Offer for OnTheMarket plc

CoStar Group, Inc.

19 October 2023

 

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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 October 2023

RECOMMENDED ACQUISITION

of

ONTHEMARKET PLC

by

COSTAR UK LIMITED

(a wholly-owned indirect subsidiary of CoStar Group, Inc.)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary

·          The board of directors of CoStar UK Limited ("Bidco"), a wholly-owned indirect subsidiary of CoStar Group, Inc. ("CoStar"), and the board of directors of OnTheMarket plc ("OnTheMarket") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of OnTheMarket (the "Acquisition").

·          Under the terms of the Acquisition, each OnTheMarket Shareholder will be entitled to receive:

110 pence in cash for each OnTheMarket Share held

·          The Acquisition values the entire issued and to be issued ordinary share capital of OnTheMarket at approximately £99 million and represents a premium of approximately:

-           56.0 per cent. to the Closing Price of 70.50 pence per OnTheMarket Share on 18 October 2023 (being the last Business Day prior to the Announcement Date (the "Last Practicable Date"));

-           93.7 per cent. to 56.79 pence, being the three-month Volume Weighted Average Price to the Last Practicable Date; and

-           37.5 per cent. to 80.00 pence, being the 52 week high Closing Price per OnTheMarket Share to the Last Practicable Date.

·          At the Announcement Date, the Acquisition has the support of 29.51 per cent. of OnTheMarket's share capital, which includes its six largest shareholders as further detailed below.

·          The terms of OnTheMarket Agent Share Incentive Listing Contracts contain discretionary equity incentive terms, which shall continue to be honoured following the Acquisition becoming Effective with a cash payment in lieu of discretionary equity issuance. It is expected that discretion to issue incentive awards under such contracts will be exercised in line with past practice. Following completion of the Acquisition, any OnTheMarket Shares which are issued at the discretion of OnTheMarket pursuant to the terms of the OnTheMarket Agent Share Incentive Listing Contracts will be automatically transferred to Bidco under the terms of the Amended OnTheMarket Articles, in consideration for, and conditional on, the payment to such agent of an amount in cash equal to the consideration that the agent would have been entitled to under the Acquisition had such share been a Scheme Share.

Background to and reasons for the Acquisition

·          Bidco and CoStar believe that the Acquisition represents an attractive strategic entry point for CoStar into the UK residential property market. CoStar has invested billions of dollars into building the world's leading online property marketplaces, generating hundreds of millions of leads, resulting in millions of successful commercial and residential property transactions for its clients. CoStar's websites attracted approximately 280 million visits in September 2023, and include Homes.com, the agent-friendly, second largest and fastest growing residential marketplace in the United States.

·          OnTheMarket is an asset with an established and differentiated position within the UK market. Its digital platform has strong customer relationships and robust traffic flow that will allow CoStar to continue to accelerate its own international expansion efforts across the UK and Europe.

·          OnTheMarket's founding and continued ownership by estate agents - its customers - has developed a loyal, recurring base of agents that list on the platform. This has led its advertiser count to nearly triple from approximately 4,600 in 2015 to over 13,000 today. Strong agent relationships and listings attract serious property seekers, with OnTheMarket delivering a 6.8 per cent. conversion ratio of leads to website visitors.

·          OnTheMarket's network of property professionals and breadth of advertiser relationships provide a strong foundation to compete with the dominant UK property portals and support the growth of its related software solutions and data insights. Whilst currently garnering under 10 per cent. of wallet share in its defined digital portals space, OnTheMarket has a much larger portion of listings and market coverage than its market share and financial footprint suggest.

·          The combination of OnTheMarket's large network of agents and access to listings with CoStar's fortress balance sheet and strengths as a leasing commercial property site and the strength of the platform of Homes.com, the leading US residential portal, seeks to create the number one agent-friendly UK residential property portal and a genuine disruptor to the established market leaders. The Acquisition will be an important step in the expansion of CoStar's Homes.com residential network not only in the UK, but across Europe.

Recommendation

·    The OnTheMarket Directors, who have been so advised by Zeus as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the OnTheMarket Directors, Zeus has taken into account the commercial assessments of the OnTheMarket Directors. Zeus is providing independent financial advice to the OnTheMarket Directors for the purposes of Rule 3 of the Code.

·    Accordingly, the OnTheMarket Directors intend to recommend unanimously that Scheme Shareholders vote (or procure the voting) in favour of the Scheme at the Court Meeting and that OnTheMarket Shareholders vote (or procure the voting) in favour of the Resolution(s) at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as each OnTheMarket Director holding OnTheMarket Shares has irrevocably undertaken to do in respect of their own beneficial holdings, amounting, in aggregate, to 185,625 OnTheMarket Shares (representing, in aggregate, approximately 0.23 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

OnTheMarket Shareholder support: Irrevocable undertakings and letters of intent

·    In addition to the irrevocable undertakings from the OnTheMarket Directors referred to above, Bidco has also received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and Resolution(s) at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) from Downing, Harwood, Jason Walker and Spicerhaart Group Limited in respect of 15,598,651 OnTheMarket Shares (representing, in aggregate, approximately 19.45 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

·    In addition to the irrevocable undertakings from the OnTheMarket Directors and the irrevocable undertakings referred to above, Bidco has received letters of intent to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) from Herald Investment Management Limited and Schroder Investment Management Limited in respect of 7,881,646 OnTheMarket Shares (representing, in aggregate, approximately 9.83 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

·    In total therefore, Bidco has received irrevocable undertakings and letters of intent in respect of 23,665,922 OnTheMarket Shares (representing, in aggregate, approximately 29.51 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

·    CoStar and OnTheMarket are pleased to confirm that this includes irrevocable undertakings and letters of intent from each of OnTheMarket's six largest shareholders.

·    Full details of the irrevocable undertakings and letters of intent received by Bidco are set out in Appendix III to this Announcement.

Information on OnTheMarket

·          OnTheMarket (AIM: OTMP) is a leading UK residential property portal provider, admitted to trading on AIM.

·          It has extensive knowledge of, and expertise in, the UK residential property market and is the operator of the OnTheMarket.com property portal.

·          Since 2015, OnTheMarket has been working to disrupt the market with its unique agent-friendly model. The OnTheMarket.com property portal has seen rapid growth and OnTheMarket has expanded its base of estate and letting agents.

·          OnTheMarket's objective is to create value for shareholders and property advertiser customers by delivering an agent-backed, tech-enabled portal, offering a first-class service to agents and new homes developers at fair and sustainable prices, with the mission to become the go-to portal for serious property seekers. It is currently the third most visited residential property portal in the United Kingdom.

·          OnTheMarket's website and apps provide potential buyers, sellers, landlords and tenants with a differentiated and innovative property search experience. Its service concentrates on presenting hundreds of thousands of homes for sale or rent, from thousands of estate and letting agents or new home developers at all price points across the UK. Its search services include Farms, Estates and Land, Student, Commercial, Overseas and Retirement.

·          OnTheMarket also aims to support its agents in providing a superior service to their clients by providing a number of value-adding services to increase the profitability of their own businesses. Many agent customers choose to launch thousands of their newly instructed UK residential properties exclusively with OnTheMarket first, 24 hours or more ahead of advertising them on other property portals, and these are prominently featured as 'Only With Us'.

Information on Bidco and CoStar

·          Bidco is a private limited company incorporated in England and Wales and is an indirect wholly-owned subsidiary of CoStar. Bidco is the primary operating and contracting entity for CoStar's business outside the United States. Further details in relation to Bidco will be contained in the Scheme Document.

·          CoStar (NASDAQ: CSGP) is a leading provider of online real estate marketplaces, information and analytics in the property markets. Founded in 1987, CoStar conducts expansive, ongoing research to produce and maintain the largest and most comprehensive database of real estate information. CoStar has invested billions of dollars into building the world's leading online property marketplaces, generating hundreds of millions of leads resulting in millions of successful commercial and residential property transactions for its clients. CoStar's websites attracted approximately 280 million visits in September 2023, and include Homes.com, the agent-friendly, second largest and fastest growing residential marketplace in the United States. CoStar's brands also include LoopNet.com, the number one commercial property marketplace and Apartments.com, the number one apartment marketing site in the United States.

·          Headquartered in Washington, DC, CoStar maintains offices throughout the United States, Europe, Canada and Asia with aover 5,600 employees globally. CoStar is listed on the NASDAQ with a market capitalisation of approximately $33 billion and is a member of the NASDAQ 100 and S&P 500.

·          CoStar has a long-standing presence and history of investment in the United Kingdom and has recently expanded further through the launch of LoopNet, the world's largest commercial property marketplace, in the UK market. Additionally, through its investments in BureauxLocaux and Business Immo in France, Thomas Daily in Germany and Belbex in Spain, CoStar is rapidly growing its presence in continental Europe.

General

·          If any dividend and/or distribution and/or other return of capital or value is authorised, announced, declared, made or paid or becomes payable in respect of the OnTheMarket Shares on or after the Announcement Date and with a record date prior to the Effective Date, Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of each OnTheMarket Share by the aggregate amount of all or part of any such dividend and/or other distribution and/or other return of capital or value, except where OnTheMarket Shares are or will be acquired pursuant to the Acquisition on a basis which entitles Bidco to receive such dividend and/or other distribution and/or other return of capital or value, provided that, to the extent such dividend and/or other distribution and/or other return of capital or value is cancelled, the consideration shall not be subject to change. If Bidco exercises its right or makes such a reduction in respect of a dividend and/or other distribution and/or other return of capital or value, OnTheMarket Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or other return of capital or value.

·          It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, with the consent of the Takeover Panel). The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of OnTheMarket.

·          The Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Conditions include:

·          the approval by a majority in number of Scheme Shareholders present, entitled to vote and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted;

·          the approval of the Resolution(s) by the requisite majority or majorities of OnTheMarket Shareholders at the General Meeting;

·          the sanction of the Scheme by the Court; and

·          the Scheme becoming Effective by no later than the Long Stop Date.

