Meeting (together, the "Meetings") each held earlier today, the
requisite majority of Scheme Shareholders voted (either in person or by proxy)
to approve the Scheme at the Court Meeting and the requisite majority of
OnTheMarket Shareholders (either in person or by proxy) voted to pass the
Special Resolution (as defined below) in connection with the implementation of
the Scheme, including the amendment to OnTheMarket's articles of association,
at the General Meeting.

The Scheme was approved by 945 Scheme Shareholders, together representing
94.22 per cent. of Scheme Shareholders who voted (either in person or by
proxy) (see footnote ** to the table for the Court Meeting below) and 97.28
per cent. by value of those Scheme Shares voted.

The Special Resolution at the General meeting was approved by 97.89 per cent.
of OnTheMarket Shares voted (see footnote *** to the table for the General
Meeting below).

Overall, shares voted at the Court Meeting and General Meeting represented
66.04 per cent. and 62.89 per cent., respectively, of the issued share capital
of OnTheMarket.

The resolutions were therefore duly passed. Full details of the resolutions
passed are set out in the notice of the Court Meeting and the notice of the
General Meeting of OnTheMarket contained in Parts 9 and 10 of the Scheme
Document, respectively.

The total number of OnTheMarket Shares in issue at the Voting Record Time was
80,207,785. OnTheMarket does not hold any ordinary shares in treasury.
Therefore, the total voting rights in OnTheMarket at the Voting Record Time
were 80,207,785.

Voting results of the Court Meeting

The Court Meeting sought approval from holders of Scheme Shares for the
Scheme. Each Scheme Shareholder, present in person or by proxy, was entitled
to vote one Scheme Share held at the Voting Record Time and voting was by way
of a poll.

Details of the votes cast were as follows:

 Results of the Court Meeting  No. of Scheme Shareholders who voted**  %* of no. of Scheme Shareholders who voted**  No. of Scheme Shares voted  %* of Scheme Shares voted  No. of Scheme Shares voted as a %* of the issued ordinary capital eligible to
                                                                                                                                                                            be voted at the Court Meeting
 For***                        945                                     94.22                                         51,522,609                  97.28                      64.24
 Against                       58                                      5.78                                          1,442,929                   2.72                       1.80
 Total                         996                                     100                                           52,965,538                  100                        66.04

Notes:

* Rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column. In this instance, 7 Scheme Shareholders voted both "for" and "against"
and are therefore counted twice when calculating percentages, however, only
996 Scheme Shareholders voted in total.

*** Any proxy appointments which gave discretion to the Chair have been
included in the vote "For" total.

Voting results of the General Meeting

The General Meeting sought approval for a special resolution for the purpose
of giving effect to the Scheme and associated amendments to the articles of
association of the Company (the "Special Resolution"). A copy of the Special
Resolution passed at the General Meeting will shortly be available for
inspection on the OnTheMarket website at
https://plc.onthemarket.com/recommended-cash-acquisition/.

Each OnTheMarket Shareholder, present in person or by proxy, was entitled to
one vote per OnTheMarket Share held at the Voting Record Time and voting was
by way of a poll.

The Special Resolution was duly passed by the requisite majority.

Details of the votes cast were as follows:

 Results of the General Meeting  No. of OnTheMarket Shares voted  % of OnTheMarket Shares voted*  % of OnTheMarket Shares voted as a % of the total number of OnTheMarket Shares
                                                                                                  in issue*
 For**                           49,375,091                       97.89                           61.56
 Against                         1,066,434                        2.11                            1.33
 Withheld***                     1,007,172                        -                               -
 Total                           51,448,697                       100                             62.89

Notes:

* Rounded to two decimal places.

** Includes proxy appointments which gave discretion to the Chair of the
General Meeting.

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the Special Resolution.

Next steps and timetable

The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set
out in Part 3 of the Scheme Document) have been satisfied. The Acquisition
remains subject to the satisfaction or (where applicable) waiver of the
remaining Conditions as set out in Part 3 of the Scheme Document, including
(amongst other things) the sanction of the Scheme by the Court at the Sanction
Hearing and the delivery of a copy of the Court Order to the Registrar of
Companies.

The expected timetable of principal events for the implementation of the
Scheme is as set out below. The dates are indicative only and are subject to
change. The dates will depend, among other things, on the dates upon which:
(i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the
Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered
to the Registrar of Companies.

If any of the expected times and/or dates change, the revised times and/or
dates will be notified by OnTheMarket through a Regulatory Information
Service. Any revisions or changes to these dates and/or times will be notified
in the same way.

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document.

All references to times are to times in London unless otherwise stated.

 Event                                                                           Time and/or date
 Sanction Hearing (to sanction the Scheme)                                       7 December 2023
 Last day of dealings in, and for registration of transfers of, and disablement  11 December 2023
 in CREST of, OnTheMarket Shares

 Scheme Record Time                                                              6.00 p.m. on 11 December 2023
 Dealings in OnTheMarket Shares on AIM suspended                                 7.30 a.m. on 12 December 2023
 Effective Date                                                                  12 December 2023
 Cancellation of admission to trading of OnTheMarket Shares                      At 7.00 a.m. on 14 December 2023
 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((1))
 ((1)) 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.

 

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

 

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.

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 is being 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 contains the full
terms and conditions of the Acquisition. 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. 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 or
included in the Scheme Document has 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.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different paragraphs and tables may vary slightly and figures shown as totals
in certain paragraphs and tables may not be an arithmetic aggregation of the
figures that precede them.

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.

 

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