REG - REA Group Ltd Rightmove Plc - Statement Regarding Rightmove plc

RightmoveAnnouncement

02/09/2024 07:00

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RNS Number : 4806C  REA Group Ltd  02 September 2024

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

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE
UNITED KINGDOM'S CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT
CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON
WHICH ANY FIRM OFFER MIGHT BE MADE.

For immediate release

2 September 2024

REA Group Ltd ("REA")

 

Statement Regarding Rightmove plc

 

Further to press speculation in relation to a possible offer by REA for London
Stock Exchange listed Rightmove plc ("Rightmove"), REA confirms that it is
considering a possible cash and share offer for the entire issued and to be
issued share capital of Rightmove. REA has not approached, nor had any
discussions with, Rightmove regarding any potential offer, and makes this
announcement in accordance with the requirements of the Code.

The REA Board believes that there are clear similarities between REA and
Rightmove in terms of their leading market positions in the core residential
business, continued expansion and innovation of offerings across adjacent
segments, leading audience share and strong brand awareness, as well as highly
aligned cultural values.

REA sees a transformational opportunity to apply its globally leading
capabilities and expertise to enhance customer and consumer value across the
combined portfolio and to create a global and diversified digital property
company, with number 1 positions in Australia and the UK.

The REA Board believes the enlarged group would represent a highly attractive
investment opportunity for both REA and Rightmove shareholders, combining
robust growth with strong margins and significant cash generation, enabling
continued capital appreciation and shareholder returns. REA therefore
considers that a combination of the two businesses would provide a significant
opportunity to unlock shareholder value.

REA has a long history of growth and has demonstrated a track record of
building businesses over decades to create globally leading platforms that
have transformed the way people experience property. With an acquisition of
Rightmove, REA would look to enhance the UK property experience for buyers,
sellers and renters, supporting Rightmove's vision "to give everyone the
belief they can make their move" while positively contributing to the property
market ecosystem with investment and innovation.

There can be no certainty that an offer will be made, nor as to the terms on
which any offer may be made. REA shareholders do not need to take any action
at this time.

Rule 2.6(a) of the Code requires that REA must, by no later than 5.00 p.m.
(London time) on 30 September 2024, being the 28th day following the date of
this announcement, either announce a firm intention to make an offer for
Rightmove in accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer for Rightmove, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Takeover Panel, in accordance
with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the Code, REA reserves the right to
introduce other forms of consideration and / or vary the mix or composition of
consideration of any offer.

In the interests of secrecy prior to this announcement, REA has not made any
enquiries of certain parties who may be deemed by the Takeover Panel to be
acting in concert with REA in order to determine whether REA would be obliged
to offer any minimum level, or particular form, of consideration under Rule 6
or Rule 11 of the Code. Enquiries of such parties will be made as soon as
practicable following the date of this announcement and any disclosure in
respect of such parties will be made in a further announcement.

A further announcement will be made in due course.

The release of this announcement was authorised by the Disclosure Committee

 

Enquiries:

 

REA Group Ltd
Investors:
            REA Group Ltd Media:

Alice
Bennett
            Angus Urquhart

Executive Manager Investor Relations
            General Manager Corporate Affairs

P: +61 409 037
726
            P: + 61 437 518 713

E:
ir@rea-group.com
            E: angus.urquhart@rea-group.com

 

 Deutsche Bank (Financial Adviser to REA)

 Gavin Deane        +44 (0) 207 260 1000

 Oliver Ives

 Jennifer Conway

Important notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom and Australia may be restricted by laws of the
relevant jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Notice to US Rightmove shareholders

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, REA or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Rightmove
shares outside the United States, other than pursuant to an offer, before or
during the period in which an offer, if made, remains open for acceptance.
Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Deutsche Bank
will continue to act as an exempt principal trader in Rightmove shares on the
London Stock Exchange. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the United
Kingdom, will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website, www.londonstockexchange.com
(http://www.londonstockexchange.com) .

 

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, REA confirms that it has in issue
132,117,217 ordinary shares of no par value. The ISIN for the shares is
AU000000REA9.

 

Disclaimer

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main,
Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108,
53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
With respect to activities undertaken in the United Kingdom, Deutsche Bank AG
is authorised by the Prudential Regulation Authority. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request.

Deutsche Bank AG, acting through its London branch ("Deutsche Bank") is acting
as financial adviser to REA and no-one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than REA for providing the protections afforded to clients of Deutsche Bank,
nor for providing advice in connection with the subject matter of this
announcement or any other matter referred to in this announcement.

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (i) the offeree company
and (ii) 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
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day 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%
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 (i) the offeree company and
(ii) any securities exchange offeror(s), 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 (London
time) on the business day 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 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 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.

 

 

 

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available, subject to certain restrictions relating to persons resident in
restricted jurisdictions, on REA's website at www.rea-group.com.au
(http://www.rea-group.com.au) by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into, and does
not form part of, this announcement.

 

About REA Group Ltd (www.rea-group.com (http://www.rea-group.com/) )

REA Group Ltd ACN 068 349 066 (ASX:REA) ("REA Group"), which is listed on the
Australian Securities Exchange, is a multinational digital advertising
business specialising in property. REA Group operates Australia's leading
residential and commercial property websites - realestate.com.au
(http://www.realestate.com.au/) and realcommercial.com.au
(http://www.realcommercial.com.au/) - as well as the leading website dedicated
to share property, Flatmates.com.au (http://www.flatmates.com.au/) and
property research website, property.com.au. REA Group owns Mortgage Choice Pty
Ltd (https://www.mortgagechoice.com.au/) , an Australian mortgage broking
franchise group, PropTrack Pty Ltd (https://www.proptrack.com/) , a leading
provider of property data services, Campaign Agent Pty Ltd
(https://campaignagent.com.au/) , Australia's leading provider in vendor paid
advertising and home preparation finance solutions for the Australian real
estate market and Realtair Pty Ltd (https://realtair.com/) , a digital
platform providing end-to-end technology solutions for the real estate
transaction process. In Australia, REA Group holds strategic investments in
Simpology Pty Ltd, (https://simpology.com.au/home) a leading provider of
mortgage application and e-lodgement solutions for the broking and lending
industries and Arealytics, a provider of commercial real estate information
and technology in Australia. Internationally, REA Group holds a controlling
interest in REA India Pte. Ltd. operator of established brands Housing.com
(https://housing.com/) and PropTiger.com (https://www.proptiger.com/) . REA
Group also holds a significant minority shareholding in Move, Inc.,
(https://www.move.com/) operator of realtor.com in the US, the PropertyGuru
Group (https://www.propertygurugroup.com/) , operator of leading property
sites in Malaysia, Singapore, Thailand and Vietnam and Easiloan, a technology
platform for end-to-end digital processing of home loans in India.

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