·          It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with associated Forms of Proxy, will be published within 28 days of this Announcement (or such later time as may be agreed by the Takeover Panel) and the Court Meeting and the General Meeting are each expected to be held as soon as possible thereafter, giving the required notice for such meetings.

·          The Scheme is currently expected to become Effective during Q4 2023, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, Andy Florance, Founder and Chief Executive Officer of CoStar, said:

"We believe the acquisition of OnTheMarket represents an attractive and efficient entry point for CoStar into the estimated £8 trillion United Kingdom residential property market. We are excited to welcome the OnTheMarket team to the CoStar family.

OnTheMarket was founded by agents with the mission to provide a competitive alternative to the existing property portals in the United Kingdom. OnTheMarket has successfully developed a large network of agents and access to property listings by taking an agent-friendly approach and providing high intent leads at a fraction of the cost of the dominant players in the market.

CoStar has a strong track record of acquiring, investing in and building online property marketplaces into leading positions, including LoopNet, Apartments.com, and most recently Homes.com. With Homes.com online traffic of approximately six million monthly unique visitors at acquisition, we invested aggressively in content, technology and marketing and, in the past year, monthly unique visitors have surged more than 1,200 per cent. to reach over 100 million monthly unique visitors in September 2023 according to Google Analytics, generating millions of leads directly to agents.

We are excited to combine CoStar's resources and leading marketplace experience with OnTheMarket's agent-focused culture to create a leading player in the United Kingdom marketplace and provide increased choice and higher quality offerings for consumers."

Commenting on the Acquisition, Chris Bell, Chairman of OnTheMarket, said:

"Since being formed in 2013, OnTheMarket has achieved its founding mission by building a market-leading property portal committed to agents, while at the same time developing into a differentiated, technology-enabled property business. The offer from CoStar recognises the quality of OnTheMarket and the significant potential of the business, while offering shareholders an attractive opportunity to realise their investment at a substantial premium to the prevailing share price."

Commenting on the Acquisition, Jason Tebb, Chief Executive Officer of OnTheMarket, said:

"From a position of strength, partnering with CoStar will significantly accelerate our strategy with the clear target of becoming the market leader, whilst staying committed to fair and sustainable pricing. CoStar will bring industry-leading global expertise and significant financial firepower to invest in OnTheMarket, allowing us to accelerate our transformation of the sector. We have strong shared values in our commitment to agents who we believe will benefit from unparalleled value and greater opportunities to enhance their businesses."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

CoStar and Bidco Scott Wheeler Cyndi Eakin Gene Boxer	Tel: [phone]
Goldman Sachs (sole financial adviser to CoStar and Bidco) Barry O'Brien Warren Stables Tim Creamer	Tel: [phone] Tel: [phone] Tel: [phone]
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]

Latham & Watkins (London) LLP is retained as legal adviser to CoStar and Bidco.

Eversheds Sutherland (International) LLP is retained as legal adviser to OnTheMarket.

Important notices

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 Bidco 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 Bidco 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.

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.

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 will be implemented solely through and on the terms set out in the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document and form of acceptance), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme, or to accept the Takeover Offer. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). OnTheMarket Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

This Announcement does not constitute a prospectus or prospectus exempted document.

The statements contained in this Announcement are made as at the Announcement Date, 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their OnTheMarket Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their OnTheMarket Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. The Acquisition will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange (including the AIM Rules) and the FCA.

Unless otherwise determined by CoStar and/or Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may vote in favour of the Scheme, and any Takeover Offer will not be capable of acceptance, by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, 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.

In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.

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 is 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.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else.

In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidco and/or such affiliated companies may make certain purchases of, or arrangements to purchase, OnTheMarket Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

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 and to be included in the Scheme Document has been, or will have 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 will be contained in the Scheme Document.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to OnTheMarket, Bidco 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, Bidco 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, Bidco 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, Bidco 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, Bidco 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.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for CoStar, Bidco or OnTheMarket in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per OnTheMarket Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per OnTheMarket Share.

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 Announcement Date. 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. For persons who receive a copy of this Announcement in electronic form or via a website notification, 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.

Electronic communications - information for OnTheMarket Shareholders

Please be aware that addresses, electronic addresses and certain information provided by OnTheMarket Shareholders, persons with information rights and other relevant persons for the receipt of communications from OnTheMarket may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different paragraphs and/or tables may vary slightly and figures shown as totals in certain paragraphs and/or tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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: (a) the offeree company; and (b) 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 on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) 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 per cent. 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: (a) the offeree company; and (b) any securities exchange offeror, 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 on the Business Day (as defined in the Code) 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 Takeover 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 Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, OnTheMarket confirms that, as at the Announcement Date, it had in issue 80,207,785 OnTheMarket Shares. No OnTheMarket Shares are held in treasury. The ISIN for the OnTheMarket Shares is GB00BFN3K335.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 October 2023

RECOMMENDED ACQUISITION

of

ONTHEMARKET PLC

by

COSTAR UK LIMITED

 (a wholly-owned indirect subsidiary of CoStar Group, Inc.)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1.            Introduction

The board of directors of CoStar UK Limited ("Bidco"), a wholly-owned indirect subsidiary of CoStar Group, Inc. ("CoStar"), and the board of directors of OnTheMarket plc ("OnTheMarket") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of OnTheMarket (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, with the consent of the Takeover Panel).

2.            The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each OnTheMarket Shareholder will be entitled to receive:

110 pence in cash for each OnTheMarket Share held

The Acquisition values the entire issued and to be issued ordinary share capital of OnTheMarket at approximately £99 million and represents a premium of approximately:

·          56.0 per cent. to the Closing Price of 70.50 pence per OnTheMarket Share on 18 October 2023 (being the Last Practicable Date);

·          93.7 per cent. to 56.79 pence, being the three-month Volume Weighted Average Price to the Last Practicable Date; and

·          37.5 per cent. to 80.00 pence, being the 52 week high Closing Price per OnTheMarket Share to the Last Practicable Date.

3.            Dividends

If any dividend and/or distribution and/or other return of capital or value is authorised, announced, declared, made or paid or becomes payable in respect of the OnTheMarket Shares on or after the Announcement Date and with a record date prior to the Effective Date, Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of each OnTheMarket Share by the aggregate amount of all or part of any such dividend and/or other distribution and/or other return of capital or value, except where OnTheMarket Shares are or will be acquired pursuant to the Acquisition on a basis which entitles Bidco to receive such dividend and/or other distribution and/or other return of capital or value, provided that, to the extent such dividend and/or other distribution and/or other return of capital or value is cancelled, the consideration shall not be subject to change. If Bidco exercises its right or makes such a reduction in respect of a dividend and/or other distribution and/or other return of capital or value, OnTheMarket Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or other return of capital or value.

4.            Recommendation

The OnTheMarket Directors, who have been so advised by Zeus as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the OnTheMarket Directors, Zeus has taken into account the commercial assessments of the OnTheMarket Directors. Zeus is providing independent financial advice to the OnTheMarket Directors for the purposes of Rule 3 of the Code.

Accordingly, the OnTheMarket Directors intend to recommend unanimously that Scheme Shareholders vote (or procure the voting) in favour of the Scheme at the Court Meeting and that OnTheMarket Shareholders vote (or procure the voting) in favour of the Resolution(s) at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as each OnTheMarket Director holding OnTheMarket Shares has irrevocably undertaken to do in respect of their own beneficial holdings, amounting, in aggregate, to 185,625 OnTheMarket Shares (representing, in aggregate, approximately 0.23 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

5.            Background to and reasons for the Acquisition

Bidco and CoStar believe that the Acquisition represents an attractive strategic entry point for CoStar into the UK residential property market. OnTheMarket is an asset with an established and differentiated position within this market. Its digital platform has strong customer relationships and robust traffic flow that will allow CoStar to continue to accelerate its own international expansion efforts across the UK and Europe.

OnTheMarket's founding and continued ownership by estate agents - its customers - has developed a loyal, recurring base of agents that list on the platform. This has led its advertiser count to nearly triple from approximately 4,600 in 2015 to over 13,000 today. Strong agent relationships and listings attract serious property seekers, with OnTheMarket delivering a 6.8 per cent. conversion ratio of website visitors to leads.

OnTheMarket's network of property professionals and breadth of advertiser relationships provide a strong foundation to compete with the dominant UK property portals and support the growth of its related software solutions and data insights. Whilst currently garnering under 10 per cent. of wallet share in its defined digital portals space, OnTheMarket has a much larger portion of listings and market coverage than its market share and financial footprint suggest.

The combination of OnTheMarket's large network of agents and access to listings with CoStar's fortress balance sheet and strengths as a leasing commercial property site and the strength of the platform of Homes.com, the leading US residential portal, seeks to create the number one agent-friendly UK residential property portal and a genuine disruptor to the established market leaders. The Acquisition will be an important step in the expansion of CoStar's Homes.com residential network not only in the UK, but across Europe.

6.            Background to and reasons for the recommendation

Agents' Mutual was formed in January 2013 by leading estate and lettings agents with the intention to create a market-leading residential property portal to challenge the two existing major portals. Agents' Mutual was the first major new entrant to the UK portals market since 2008.

In late 2017, members of Agents' Mutual agreed to exchange their membership interests for shares in OnTheMarket in order to facilitate OnTheMarket's IPO on AIM. On IPO, OnTheMarket raised £30 million of new funds: (a) to support the growth of OnTheMarket.com; and (b) to be deployed on marketing to build brand recognition and deliver more value for agent customers. Agents retained majority control of OnTheMarket following the IPO, securing its position as the agents' portal and today agents continue to own approximately 50 per cent. of OnTheMarket's share capital.

