Statement re: further increased possible offer for Rightmove plc

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

23 September 2024

Further Possible Offer for Rightmove

The Board of Rightmove plc ("Rightmove" or the "Company") notes the announcement from REA Group Ltd ("REA") earlier today and confirms that it received a third unsolicited, non-binding and highly conditional proposal from REA regarding a possible cash and share offer to acquire the entire issued and to be issued ordinary share capital of Rightmove (the "Increased Proposal").

This third non-binding proposal was 341 pence in cash and 0.0422 new REA shares for each Rightmove ordinary share. Based on the closing price of REA on 23 September 20241, this revised proposal implied an offer value of 761 pence.

This follows a second proposal of 341 pence in cash and 0.04 new REA shares for each Rightmove ordinary share which was rejected by the Rightmove Board on 18 September 2024. The Board will carefully consider the Increased Proposal, together with its financial advisers.

Andrew Fisher, Chair, commented:

"Rightmove is an exceptional company with a very clear strategy, a consistent track record of delivery and a strong management team. The Board is confident in the Company's short and long term prospects, and sees a long runway for continued shareholder value creation.

"Based on the implied value and structure of REA's first and second indicative non-binding proposals, we considered these proposals to be uncertain, highly opportunistic and unattractive. Accordingly, the Board unanimously rejected them.

"The Board will continue to act on behalf of our shareholders and respond to the most recent proposal in due course."

Rightmove shareholders should take no action in respect of the Increased Proposal.

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 [e-mail]
UBS AG London Branch (Joint Financial Adviser and Sole Corporate Broker to Rightmove) Craig Calvert Christian Lesueur Gaurav Banerjee Meera Sheth	[phone]
Morgan Stanley (Joint Financial Adviser to Rightmove) Laurence Hopkins Dominique Cahu Ben Grindley Nagib Ahmad Sodali & Co (Financial Communications)     Elly Williamson Rob Greening Elizabeth Kittle	[phone] [phone] / [e-mail]

1. Based on GBP:AUD FX rate of 0.5125 as at 23 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.

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 24 September 2024.

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