REG-Rightmove Plc: Statement re Rejection of possible offer following engagement with REA

RightmoveAnnouncement

30/09/2024 08:00

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

30 September 2024

 

Rejection of Possible Offer Following Engagement with REA

 

As previously announced, the Board of Rightmove plc ("Rightmove" or the
"Company") received a fourth proposal from REA Group Ltd ("REA") on 27
September 2024 (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 780 pence based on the closing price of REA on 30 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).

 

The Latest Proposal adds 5p in cash (excluding the dividend referred to above)
and 5p in REA shares, implying an additional 10p in value (or 1.3%) when
compared to the third proposal recently made by REA. The third proposal was
rejected by the Rightmove Board on 24 September 2024, on the basis that it
materially undervalued Rightmove and its future prospects.

 

The Board of Rightmove has fully reviewed the Latest Proposal with its
financial and legal advisers. The Board has taken into consideration the views
of its shareholders and also considered the representations from the Chair and
management team of REA, as detailed below. The Board has concluded that the
Latest Proposal remains unattractive and continues to materially undervalue
Rightmove and its future prospects and that the Board cannot recommend the
Latest Proposal to Rightmove shareholders.

 

Accordingly, the Board has unanimously rejected the Latest Proposal.

 

Since the commencement of the offer period on 2 September 2024, the Rightmove
Board, together with its financial and legal advisers, has carefully
considered the terms of each proposal put forward by REA. The Board's
deliberations have taken into consideration, inter alia, the implied value
proposition of these proposals for Rightmove shareholders and the mix of cash
and REA shares being proposed. The Board's assessment of each proposal has
centred on a comparison of the implied value of the proposal with its own view
of the standalone value and future prospects of Rightmove.

 

The Board has also consulted with and taken into consideration the views
expressed to it from across the full spectrum of its shareholder base.
Throughout this process, the Board has remained focussed on the best interests
of shareholders as a whole, with a view to following a course of action which,
in its judgement, will promote the success of Rightmove and maximise
shareholder value in the medium to long term.

 

The Board has unanimously concluded that the Latest Proposal is unattractive
and materially undervalues Rightmove. The Board has concluded that shareholder
interests would be better served through the execution of Rightmove's
standalone strategic plan, with the multiple paths for long-term value
creation which were laid out at the Capital Markets Day in November 2023.

 

The Rightmove and REA teams have known one another for many years, and have
had numerous interactions, including discussions around strategy and best
practice as recently as June.  Rightmove has taken every phone call that REA
has made since its interest was first made public, with a level of engagement
which in Rightmove's view is customary and appropriate in the context of an
unsolicited and unilateral series of approaches, made to a UK listed company,
where the possible offeror is taking an incremental and iterative approach to
price discovery.  

 

Following the receipt of the Latest Proposal, Rightmove's Chair, Andrew
Fisher, agreed to meet with Hamish McLennan, the Chair of REA. The purpose of
this in-person meeting was to allow the Chair of REA an opportunity to present
the Latest Proposal and engage in discussions with the Chair of Rightmove,
ensuring that the Rightmove Board was fully appraised of all information of
relevance to its ongoing deliberations.  In addition, at REA's request, there
was a further meeting including members of the executive teams of both
companies. No information was presented in either meeting which was materially
new or different to the information which has been previously presented
publicly by REA.  Furthermore, nothing was presented in either meeting which
materially changed the Board's view of the Latest Proposal. In addition, the
meetings confirmed Rightmove's confidence in its current strategy and
execution within a UK context. 

 

During these discussions REA requested an extension to the Put Up or Shut Up
deadline and access to due diligence information, to allow it to consider a
potential fifth proposal. 

 

The Board considers that the considerable information on Rightmove's business,
strategy and financial results in the public domain, existing knowledge of
Rightmove within REA, and Rightmove's numerous engagements with REA, should be
sufficient for REA to put forward a proposal capable of recommendation, within
the 28-day period set out under the UK Takeover Code.  The Put Up or Shut Up
framework is designed to protect offeree companies from being subjected to an
unnecessarily prolonged period of uncertainty cause by an offer period.  

 

The Board has declined requests from REA to grant due diligence access as none
of REA's proposals received to date has been at a sufficient level to grant
such access.  Without a compelling proposal, it would not be appropriate or
in the best interests of Rightmove or its shareholders to provide confidential
and commercially sensitive information to REA.

 

The Board remains confident in Rightmove's standalone prospects, as the clear
leader in the UK property ecosystem, with momentum building towards its 2028
goals, as set out in the recent Capital Markets Day.

 

Rightmove, the UK's No.1 property platform for the last c.25 years, has an
exciting strategy to drive long-term growth and returns. Rightmove is well
positioned to drive digitisation through the entire transaction chain, powered
by unrivalled market data and insights. Over 80% of traffic comes to
Rightmove's platform direct and it benefits from more than 80% of share of
time spent by customers on property portals.

 

Rightmove has significant technology capabilities, and is well placed to
continue to innovate. With investment in technology and AI-enabled product
teams, Rightmove has delivered 55% more technical releases in 2024
year-to-date compared to the equivalent period in 2023. Rightmove also
benefits from the UK's largest, first party dataset of listings, lead
generation and consumer interactions.

 

Andrew Fisher, Chair, commented:

 

"We respect REA and the success they have achieved in their domestic market.
However, we remain confident in the standalone future of Rightmove. Rightmove
has been the leading operator in the UK for over 20 years, and it has
differentiated market presence, branding and technology, and very significant
opportunities for future growth.

 

"The last few weeks have been very disruptive, as well as unsettling for our
colleagues.  To the extent REA wants to put forward a further proposal, I
urge them to submit a best and final proposal ahead of today's 5pm PUSU
deadline such that we can bring certainty to this process.

 

"Our world-class team is executing against our strategic plan, and continuing
to drive innovation and accelerate growth to deliver compelling shareholder
value."

 

This announcement is being made without the agreement or approval of REA.
There can be no certainty that any offer will be made 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 Takeover Panel in accordance with Rule 2.6(c)
of the Code.

 

A further update will be provided as and when appropriate.

 

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 AUD:GBP FX rate of 1.9311 as at 7:00am UK time on 30 September
2024.
 

Linklaters LLP is acting as legal adviser to Rightmove.

 

The person responsible for arranging the release of this announcement on
behalf of Rightmove is Carolyn Pollard, Company Secretary.

 

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 1 October 2024.

 

 



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