On IPO, the number of advertisers on OnTheMarket.com was approximately 5,500 and OnTheMarket had revenues of £16.0 million for the year ended 31 January 2018. Since IPO, OnTheMarket has made significant progress, with total advertisers on the portal growing to over 13,200 and revenues increasing to £34.4 million in the financial year ended 31 January 2023. Moreover, since December 2020, OnTheMarket has developed and delivered its 'four pillar' strategy, incorporating Portal, Software, Data and Market Intelligence and Consumer Communication and Monetisation which has helped to grow valuation leads by over 500 per cent. since the financial year ended 31 January 2019. This has been delivered whilst adhering to the founding premise of being the 'agents' portal', offering fair and sustainable pricing using OnTheMarket's services.

Substantial progress has been made in developing the business and its product offering to the point where it is a credible challenger to the market leaders, the business having more than doubled its revenues from IPO and transitioned from cash burn to cash generation.

Despite this, OnTheMarket's share price has fallen by 45.3 per cent. since the start of 2022 and 57.3 per cent. since IPO. Additionally, given OnTheMarket's relatively limited scale and the lack of liquidity of trading in its shares, the path to having comparable financial resources to those offered by CoStar, and therefore a similar ability to rapidly scale the business, would be challenging as an independent entity on the public markets. The OnTheMarket Directors have carefully evaluated the Acquisition in the context of OnTheMarket's alternatives, including continuing to execute on a standalone strategy, and have unanimously determined to recommend the Acquisition as the best path for OnTheMarket and its stakeholders.

As part of their decision to recommend the Acquisition, the OnTheMarket Directors have given consideration to the following factors:

Attractive valuation

The valuation multiple that the Acquisition represents is fair, taking into account the multiples applied to comparable quoted companies and transactions involving similar businesses.

The 56.0 per cent. premium to the Closing Price of an OnTheMarket Share on the Last Practicable Date is substantial and the Acquisition price has been extensively negotiated in order to ensure it reflects OnTheMarket's inherent strategic value.

Whilst the OnTheMarket Directors are confident that OnTheMarket has a bright future as an independent company, they are also cognisant of the challenges of operating as a public entity, particularly amid ongoing macro-economic uncertainty. The OnTheMarket Directors consider that the opportunity for OnTheMarket Shareholders to realise their investment at a substantial premium to the current share price, in cash, is one that they should have the chance to consider, given that it is unclear as to whether there is a near term catalyst for a material improvement in OnTheMarket's trading multiple and/or share price.

Acceleration of OnTheMarket's strategy

The OnTheMarket Directors believe that the Acquisition will materially accelerate: (a) the trajectory of the 'agents' portal' and what they consider to be a necessary change in the UK portal landscape; and (b) OnTheMarket's strategy, through the provision of CoStar's financial strength, support and expertise, particularly its stated intention to spend £46.5 million on sales and marketing in the first full year following the commencement of the integration of the OnTheMarket portal into CoStar's network of residential marketplaces, as the first stage of a multi-year investment programme totalling hundreds of millions of pounds.

Additionally, CoStar's expertise will provide growth opportunities with the development of the OnTheMarket agent and consumer offering through additional products, services and functionality.

The combination of OnTheMarket's large network of agents and access to listings, together with the strength of the Homes.com platform and resources of CoStar, means that OnTheMarket.com has the potential to become the leading portal in the UK residential property market on a significantly faster timeline than OnTheMarket could expect to achieve as an independent company.

It is the great potential of this opportunity presented by a combination with CoStar that has made possible this highly attractive cash offer to OnTheMarket Shareholders at a substantial premium and that the OnTheMarket Directors believe will deliver significant benefits for agents and customers.

CoStar's track record and expertise

CoStar's track record of acquiring, investing in and building online property marketplaces into leading positions is in the best interests of OnTheMarket's agent shareholders and customers for the long term.

CoStar is a global leader in commercial real estate information and, through Apartments.com and Homes.com, one of the leading and fastest growing residential marketplaces in the United States.

CoStar has invested billions of dollars into building the world's leading online property marketplaces, generating hundreds of millions of leads, resulting in millions of successful commercial and residential property transactions for its clients.

CoStar has expressed a clear intention to invest similarly in the OnTheMarket platform in order to accelerate its strategy for growth.

CoStar has a long-standing presence and history of investment in the UK and a rapidly growing presence in continental Europe, demonstrating its commitment to its international growth strategy and intent to realise the potential of the OnTheMarket platform.

Shared values

CoStar's shared values and stated intention to continue charging agents a small proportion of Rightmove's current charges are in keeping with the core ethos of OnTheMarket.

The OnTheMarket Directors believe that CoStar's support for OnTheMarket's current management will provide continuity for the OnTheMarket Group's customers, employees and other stakeholders, and also supplements the significant value upside presented by the combination.

Accordingly, following careful consideration of the above factors, the OnTheMarket Directors intend to recommend unanimously that OnTheMarket Shareholders vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting.

7.            OnTheMarket Shareholder support: Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) from each OnTheMarket Director holding OnTheMarket Shares in respect of their entire beneficial holdings of OnTheMarket Shares, amounting, in aggregate, to 185,625 OnTheMarket Shares (representing, in aggregate, approximately 0.23 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

In addition to the irrevocable undertakings from the OnTheMarket Directors referred to above, Bidco has also received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and Resolution(s) at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) from Downing, Harwood, Jason Walker and Spicerhaart Group Limited in respect of 15,598,651 OnTheMarket Shares (representing, in aggregate, approximately 19.45 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

In addition to the irrevocable undertakings from the OnTheMarket Directors and the irrevocable undertakings referred to above, Bidco has received letters of intent to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) from Herald Investment Management Limited and Schroder Investment Management Limited in respect of 7,881,646 OnTheMarket Shares (representing, in aggregate, approximately 9.83 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

In total therefore, Bidco has received irrevocable undertakings and letters of intent in respect of 23,665,922 OnTheMarket Shares (representing, in aggregate, approximately 29.51 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date).

CoStar and OnTheMarket are pleased to confirm that this includes irrevocable undertakings and letters of intent from each of OnTheMarket's six largest shareholders.

Full details of the irrevocable undertakings and letters of intent received by Bidco are set out in Appendix III to this Announcement.

8.            Information on Bidco and CoStar

Bidco

Bidco is a private limited company incorporated in England and Wales and is an indirect wholly-owned subsidiary of CoStar. Bidco is the primary operating and contracting entity for CoStar's business outside the United States. Further details in relation to Bidco will be contained in the Scheme Document.

CoStar

CoStar (NASDAQ: CSGP) is a leading provider of online real estate marketplaces, information and analytics in the property markets. Founded in 1987, CoStar conducts expansive, ongoing research to produce and maintain the largest and most comprehensive database of real estate information. CoStar has invested billions of dollars into building the world's leading online property marketplaces, generating hundreds of millions of leads resulting in millions of successful commercial and residential property transactions for its clients. CoStar's websites attracted approximately 280 million visits in September 2023, and include Homes.com, the agent-friendly, second largest and fastest growing residential marketplace in the United States. CoStar's brands also include LoopNet.com, the number one commercial property marketplace and Apartments.com, the number one apartment marketing site in the United States.

Headquartered in Washington, DC, CoStar maintains offices throughout the United States, Europe, Canada and Asia with over 5,600 employees globally. CoStar is listed on the NASDAQ with a market capitalisation of approximately $33 billion and is a member of the NASDAQ 100 and S&P 500.

CoStar has a long-standing presence and history of investment in the United Kingdom and has recently expanded further through the launch of LoopNet, the world's largest commercial property marketplace, in the UK market. Additionally, through its investments in BureauxLocaux and Business Immo in France, Thomas Daily in Germany and Belbex in Spain, CoStar is rapidly growing its presence in continental Europe.

9.            Information on OnTheMarket

OnTheMarket (AIM: OTMP) is a leading UK residential property portal provider, admitted to trading on AIM.

It has extensive knowledge of, and expertise in, the UK residential property market and is the operator of the OnTheMarket.com property portal.

Since 2015, OnTheMarket has been working to disrupt the market with its unique agent-friendly model. The OnTheMarket.com property portal has seen rapid growth and OnTheMarket has expanded its base of estate and letting agents.

OnTheMarket's objective is to create value for shareholders and property advertiser customers by delivering an agent-backed, tech-enabled portal, offering a first-class service to agents and new homes developers at fair and sustainable prices, with the mission to become the go-to portal for serious property seekers. It is currently the third most visited residential property portal in the United Kingdom.

OnTheMarket's website and apps provide potential buyers, sellers, landlords and tenants with a differentiated and innovative property search experience. Its service concentrates on presenting hundreds of thousands of homes for sale or rent, from thousands of estate and letting agents or new home developers at all price points across the UK. Its search services include Farms, Estates and Land, Student, Commercial, Overseas and Retirement.

OnTheMarket also aims to support its agents in providing a superior service to their clients by providing a number of value-adding services to increase the profitability of their own businesses. It is for this reason that many agent customers choose to launch thousands of their newly instructed UK residential properties exclusively with OnTheMarket first, 24 hours or more ahead of advertising them on other property portals, and these are prominently featured as 'Only With Us'.

10.          OnTheMarket current trading and outlook

OnTheMarket current trading and outlook

OnTheMarket's announcement of its unaudited interim results for the six months ended 31 July 2023, released earlier today, contained the following statement (the "Interims Outlook Statement"):

"Outlook

The macro-economic backdrop remains challenging, particularly for the property market, with lower transaction volumes, stubborn inflation, high cost of living, higher interest rates and a reduction in average house prices. The Board expects this to impact customers' businesses, particularly their discretionary spend which may in turn impact annual revenue.

OnTheMarket will focus on opportunities to grow advertiser numbers via packages and short term incentives to stimulate trial and demand, which will in turn support accelerated revenue growth when market conditions improve.

