REG - OnTheMarket plc - Scheme of arrangement becomes effective

OnTheMarketAnnouncement

12/12/2023 12:00

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RNS Number : 5125W  OnTheMarket plc  12 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

12 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")

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

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 was 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").

 

On 4 December 2023, the Scheme was approved by the requisite majorities of
Scheme Shareholders at the Court Meeting and the Special Resolution in
connection with the implementation of the Scheme was passed by the requisite
majority of OnTheMarket Shareholders at the General Meeting.

 

On 7 December 2023, the Boards of OnTheMarket and CoStar UK announced, amongst
other things, that the Court had sanctioned the Scheme on 7 December 2023.

 

The Boards of OnTheMarket and CoStar UK are pleased to announce that the
Scheme has today become Effective in accordance with its terms, following
delivery of the Court Order to the Registrar of Companies, and the entire
issued and to be issued ordinary share capital of OnTheMarket is now owned by
CoStar UK.

 

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

 

All references in this announcement to times are to times in London, unless
otherwise stated.

 

Settlement

 

Under the terms of the Scheme, Scheme Shareholders on the register of members
of OnTheMarket at the Scheme Record Time, being 6.00 p.m. on 11 December 2023,
are entitled to receive 110 pence in cash for every Scheme Share held. Cheques
will be dispatched to Scheme Shareholders holding Scheme Shares in
certificated form and the CREST accounts of Scheme Shareholders holding Scheme
Shares in uncertificated form will be credited within 14 days of today's date.

 

Board changes

 

As the Scheme has now become Effective, OnTheMarket announces that Christopher
Bell, Ian Francis and Rupert Sebag-Montefiore have tendered their resignations
as directors of the Company and have stepped down from the board of the
Company effective from today's date. In addition, Jason Tebb, Helen Whiteley
and Tom Carter have also resigned as directors of the Company and stepped down
from the board of the Company effective from today's date but will continue to
be employed by the Company in their current management positions and Scott
Wheeler, Catherine Bland, Matthew Green and Robin Rossmann have been appointed
as directors of the Company effective from today's date.

 

Suspension and cancellation of trading

 

Trading in OnTheMarket Shares on AIM was suspended with effect from 7.30 a.m.
today, 12 December 2023. Following the application by OnTheMarket to the
London Stock Exchange, the cancellation of admission to trading of OnTheMarket
Shares on AIM is expected to be effective as of 7.00 a.m. on 14 December 2023.

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 has been implemented solely through and on the
terms set out in the Scheme Document and the accompanying Forms of Proxy,
which contained the full terms and conditions of 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 was subject to the applicable
requirements of the Code, the Takeover Panel, the London Stock Exchange
(including the AIM Rules) and the FCA.

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.

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 was 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.

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
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.

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.

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