Scheme of arrangement becomes effective

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 Jason Tebb Tom Carter	Tel: [phone]
Zeus (Rule 3 adviser, joint financial adviser, nominated adviser and joint corporate broker to OnTheMarket) Jamie Peel Benjamin Robertson James Hornigold	Tel: [phone]
Shore Capital (joint financial adviser and joint corporate broker to OnTheMarket) Daniel Bush Fiona Conroy Iain Sexton	Tel: [phone]
Teneo (PR adviser to OnTheMarket) Giles Kernick Barnaby Harrison	Tel: [phone]
CoStar and CoStar UK Scott Wheeler Cyndi Eakin Gene Boxer	Tel: [phone]
Goldman Sachs (sole financial adviser to CoStar and CoStar UK) Barry O'Brien Warren Stables Tim Creamer	Tel: [phone] Tel: [phone] Tel: [phone]
FGS Global (PR adviser to CoStar and CoStar UK) James Murgatroyd Gordon Simpson	Tel: [phone]

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 [phone] 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 [e-mail]. 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.

 

END