In H2 the Group will focus on customer retention and acquisition which the Board believes will accelerate growth in future periods, while maintaining a level of marketing spend to maximise portal traffic and lead generation for customers. As a result of these factors and decisions, our previously stated aspiration of growing both revenue and profits from last financial year may not be realised.

The Board believes that the company continues to develop an innovative and easy-to-use portal, providing a strong platform to drive revenue growth in the mid-term through investing in consumer awareness, traffic and leads, continuing its strategy to become a tech-enabled property business across the entire customer and consumer ecosystem..."

OnTheMarket FY24 Profit Forecast

OnTheMarket's announcement of its full year results for the financial year ended 31 January 2023, made on 10 July 2023, contained the following statement:

"Despite these headwinds for our customers the Board believes that there is still growth potential for OnTheMarket this year and continues to expect growth in revenue and profitability in FY24."

This statement, made prior to receipt of an approach for the entire issued and to be issued share capital of OnTheMarket, constituted a profit forecast (as defined in the Takeover Code) to which Rule 28.1(c) of the Takeover Code applies (the "OnTheMarket FY24 Profit Forecast").

OnTheMarket Directors' statement for the purposes of Rule 28.1(c)(ii) of the Takeover Code

As a consequence of:

(a)           the challenging macroeconomic conditions impacting the businesses of OnTheMarket's customers; and

(b)           the mitigating actions that the OnTheMarket Directors intend to take in the second half of the financial year to 31 January 2024 ("H2 2024") to counteract these, including:

(i)            focusing on opportunities to grow advertiser numbers via packages and short term incentives to stimulate trial and demand; and

(ii)           maintaining marketing spend during H2 2024, in contrast to the approach taken in previous years, to maximise portal traffic and lead generation for customers,

in each case as referred to in the Interims Outlook Statement, and which the OnTheMarket Directors expect will impact upon the OnTheMarket Group's annual revenue and level of profitability, both of which may no longer grow in FY24, the OnTheMarket Directors consider that, for the purposes of Rule 28.1(c)(ii) of the Takeover Code, the OnTheMarket FY24 Profit Forecast is no longer valid.

11.          Management, employees, research and development and locations of OnTheMarket

Strategic plans

CoStar is an S&P 500-listed leading global provider of online real estate marketplaces, information, and analytics with a long and proven track record of building industry-leading property marketplaces in North America and Europe. CoStar has been a leading real estate information provider in the UK for 20 years. CoStar takes a long-term approach, investing in leading technology, proprietary content, marketing and brand building to provide differentiated, high value solutions for agents, brokers and end-users of its marketplaces. CoStar's intention with OnTheMarket is to maintain OnTheMarket's inherent alignment with, and commitment to, agents and become the leading property marketplace in the UK.

CoStar recognises that OnTheMarket's position as "the agents' portal" has been central to the creation, mission and success of OnTheMarket to date. Similarly, CoStar believes that agents are critical to the success of the portal and intends to continue to foster this culture, particularly in relation to OnTheMarket's longstanding opposition to the disintermediation of agents. CoStar recognises the collaborative nature of those relationships and would look to strengthen them post-Acquisition.

CoStar has a strong track record of acquiring, investing in and building online property marketplaces into leading positions, including LoopNet, Apartments.com, Homes.com, Land.com, BizBuySell, Belbex and many others. CoStar acquired LoopNet in 2012 and has consistently invested in technology, new products, marketing and content. LoopNet is now the leading commercial property marketplace in North America, increasing user traffic by almost 400 per cent. since acquisition, and now expanding in the UK and Europe. In 2014, CoStar purchased Apartments.com, a small rental marketplace that trailed numerous industry-leading marketplaces by a significant margin. Today, after years of investing in content, product and marketing, Apartments.com is now the clear leading rental marketplace in the United States, surpassing all other competitors and increasing online traffic by over 400 per cent. in that period. Most recently, CoStar purchased Homes.com, a small residential property portal in the United States with traffic of approximately six million monthly unique visitors. CoStar has established Homes.com as the agent-friendly site, in sharp contrast with competing US portals that take large commission splits from their clients. CoStar is investing aggressively in content, technology and marketing and, in the past year, monthly unique visitors to Homes.com have surged more than 1,200 per cent., making Homes.com the fastest growing residential real estate portal in the United States with over 100 million monthly unique visitors in September 2023 according to Google Analytics. CoStar believes that the millions of leads it is generating by connecting home buyers directly to agents is generating billions of dollars of commissions for those agents. CoStar's network of residential marketplaces in the US had more monthly visits in September 2023 than Rightmove reported in their most recent earnings call.

CoStar has clear expertise in growing valuable consumer traffic to real estate portals and has more than $5 billion in cash on the balance sheet to support its strategic initiatives, including investment into building traffic to OnTheMarket's portal for the benefit of OnTheMarket's agent clients. CoStar intends to invest £46.5 million into sales and marketing in the first full year following the commencement of the integration of the OnTheMarket portal into CoStar's network of residential marketplaces. The integration process and this sales and marketing investment are expected to commence within six months following the Acquisition becoming Effective. This will be the first stage of a multi-year investment programme totalling hundreds of millions of pounds to drive more consumers to the OnTheMarket portal with the goal of significantly increasing the quantity of valuable leads to OnTheMarket's agent clients. That amount represents six times OnTheMarket's current annual media spend and more than three times the annual media spend of Rightmove plc.

Given CoStar's scale and expertise in building leading marketplaces and OnTheMarket's agent-focused track record, CoStar believes OnTheMarket can fulfil its potential to become the leading portal in the UK residential property market. The emergence of a stronger, more competitive player in the UK market aligned to agents' interests would have a positive market impact and create more opportunities for OnTheMarket's agents and other market participants, while providing increased choice and higher quality offerings for consumers.

Since its founding in 1987, CoStar has worked co-operatively with brokers and agents in all real estate sectors, with the name "CoStar" purposefully chosen to emphasise its supporting role in agents' real estate transactions. Throughout years of investment, CoStar has sought to support agents and their businesses and has never sought to disintermediate agents. Similar to OnTheMarket, CoStar believes in fair and sustainable pricing that reflects the value provided by its information and marketplace solutions. CoStar intends to continue charging agent clients a small proportion of Rightmove's current charges.

The terms of OnTheMarket Agent Share Incentive Listing Contracts contain discretionary equity incentive terms, which shall continue to be honoured following the Acquisition becoming Effective with a cash payment in lieu of discretionary equity issuance. It is expected that discretion to issue incentive awards under such contracts will be exercised in line with past practice. Following completion of the Acquisition, any OnTheMarket Shares which are issued at the discretion of OnTheMarket pursuant to the terms of the OnTheMarket Agent Share Incentive Listing Contracts will be automatically transferred to Bidco under the terms of the Amended OnTheMarket Articles, in consideration for, and conditional on, the payment to such agent of an amount in cash equal to the consideration that the agent would have been entitled to under the Acquisition had such share been a Scheme Share.

Directors, management and employees

CoStar greatly values the skills, knowledge and expertise of OnTheMarket's existing management team and employees and recognises their important contribution to the achievements of OnTheMarket as a business.

Following the Acquisition, CoStar expects that the senior management and employees of OnTheMarket will continue to contribute to OnTheMarket's success and does not intend to initiate any material headcount reductions within the current OnTheMarket organisation or any material changes to the balance of skills and functions amongst employees.

CoStar believes that the ongoing participation of the senior management of OnTheMarket is important to the future success of the OnTheMarket business and expects to put in place incentive arrangements for members of the OnTheMarket management team following completion of the Acquisition. CoStar has not entered into or had any discussions, and will not enter into any discussions prior to the Acquisition becoming Effective, in relation to proposals to enter into, any form of incentivisation arrangements with members of OnTheMarket's management.

CoStar intends that, following completion of the Acquisition, the statutory employment rights of employees, including with respect to pension obligations, will be fully safeguarded in accordance with applicable law. Following the Acquisition becoming Effective, CoStar intends to review and align the terms and conditions of employment of OnTheMarket's employees with CoStar's employment policies.

No member of the Wider OnTheMarket Group participates in a defined benefit pension scheme. CoStar has no intention to change OnTheMarket's existing defined contribution pension arrangements.

Upon the Acquisition becoming Effective, it is intended that each of the three OnTheMarket non-executive directors will resign from their office as a director of OnTheMarket.

Research and development

CoStar believes that product investment, alongside research and development, is important for the long-term success of OnTheMarket and intends to continue to invest in this area following completion of the Acquisition.

Headquarters and fixed assets

CoStar has a number of offices located in the UK and OnTheMarket has its two offices, including its headquarters, located in the UK. Within the first six months following the Acquisition becoming Effective, CoStar expects to review its combined UK office footprint and consolidate offices in the UK to foster a culture of collaboration and innovation, a hallmark of CoStar's success as a high growth, innovative company. OnTheMarket's current office locations are expected to remain unless and until the review determines otherwise. Save as set out above in connection with the review of OnTheMarket's locations of business, CoStar has no intention to redeploy the fixed assets of OnTheMarket.

Trading facilities

The OnTheMarket Shares are currently admitted to trading on AIM. As set out in paragraph 16, subject to the Scheme becoming Effective, an application will be made to the London Stock Exchange to cancel the admission of the OnTheMarket Shares to trading on AIM on or shortly after the Effective Date.

It is intended that OnTheMarket be re-registered as a private limited company on, or as soon as practicable following, the Effective Date.

No statements in this paragraph 11 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

Views of the OnTheMarket Directors

In considering whether to recommend that OnTheMarket Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting, the OnTheMarket Directors have given due consideration to Bidco's intentions for the business, management, employees and locations of business of OnTheMarket.

The OnTheMarket Directors welcome Bidco's stated intention that, following completion of the Acquisition, the statutory employment rights, including in relation to pensions, of all OnTheMarket management and employees will be fully safeguarded in accordance with applicable law.

