REG-Rightmove Plc: Statement re further proposal from REA

RightmoveAnnouncement

27/09/2024 14:45

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 THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

27 September 2024

 

Further proposal from REA

 

On 27 September 2024, the Board of Rightmove plc ("Rightmove" or the
"Company") received a fourth unsolicited, non-binding and highly conditional
proposal from REA Group Ltd ("REA") regarding a possible cash and share offer
to acquire the entire issued and to be issued ordinary share capital of
Rightmove (the "Latest Proposal").

 

Under the terms of the Latest Proposal, shareholders of Rightmove would
receive, for each Rightmove share:

 

-          346 pence in cash and 0.0417 new REA shares, which implies
an offer value of 775 pence based on the closing price of REA on 27 September
20241, and

-          a dividend of 6 pence in cash (in lieu of any final
dividend for the year ending 31 December 2024 to which Rightmove shareholders
would ordinarily be entitled).

 

As it has done throughout this process, the Board will consider the Latest
Proposal together with its financial advisers and, in the meantime,
shareholders are urged to take no action.

 

There can be no certainty that any offer will be made for the Company nor as
to the terms on which any offer may be made.

 

Any offer for Rightmove is governed by the City Code on Takeovers and Mergers
(the "Code"). Under Rule 2.6(a) of the Code, REA must, by not later than 5.00
p.m. on 30 September 2024, 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, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This deadline can be
extended with the consent of the Panel in accordance with Rule 2.6(c) of the
Code.

 

This announcement has been made without the consent of REA.

 

Enquiries:

 

 Rightmove Investor Relations                                                                                                                                                                      Investor.Relations@rightmove.co.uk                                 
 UBS AG London Branch (Joint Financial Adviser and Sole Corporate Broker to Rightmove) Craig Calvert Christian Lesueur Gaurav Banerjee Meera Sheth                                                 +44 (0)20 7567 8000                                                
 Morgan Stanley (Joint Financial Adviser to Rightmove) Laurence Hopkins Dominique Cahu Ben Grindley Nagib Ahmad  Sodali & Co (Financial Communications)  Elly Williamson Rob Greening Jane Glover  +44 (0)20 7425 8000       +44 207 250 1446 / rightmove@sodali.com  

 
1. Based on GBP:AUD FX rate of 1.946 as at 27 September 2024
 

Linklaters LLP is acting as legal adviser to Rightmove.

 

Important notices relating to financial advisers

 

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS is acting exclusively as financial
adviser to Rightmove and no one else in connection with the matters described
in this Announcement. In connection with such matters, UBS, its affiliates and
their respective directors, officers, employees and agents will not regard any
other person as their client, nor will they be responsible to any other person
for providing the protections afforded to their clients or for providing
advice in relation to this Announcement or any other matter referred to
herein.

 

Morgan Stanley & Co. International plc ("Morgan Stanley") is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the PRA and the
Financial Conduct Authority ("FCA") in the United Kingdom, and is acting as
financial adviser for Rightmove and for no one else in connection with the
possible offer and will not be responsible to anyone other than Rightmove for
providing the protections afforded to its clients or for providing advice in
relation to the possible offer, the contents of this announcement or any other
matters referred to in this announcement.

 

Publication on Website

 

A copy of this announcement will be made available subject to certain
restrictions relating to persons resident in restricted jurisdictions on
Rightmove's website at plc.rightmove.co.uk by no later than 12 noon London
time on the business day following this announcement.



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