The OnTheMarket Directors also welcome Bidco's stated intention not to make any material headcount reductions within the current OnTheMarket organisation or any material changes to the balance of skills and functions amongst employees. The OnTheMarket Directors consider it important that OnTheMarket's employees who remain with OnTheMarket have certainty as to the continuing terms of their employment.

In addition, the OnTheMarket Directors are pleased that CoStar has stated its intention to invest £46.5 million into sales and marketing in the first full year following the commencement of the integration of the OnTheMarket portal into CoStar's network of residential marketplaces and as the first stage of a multi-year investment programme totalling hundreds of millions of pounds to drive more consumers to the OnTheMarket portal. The OnTheMarket Directors welcome CoStar's commitment to maintaining fair and sustainable pricing and stated intention to continue charging agent clients a small proportion of Rightmove's current charges.

The OnTheMarket Directors also welcome CoStar's commitment to continuing to honour the terms of the OnTheMarket Agent Share Incentive Listing Contracts and to continue to exercise the relevant discretions in such contracts to issue incentive awards in line with past practice.

Having taken into account all relevant factors, the OnTheMarket Directors believe that the terms of the Acquisition are compelling, acknowledge the quality and strong prospects of OnTheMarket's business and deliver attractive value to OnTheMarket Shareholders in cash allowing them to crystallise the value of their holdings. As such, the OnTheMarket Directors intend to recommend unanimously that OnTheMarket Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting.

12.          Financing

The cash consideration payable by Bidco to OnTheMarket Shareholders under the terms of the Acquisition will be funded through the existing cash resources of CoStar.

Goldman Sachs, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to OnTheMarket Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

13.          Offer-related arrangements

Confidentiality Agreement

CoStar and OnTheMarket entered into a confidentiality agreement dated 31 August 2023 (the "Confidentiality Agreement") pursuant to which, amongst other things, CoStar has undertaken to: (a) subject to certain exceptions, keep confidential information relating to OnTheMarket confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. The confidentiality obligations remain in force for a period of 18 months from the date of the Confidentiality Agreement (or, if earlier, upon the Scheme becoming Effective or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer being declared wholly unconditional). The Confidentiality Agreement also contains restrictions on CoStar soliciting or employing certain employees of OnTheMarket.

The Confidentiality Agreement further includes, amongst other things, standstill obligations which restrict CoStar from acquiring or offering to acquire interests in certain securities of OnTheMarket; those restrictions ceased to apply on the making of this Announcement.

14.          Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between OnTheMarket and the Scheme Shareholders under Part 26 of the Companies Act. Bidco reserves the right (with the consent of the Takeover Panel, if required) to implement the Acquisition by way of a Takeover Offer.

The purpose of the Scheme is to provide for Bidco to acquire and become the owner of the whole of the issued and to be issued ordinary share capital of OnTheMarket. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive the consideration pursuant to the Scheme on the basis set out in this Announcement and to be set out in the Scheme Document.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things, the:

(a)           approval of the Scheme by a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by such holders at the Court Meeting; and

(b)           approval of the Resolution(s) by the requisite majority or majorities of votes cast at the General Meeting (to be held directly after the Court Meeting).

Application to Court to sanction the Scheme

Once the requisite approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Sanction Hearing before it can become Effective.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended and/or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

The Scheme will contain a provision for Bidco and OnTheMarket to consent jointly, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. OnTheMarket has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in these circumstances.

Amended OnTheMarket Articles

Any OnTheMarket Shares issued at or before the Scheme Record Time will be subject to the terms of the Scheme. Any OnTheMarket Shares issued after the Scheme Record Time will be subject to the Amended OnTheMarket Articles and will be automatically transferred to Bidco in accordance with the terms of the Amended OnTheMarket Articles.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Scheme Shareholders. The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Scheme Document, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to OnTheMarket Shareholders within 28 days of the date of this Announcement or such later date as may be agreed by the Takeover Panel. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on OnTheMarket's website at https://plc.onthemarket.com/recommended-cash-acquisition/. 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.

Conditions

In addition to the requirements described above, the Acquisition is also conditional on the other Conditions being satisfied or (where applicable) waived.

The Acquisition will lapse if:

(a)           the Court Meeting is not held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date as may be agreed between Bidco and OnTheMarket and the Court may allow);

(b)           the General Meeting is not held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date as may be agreed between Bidco and OnTheMarket and the Court may allow); and

(c)           the Scheme does not become Effective by the Long Stop Date.

The Scheme is currently expected to become Effective during Q4 2023, subject to the satisfaction or, where applicable, waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Right to switch to a Takeover Offer

Bidco reserves the right to elect (with the consent of the Takeover Panel, if required) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of OnTheMarket not already owned by the Wider CoStar Group as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments including without limitation, the inclusion of an acceptance condition set at no more than 90 per cent. of OnTheMarket Shares to which the Takeover Offer relates (or such lesser percentage, being more than 50 per cent. as may be determined by Bidco with the consent of the Takeover Panel (if necessary))), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to this Announcement. Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient OnTheMarket Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to compulsorily acquire any outstanding OnTheMarket Shares to which the Takeover Offer relates.

15.          OnTheMarket Share Plans

Participants in the OnTheMarket Share Plans will be contacted regarding the effect of the Acquisition on their rights under the OnTheMarket Share Plans and, where relevant, an appropriate proposal will be made to such participants pursuant to Rule 15 of the Code in due course. Further details of the impact of the Acquisition on the OnTheMarket Share Awards will be set out in the Scheme Document and separate proposal documentation.

16.          Cancellation of admission to trading on AIM of the OnTheMarket Shares and re-registration

It is intended that dealings in OnTheMarket Shares will be suspended on or shortly before the Effective Date at a time to be set out in the Scheme Document or as separately announced following the date of this Announcement. It is further intended that an application will be made to the London Stock Exchange for the cancellation of the admission to trading of the OnTheMarket Shares on AIM with effect on or shortly after the Effective Date. It is currently expected that the last day of dealings in OnTheMarket Shares on AIM will be the Business Day immediately prior to the Effective Date and that no transfers will be registered after 6.00 p.m. on that date.

Upon the Scheme becoming Effective, share certificates in respect of the OnTheMarket Shares will cease to be valid and should be destroyed. In addition, entitlements to OnTheMarket Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that OnTheMarket will be re-registered as a private limited company under the relevant provisions of the Companies Act.

17.          Disclosure of interests in OnTheMarket

As at the close of business on the Last Practicable Date, save for the irrevocable undertakings and letters of intent referred to in paragraphs 4 and 7 above, none of Bidco, its directors, nor so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco:

(a)           had an interest in, or right to subscribe for, relevant securities of OnTheMarket;

(b)           had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of OnTheMarket;

(c)           had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of OnTheMarket; or

(d)           had borrowed, lent or entered into any financial collateral arrangements in respect of any OnTheMarket Shares.

Furthermore, save for the irrevocable undertakings and letters of intent described in paragraph 7 above, no arrangement exists between Bidco or OnTheMarket or a person acting in concert with Bidco or OnTheMarket in relation to OnTheMarket Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to OnTheMarket Shares which may be an inducement to deal or refrain from dealing in such securities.

18.          Documents available for inspection

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the Announcement Date, be made available on OnTheMarket's website at https://plc.onthemarket.com/recommended-cash-acquisition/ until the end of the Offer Period:

·          this Announcement;

·          the irrevocable undertakings and letters of intent referred to in paragraph 7;

·          the Confidentiality Agreement; and

·          consent letters from each of Goldman Sachs, Zeus and Shore Capital.

Neither the contents of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks is incorporated in, or forms part of, this Announcement.

19.          General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

In deciding whether or not to vote, or procure the voting, in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting, OnTheMarket Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Goldman Sachs, Zeus and Shore Capital have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

CoStar and Bidco Scott Wheeler Cyndi Eakin Gene Boxer	Tel: [phone]
Goldman Sachs (sole financial adviser to CoStar and Bidco) Barry O'Brien Warren Stables Tim Creamer	Tel: [phone] Tel: [phone] Tel: [phone]
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]

Latham & Watkins (London) LLP is retained as legal adviser to CoStar and Bidco.

Eversheds Sutherland (International) LLP is retained as legal adviser to OnTheMarket.

Important notices

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 Bidco 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 Bidco 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.

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.

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 will be implemented solely through and on the terms set out in the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document and form of acceptance), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme, or to accept the Takeover Offer. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). OnTheMarket Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

This Announcement does not constitute a prospectus or prospectus exempted document.

The statements contained in this Announcement are made as at the Announcement Date, 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their OnTheMarket Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their OnTheMarket Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. The Acquisition will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange (including the AIM Rules) and the FCA.

Unless otherwise determined by CoStar and/or Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may vote in favour of the Scheme, and any Takeover Offer will not be capable of acceptance, by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, 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.

In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.

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 is 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.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else.

In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidco and/or such affiliated companies may make certain purchases of, or arrangements to purchase, OnTheMarket Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

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 and to be included in the Scheme Document has been, or will have 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 will be contained in the Scheme Document.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to OnTheMarket, Bidco 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, Bidco 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, Bidco 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, Bidco 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, Bidco 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.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for CoStar, Bidco or OnTheMarket in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per OnTheMarket Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per OnTheMarket Share.

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 Announcement Date. 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. For persons who receive a copy of this Announcement in electronic form or via a website notification, 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.

Electronic communications - information for OnTheMarket Shareholders

Please be aware that addresses, electronic addresses and certain information provided by OnTheMarket Shareholders, persons with information rights and other relevant persons for the receipt of communications from OnTheMarket may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different paragraphs and/or tables may vary slightly and figures shown as totals in certain paragraphs and/or tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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: (a) the offeree company; and (b) 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 on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) 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 per cent. 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: (a) the offeree company; and (b) any securities exchange offeror, 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 on the Business Day (as defined in the Code) 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 Takeover 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 Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, OnTheMarket confirms that, as at the Announcement Date, it had in issue 80,207,785 OnTheMarket Shares. No OnTheMarket Shares are held in treasury. The ISIN for the OnTheMarket Shares is GB00BFN3K335.

APPENDIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

Long Stop Date

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and Effective subject to the Code, by not later than 11:59 p.m. on the Long Stop Date.

Scheme approval

2.         The Scheme will be subject to the following Conditions:

(a)       

(i)        approval of the Scheme at the Court Meeting (and at any separate class meeting that may be required by the Court) by a majority in number of Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of OnTheMarket at the Voting Record Time and who are present, entitled to vote and voting, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders; and

(ii)       the Court Meeting (and any separate class meeting which may be required by the Court) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and OnTheMarket may agree, with the approval of the Court, if such approval is required);

(b)       

(i)        the passing of the Resolution(s) by the requisite majority or majorities at the General Meeting (or any adjournment(s) thereof); and

(ii)       the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and OnTheMarket may agree, with the approval of the Court, if such approval is required); and

(c)       

(i)        the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Bidco); and

(ii)       the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date, if any, as Bidco and OnTheMarket may agree, with the approval of the Court, if such approval is required).

3.         In addition, except as provided in Part B below and subject to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective shall not be taken unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Antitrust approvals

(a)        all material notifications, filings or applications which are necessary or considered appropriate or desirable by Bidco having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations deemed reasonably necessary or appropriate by Bidco in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, OnTheMarket or any other member of the Wider OnTheMarket Group by any member of the Wider CoStar Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider OnTheMarket Group or the Wider CoStar Group has entered into material contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider OnTheMarket Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes Effective or otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Third Party regulatory action

(b)        save as set out in respect of Condition 3(a), no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order (and in each case not having withdrawn the same) which would or might reasonably be expected to (in any case to an extent or in a manner which is materially adverse in the context of the Acquisition or the Wider OnTheMarket Group, taken as a whole):

(i)        require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider CoStar Group or by any member of the Wider OnTheMarket Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider OnTheMarket Group or any member of the Wider CoStar Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any material part thereof) or to own, control or manage any of their respective material assets or properties (or any part thereof);

(ii)       except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider CoStar Group or the Wider OnTheMarket Group to acquire, or offer to acquire, any shares, other securities (or the equivalent) or interest in, or any asset owned by, any Third Party (other than in connection with the implementation of the Acquisition);

(iii)      impose any material limitation on, or result in a material delay in, the ability of any member of the Wider CoStar Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in OnTheMarket or on the ability of any member of the Wider OnTheMarket Group or any member of the Wider CoStar Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider OnTheMarket Group;

(iv)      result in any member of the Wider OnTheMarket Group or any member of the Wider CoStar Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v)       make the Acquisition or its implementation void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise interfere with to a material extent the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment to the terms of the Acquisition;

(vi)      impose any material limitation on, or result in material delay in, the ability of any member of the Wider CoStar Group or any member of the Wider OnTheMarket Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider CoStar Group and/or the Wider OnTheMarket Group;

(vii)     require any member of the Wider OnTheMarket Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider OnTheMarket Group or the Wider CoStar Group is a party;

(viii)    require any member of the Wider CoStar Group or any member of the Wider OnTheMarket Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of, any member of the Wider CoStar Group or any member of the Wider OnTheMarket Group, which, in each such case or together is material and adverse in the context of the Wider OnTheMarket Group, taken as a whole, or in the context of the Acquisition; or

(ix)      otherwise materially adversely affect all or any of the business, value, assets, liabilities, profits, operational performance, financial or trading position or prospects of any member of the Wider OnTheMarket Group or any member of the Wider CoStar Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any OnTheMarket Shares or other securities in, or control or management of, OnTheMarket or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(c)        each Governmental Entity, which regulates or licences any member of the OnTheMarket Group or any other body corporate in which any member of the OnTheMarket Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the OnTheMarket Group is required, or any Governmental Entity, whose prior approval of, consent to or non-objection to the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Bidco), and, in each case, the impact of which would be, or might reasonably be expected to be, materially adverse to the Wider OnTheMarket Group, taken as a whole;

Notifications, waiting periods and authorisations

(d)        all material notifications, filings or applications which are necessary having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Acquisition and all Authorisations deemed reasonably necessary by Bidco in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act in respect of the Acquisition having been obtained in a form reasonably satisfactory to Bidco from all appropriate Third Parties and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes Effective or otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations, in each case, in a way that would be materially adverse to the Wider OnTheMarket Group, taken as a whole;

Certain matters arising as a result of any arrangement, agreement, etc.

(e)        except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider OnTheMarket Group is a party, or by or to which any such member or any of its material assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition, would or might reasonably be expected to result in (in each case to an extent or in a manner which is materially adverse in the context of the Wider OnTheMarket Group, taken as a whole):

(i)        any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)       the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)      any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being materially adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being terminated, taken or arising thereunder;

(iv)      any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v)       the rights, liabilities, obligations, interests or business of any such member under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider OnTheMarket Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or materially adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)      any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)     any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii)    the financial or trading position or prospects of any such member being materially prejudiced or materially adversely affected; or

(ix)      the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider OnTheMarket Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions (e)(i) to (ix) above, in each case, which is or would be materially adverse in the context of the Wider OnTheMarket Group, taken as a whole;

Certain events occurring since 31 January 2023

(f)        except as Disclosed, no member of the Wider OnTheMarket Group having since 31 January 2023:

(i)        except for shares issued or transferred out of treasury pursuant to, or in connection with, awards under the OnTheMarket Share Plans or in connection with any OnTheMarket Agent Share Incentive Listing Contracts to the extent such shares have become issuable and have been issued at the relevant date pursuant to, and in accordance with, the relevant OnTheMarket Agent Share Incentive Listing Contract, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of OnTheMarket Shares out of treasury (except, where relevant, as between OnTheMarket and wholly-owned subsidiaries of OnTheMarket or between the wholly-owned subsidiaries of OnTheMarket);

(ii)       recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of OnTheMarket to OnTheMarket or any of its wholly-owned subsidiaries;

(iii)      other than pursuant to the Acquisition (and except for transactions between OnTheMarket and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of OnTheMarket and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(iv)      except for transactions between OnTheMarket and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of OnTheMarket and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)       except for transactions between OnTheMarket and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of OnTheMarket issued, authorised or proposed, or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or become subject to any contingent liability or incurred or increased any indebtedness;

(vi)      entered into or varied any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an onerous nature or magnitude, otherwise than in the ordinary course of business;

(vii)     entered into, materially varied, authorised or proposed entry into or variation of the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider OnTheMarket Group, save to the extent consistent with past practice;

(viii)    established any share option scheme, incentive scheme or other benefit in respect of the Wider OnTheMarket Group;

(ix)      purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between OnTheMarket and wholly-owned subsidiaries of OnTheMarket or between the wholly-owned subsidiaries of OnTheMarket);

(x)       waived, compromised or settled any claim other than in the ordinary course of business;

(xi)      terminated or varied the terms of any agreement or arrangement between any member of the Wider OnTheMarket Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider OnTheMarket Group, taken as a whole;

(xii)     save as required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider OnTheMarket Group;

(xiii)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)    (other than in respect of a member of the Wider OnTheMarket Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv)     (except for transactions between OnTheMarket and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of OnTheMarket) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvi)    entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xvii)   otherwise than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (f),

in each case, which is materially adverse in the context of the Wider OnTheMarket Group, taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

(g)        except as Disclosed, since 31 January 2023 there having been:

(i)        no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in, the business, value, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider OnTheMarket Group which, in each case, is material in the context of the Wider OnTheMarket Group, taken as a whole;

(ii)       no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against, any member of the Wider OnTheMarket Group, in each case, which might reasonably be expected to have a material adverse effect on the Wider OnTheMarket Group, taken as a whole;

(iii)      no enquiry, review or investigation by any Third Party against or in respect of any member of the Wider OnTheMarket Group (or any person in respect of which any such member has responsibility or liability) having been threatened in writing, announced, implemented or instituted or remaining outstanding against or in respect of any member of the Wider OnTheMarket Group, in each case, which might reasonably be expected to have a material adverse effect on the Wider OnTheMarket Group, taken as a whole;

(iv)      no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Wider OnTheMarket Group to an extent which is material in the context of the Wider OnTheMarket Group, taken as a whole;

(v)       no steps having been taken and no omissions having been made which result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider OnTheMarket Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider OnTheMarket Group, taken as a whole; and

(vi)      no member of the Wider OnTheMarket Group having conducted its business in material breach of any applicable laws and regulations which, in any case, is material in the context of the Wider OnTheMarket Group, taken as a whole; and

No discovery of certain matters regarding information and liabilities, corruption, intellectual property and environmental liabilities

(h)                    except as Disclosed, Bidco not having discovered that:

(i)        any financial, business or other information concerning the Wider OnTheMarket Group announced publicly and delivered by or on behalf of OnTheMarket through a Regulatory Information Service prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider OnTheMarket Group, taken as a whole;

(ii)       any member of the Wider OnTheMarket Group, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider OnTheMarket Group, taken as a whole;

(iii)      any past or present member, director, officer or employee of the Wider OnTheMarket Group, or any other person for whom any such person is legally liable or responsible, has, in a manner that would cause any member of the Wider OnTheMarket Group to be liable for such actions, not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv)      any past or present member, director, officer or employee of the Wider OnTheMarket Group, or any other person for whom any such person is legally liable or responsible, has, in a manner that would cause any member of the Wider OnTheMarket Group to be liable for such actions, engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(v)       any asset of any member of the Wider OnTheMarket Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vi)      no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider OnTheMarket Group, including: (A) any member of the Wider OnTheMarket Group losing its title to any intellectual property or any intellectual property owned by the Wider OnTheMarket Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider OnTheMarket Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider OnTheMarket Group infringed the intellectual property rights of a third party or any member of the Wider OnTheMarket Group being found to have infringed the intellectual property rights of a third party, in each case, which is material in the context of the Wider OnTheMarket Group, taken as a whole; or

(vii)     in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco-systems, any past or present member of the Wider OnTheMarket Group, in a manner or to an extent which would or might reasonably be expected to cause any member of the Wider OnTheMarket Group to be liable for such actions and is material in the context of the Wider OnTheMarket Group, taken as a whole: (A) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (B) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (C) is likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re-instate or clean up the environment (including any property) in each case of (A), (B) or (C) which such liability or requirement would be material to the Wider OnTheMarket Group, taken as a whole.

Part B: Waiver and invocation of the Conditions

1.         Subject to the requirements of the Takeover Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part:

(a)        all or any of the Conditions set out in Part A of this Appendix I except Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be waived; and

(b)        the deadlines in any of Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii). If such deadline is not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition, or agreed with OnTheMarket to extend the relevant deadline.

2.         The Conditions set out in paragraphs 2 and 3 (inclusive) of Part A of this Appendix I must be fulfilled or waived (to the extent capable of waiver) by no later than the appointed time of the Sanction Hearing. The Acquisition will lapse if it does not become Effective by 23:59 p.m. on the Long Stop Date. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of Conditions 3(a) to 3(h) of Part A of this Appendix I by a date earlier than the latest date for the fulfilment or waiver of that Condition specified above, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

3.         Subject to paragraph 4 below, under Rule 13.5(a) of the Code, Bidco may only invoke a Condition so as to cause the Acquisition and/or the Scheme not to proceed, to lapse or to be withdrawn with the consent of the Takeover Panel. The Takeover Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4.         Conditions 1 and 2 of Part A of this Appendix I (and any Takeover Offer acceptance condition adopted on the basis specified in Part C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.

5.         If the Takeover Panel requires Bidco to make an offer or offers for any OnTheMarket Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

6.         Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part C: Implementation by way of a Takeover Offer

Bidco reserves the right to elect (with the consent of the Takeover Panel, if required) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments for an acquisition being made by way of a Takeover Offer). The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide with the consent of the Takeover Panel).

Part D: Certain further terms of the Acquisition

1.         Bidco reserves the right to implement the Acquisition through any other entity owned by CoStar from time to time.

2.         The OnTheMarket Shares shall be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the Announcement Date or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, paid or payable or any other return of capital or value (whether by way of reduction of share capital or share premium account or otherwise) made in each case by reference to a record date falling on or after the Effective Date.

3.         If, on or after the Announcement Date and before the Effective Date, any dividend and/or distribution and/or other return of capital or value is authorised, announced, declared, made or paid or becomes payable in respect of the OnTheMarket Shares, and with a record date on or prior to the Effective Date, Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of each OnTheMarket Share by the aggregate amount of all or part of any such dividend and/or other distribution and/or other return of capital or value, except where OnTheMarket Shares are or will be acquired pursuant to the Acquisition on a basis which entitles Bidco to receive such dividend and/or other distribution and/or other return of capital or value, provided that, to the extent that such dividend or distribution or other return of capital or value is cancelled, the Consideration will not be subject to change. If Bidco exercises this right or makes such a reduction in respect of a dividend or other distribution, OnTheMarket Shareholders will be entitled to receive and retain that dividend or other distribution. Any exercise by Bidco of its rights referred to in this paragraph 3 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

4.         The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any OnTheMarket Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

5.         Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

6.         The Acquisition will be subject, amongst other things, to the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and will be subject to the applicable requirements of, and such further terms as may be required to comply with, the AIM Rules and the provisions of the Code and any requirement of the Takeover Panel, the London Stock Exchange, the FCA and the Registrar of Companies.

7.         This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

1.         As at the close of business on the Last Practicable Date, OnTheMarket had in issue 80,207,785 ordinary shares of 0.2 pence each. The ISIN for the OnTheMarket Shares is GB00BFN3K335.

2.         The fully diluted ordinary share capital of OnTheMarket as at the Last Practicable Date is based upon:

(a)           80,207,785 OnTheMarket Shares in issue as at the close of business on the Last Practicable Date;

(b)           a maximum of an additional 9,070,842 OnTheMarket Shares that may be issued on or after the date of this Announcement to satisfy the exercise of options under the OnTheMarket Share Plans, less 807,031 OnTheMarket Shares held by the trustee of the OnTheMarket Employee Benefit Trust which can be used to satisfy the exercise of options under the OnTheMarket Share Plans; and

(c)           a maximum of an additional 1,541,496 OnTheMarket Shares that may be issued on or after the date of this Announcement in accordance with, OnTheMarket Agent Share Incentive Contracts.

3.         The value attributed to the entire issued and to be issued ordinary share capital of OnTheMarket is calculated based on the cash consideration payable by Bidco to OnTheMarket Shareholders under the terms of the Acquisition of 110 pence for each Scheme Share, multiplied by the fully diluted share capital of OnTheMarket set out in paragraph 2 above.

4.         All percentages of OnTheMarket's issued share capital are stated as at close of business on the Last Practicable Date and are based on the 80,207,785 OnTheMarket Shares in issue as at the close of business on the Last Practicable Date.

5.         Unless otherwise stated, financial information relating to OnTheMarket has been extracted from the audited consolidated financial statements of OnTheMarket for the financial year ended 31 January 2023 or the unaudited interim results of OnTheMarket for the six months ended 31 July 2023 (as applicable).

6.         Unless otherwise stated, all prices for OnTheMarket Shares are the relevant Closing Price for the OnTheMarket Shares as at the relevant date.

7.         The Volume Weighted Average Prices are derived from Bloomberg data and have been rounded to the nearest two decimal places.

8.         Rightmove plc's annual marketing spend is taken from the transcript of its half year results 2023 earnings call which reported £15 to 15.5 million in overall marketing budget.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS and letters of intent

Bidco has received irrevocable undertakings and letters of intent to vote (or procure the voting) in favour of the Scheme at the Court Meeting and Resolution(s) at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 23,665,922 OnTheMarket Shares (representing, in aggregate, approximately 29.51 per cent. of the OnTheMarket Shares in issue on the Last Practicable Date), comprising the following:

OnTheMarket Directors' irrevocable undertakings

Name	Number of OnTheMarket Shares in respect of which the undertaking is given	Percentage of OnTheMarket's issued share capital
Christopher Bell	44,588	0.06%
Rupert Sebag-Montefiore	31,948	0.04%
Jason Tebb	18,180	0.02 %
Helen Whiteley	90,909	0.11%
Total	185,625	0.23%

Ian Francis and Thomas Carter do not hold any OnTheMarket Shares and therefore have not given irrevocable undertakings.

These irrevocable undertakings also extend to any shares acquired by the relevant OnTheMarket Directors, whether as a result of vesting of awards or the exercise of options under the OnTheMarket Share Plans or otherwise.

The obligations of the OnTheMarket Directors under the irrevocable undertakings shall lapse and cease to have effect in the following circumstances:

(a)           if Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced by Bidco within five Business Days of such announcement;

(b)           on the date on which any competing offer for the issued and to be issued ordinary share capital of OnTheMarket is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme);

(c)           if the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition has been announced by Bidco within five Business Days of such lapse or withdrawal; or

(d)           on the Long Stop Date unless, on such date, Bidco is bound to make or has made a Takeover Offer that remains open for acceptance in accordance with the Code.

These irrevocable undertakings remain binding in the event of a competing offer.

Other OnTheMarket Shareholders' irrevocable undertakings

Name	Number of OnTheMarket Shares	Per cent. of OnTheMarket Shares in issue
Downing LLP	1,681,897	2.10%
Downing Strategic Micro-Cap Investment Trust Plc	2,489,500	3.10%
Harwood Capital LLP	2,200,000	2.74%
Harwood Capital Management (Gibraltar) Limited	4,500,000	5.61%
Jason Walker	3,120,626	3.89%
Spicerhaart Group Limited	1,606,628	2.00%
Total	15,598,651	19.45%

The irrevocable undertakings from Harwood shall lapse and cease to have effect in the following circumstances:

(a)           if a competing offer has been announced pursuant to Rule 2.7 of the Code not later than 12 noon on the 40th day following the posting of the Scheme Document or Offer Document (as applicable) pursuant to which the consideration offered for each OnTheMarket Share is in cash and is greater than 120 pence, and Bidco has not announced a revision to the Acquisition with a value which is, in Bidco's reasonable opinion, equal to or in excess of the amount of such competing proposal;

(b)           in respect of any OnTheMarket Shares which have been disposed of after the date of the irrevocable undertaking;

(c)           if the Scheme Document has not been posted within 28 days of the Announcement Date (or such longer period as Bidco, with the consent of the Panel, determines), save that if Bidco elects to implement the Acquisition by way of a Takeover Offer, such period shall be extended to refer to 28 days of the date of the announcement of such switch;

(d)           the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms (save where in connection with a switch);

(e)           if the Acquisition has not become Effective by the Long Stop Date;

(f)           Bidco announces that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced at the same time; or

(g)           the undertaking is required to be withdrawn by a court or regulator of competent jurisdiction.

The irrevocable undertakings from Downing, Spicerhaart Group Limited and Jason Walker shall lapse and cease to have effect in the following circumstances:

(a)           Bidco announces, with the consent of the Panel and before the scheme or offer document in connection with the Acquisition is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced within 10 Business Days of such announcement;

(b)           the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition has been announced within 10 Business Days of such lapse or withdrawal; or

(c)           if any competing offer for the issued and to be issued ordinary share capital of OnTheMarket is made which is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme).

In addition to the circumstances set out above, the irrevocable undertakings from Downing shall lapse and cease to have effect if a third party announces a firm intention to make a competing offer which provides for consideration of not less than five per cent. greater than that offered under the Acquisition and Bidco does not increased the consideration offered under the Acquisition to an amount equal to or greater than such consideration within 10 Business Days of the announcement of such competing proposal.

The irrevocable undertakings from Spicerhaart Group Limited and Jason Walker shall remain binding in the event of a competing offer.

The fulfilment of Spicerhaart Group Limited's undertaking to vote in favour of the Scheme or accept a Takeover Offer is subject to obtaining consent under an existing debenture, and Spicerhaart Group Limited has agreed to use all reasonable endeavours to obtain such consent as soon as possible after the Announcement Date.

Letters of intent

Name	Number of OnTheMarket shares	Per cent. of OnTheMarket Shares in issue
Herald Investment Management Limited	2,433,888	3.03%
Schroder Investment Management Limited	5,447,758	6.79%
Total	7,881,646	9.83%

APPENDIX IV

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

Acquisition	the recommended acquisition by Bidco of the entire issued and to be issued ordinary share capital of OnTheMarket to be effected by means of the Scheme (or by way of a Takeover Offer under certain circumstances described in this Announcement) on the terms and subject to the conditions set out in the Scheme Document and, in either case, where the context admits, any subsequent variation, revision, extension or renewal thereof;
AIM	AIM, the market of that name operated by the London Stock Exchange;
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time;
Amended OnTheMarket Articles	the articles of association of OnTheMarket as at the Announcement Date, as amended to incorporate provisions requiring, amongst other things, any OnTheMarket Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than to timings and formalities), such proposed amendments to be set out in full in the notice of the General Meeting;
Announcement	this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Announcement Date	the date of this Announcement;
Authorisations	regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions or approvals;
Bidco	CoStar UK Limited, a private limited company incorporated in England and Wales with registered number 01789170 and whose registered office is at 26th Floor, The Shard, 32 London Bridge Street, London SE1 9SG;
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;
Closing Price	the closing middle market quotation for an OnTheMarket Share as derived from the AIM Appendix to the Daily Official List on that day;
Code	the City Code on Takeovers and Mergers;
Companies Act	the UK Companies Act 2006, as amended;
Conditions	the conditions to the Acquisition, which are set out in Appendix I to this Announcement and will be set out in the Scheme Document;
Confidentiality Agreement	has the meaning given to it in paragraph 13 of this Announcement;
CoStar	CoStar Group, Inc.;
CoStar Group	CoStar and its subsidiaries and subsidiary undertakings;
Court	the High Court of Justice in England and Wales;
Court Meeting	the meeting or meetings of the Scheme Shareholders (or the relevant class or classes thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification), including any adjournment, postponement or reconvening thereof, notice of which is to be contained in the Scheme Document;
Court Order	the order of the Court sanctioning the Scheme under section 899 of the Companies Act;
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities of which Euroclear UK & International Limited is the Operator (as defined in the Regulations);
Daily Official List	the Daily Official List of the London Stock Exchange;
Dealing Disclosure	has the same meaning as in Rule 8 of the Code;
Disclosed	the information which has been disclosed: (a) by or on behalf of OnTheMarket to Bidco or any other member of the Wider CoStar Group (or their respective officers, employees agents or advisers) on or before the Announcement Date; (b) in the annual report and accounts of the OnTheMarket Group for the financial year ended 31 January 2023; (c) in filings made with the Registrar of Companies and appearing on OnTheMarket's file at Companies House within the two years ending on the Announcement Date; (d) in a public announcement to a Regulatory Information Service made by OnTheMarket prior to the Announcement Date; or (e) in this Announcement;
Disclosure Table	the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
Downing	Downing LLP and Downing Strategic Micro-Cap Investment Trust Plc;
Effective	in the context of the Acquisition: (a) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared, or become, unconditional in all respects in accordance with the requirements of the Code;
Effective Date	the date upon which the Acquisition becomes Effective;
Excluded Shares	any OnTheMarket Shares: (a) registered in the name of, or beneficially owned by, Bidco or any member of the Wider CoStar Group or their respective nominees; or (b) held in treasury by OnTheMarket;
FCA	the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy	the forms of proxy in connection with the Court Meeting and the General Meeting, respectively, which will accompany the Scheme Document;
FSMA	the Financial Services and Markets Act 2000, as amended from time to time;
General Meeting	the general meeting of OnTheMarket Shareholders to be convened in connection with the Scheme for the purpose of considering and, if thought fit, approving the Resolution(s) (with or without amendment), including any adjournment, postponement or reconvening thereof, notice of which shall be contained in the Scheme Document;
Goldman Sachs	Goldman Sachs International and Goldman Sachs and Co. LLC;
Governmental Entity	any supranational, national, state, municipal, local or foreign government, any minister or instrumentality, subdivision, court or tribunal, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
Harwood	Harwood Capital LLP and Harwood Capital Management (Gibraltar) Limited;
IPO	initial public offering;
ISIN	International Securities Identification Number;
Last Practicable Date	18 October 2023, the Business Day prior to the Announcement Date;
London Stock Exchange	London Stock Exchange Group plc;
Long Stop Date	30 April 2024 (or such later date (if any) as Bidco and OnTheMarket may, agree and (if required) the Takeover Panel and the Court may approve);
Market Abuse Regulation	Regulation (EU) No. 596/2014, as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time;
NASDAQ	the NASDAQ Global Select Market, or any successor stock market or exchange operated by NASDAQ, Inc., or any successor thereto;
Offer Period	the period commencing on the Announcement Date and ending on: (a) the earlier of the date on which the Scheme becomes Effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Takeover Panel may decide); or (b) the earlier of the date on which the Takeover Offer has become or has been declared unconditional as to acceptances and/or the date on which the Takeover Offer lapses or is withdrawn (or such other date as the Takeover Panel may decide), other than (in the case of (a)) where such lapsing or withdrawal is a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer;
OnTheMarket	OnTheMarket plc, a public limited company incorporated in England and Wales with registered number 10887621 and whose registered office is at C/O Almond+Co, 11 York Street, Manchester M2 2AW;
OnTheMarket Agent Share Incentive Listing Contracts	a portal listing contract between an agent and Agents' Mutual Limited, a wholly-owned subsidiary of OnTheMarket, pursuant to which Agents' Mutual Limited may, in its discretion, procure the issuance of OnTheMarket Shares to such agent as an incentivisation arrangement;
OnTheMarket Directors	the directors of OnTheMarket from time to time;
OnTheMarket Group	OnTheMarket and its subsidiaries and subsidiary undertakings;
OnTheMarket Share Award	an option to acquire OnTheMarket Shares granted pursuant to the OnTheMarket Share Plans;
OnTheMarket Share Plans	means: (i)        the OnTheMarket Management Incentive Plan; (ii)       the OnTheMarket Option Plan 2017; (iii)      the OnTheMarket plc Company Share Option Plan 2018; (iv)      the OnTheMarket PLC Deferred Bonus Plan 2019; and (v)       the OnTheMarket Savings Related Share Option Scheme;
OnTheMarket Shareholders	the holders of OnTheMarket Shares;
OnTheMarket Shares	the ordinary shares of 0.2 pence each in the capital of OnTheMarket;
Opening Position Disclosure	has the same meaning as in Rule 8 of the Code;
Overseas Shareholders	OnTheMarket Shareholders (or nominees of, or custodians or trustees for OnTheMarket Shareholders) not resident in, or nationals or citizens of, the United Kingdom;
Registrar of Companies	the Registrar of Companies in England and Wales;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Regulatory Information Service	a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website;
relevant securities	relevant securities (as defined in the Code);
Resolution(s)	the special resolution(s) related to the Acquisition to be proposed at the General Meeting to implement the Scheme, including, amongst other things, to approve the Scheme, adopt the Amended OnTheMarket Articles and such other matters as may be necessary to implement the Acquisition;
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;
Sanction Hearing	the hearing of the Court at which the Court Order is sought and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Acquisition between OnTheMarket and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which the Court may approve or impose and OnTheMarket and Bidco may agree;
Scheme Document	the document to be sent to (amongst others) OnTheMarket Shareholders containing, amongst other things, the Scheme, the terms and conditions applicable to the Scheme and the notices convening the Court Meeting and the General Meeting;
Scheme Record Time	the time and date to be specified in the Scheme Document;
Scheme Shareholders	holders of Scheme Shares;
Scheme Shares	the OnTheMarket Shares:
	(a)     in issue at the date of the Scheme Document; (b)    (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and
	(c)     (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time either on the terms that the original or any subsequent holder thereof is bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme,
	in each case other than any Excluded Shares;
Shore Capital	Shore Capital and Corporate Limited and/or Shore Capital Stockbrokers Limited, as the context requires;
Substantial Interest	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer	should the Acquisition be implemented by way of a takeover offer (as defined in section 974 of the Companies Act 2006), the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of OnTheMarket and, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Third Party	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;
United States or US	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;
US Exchange Act	the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
Volume Weighted Average Price	the volume weighted average of the per share trading prices of OnTheMarket Shares on the London Stock Exchange as reported through Bloomberg;
Voting Record Time	the date and time to be specified in the Scheme Document by reference to which entitlements to vote at the Court Meeting will be determined;
Wider OnTheMarket Group	OnTheMarket, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which OnTheMarket and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent;
Wider CoStar Group	CoStar and its other subsidiary undertakings (including Bidco), associated undertakings and any other body corporate partnership, joint venture or person in which CoStar, Bidco and/or such undertakings (aggregating their interests) have direct or indirect Substantial Interest or the equivalent (excluding, for the avoidance of doubt, any member of the Wider OnTheMarket Group); and
Zeus	Zeus Capital Limited.

In this Announcement:

(a)        all times referred to are to London time unless otherwise stated;

(b)       all references to £ or pence are to the lawful currency of the United Kingdom;

(c)        all references to $ are to are to the lawful currency of the United States;

(d)       references to the singular include the plural and vice versa, unless the context otherwise requires;

(e)        "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(f)        all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

 

END