Recommended Increased Cash Offer
for
Countryside Properties PLC ('Countryside')
by
PricewaterhouseCoopers Corporate Finance
and Merrill Lynch
on behalf of
Copthorn Limited ('Copthorn')
(a wholly owned subsidiary of Copthorn Holdings Limited ('Copthorn Holdings'))
On 21 January 2005, the Board of Copthorn and the Independent Directors of Countryside announced that agreement had been reached on the terms of a recommended increased cash offer of 280 pence for each Countryside Share (the 'Increased Offer').
Copthorn is pleased to announce that all of the conditions of the Increased Offer have now either been satisfied or waived and that the Increased Offer has been declared unconditional in all respects.
As at 1.00 p.m. (London time) on 9 February 2005, Copthorn had, in aggregate, received valid acceptances of the Increased Offer or had conditionally agreed to acquire pursuant to the Share Exchange Agreement, a total of 70,486,335 Countryside Shares, representing approximately 88.8 per cent. of the existing issued share capital of Countryside.
As at 1.00 p.m. (London time) on 9 February 2005, valid acceptances of the Increased Offer had been received in respect of a total of 59,189,198 Countryside Shares, representing 74.6 per cent. of the existing issued share capital of Countryside.
Pursuant to the Share Exchange Agreement, the Cherry Family and the Trustee have agreed to sell and Copthorn has agreed to acquire, conditionally on the Increased Offer becoming or being declared unconditional in all respects, a further 11,297,137 Countryside shares (representing approximately 14.2 per cent. of the issued share capital of Countryside) held or controlled by these shareholders.
The Increased Offer will remain open for acceptance for a period of 14 days until 3.00 p.m. (London time) on 23 February 2005. Guaranteed Loan Notes will be issued in respect of valid elections for the Loan Note Alternative. The Loan Note Alternative will remain open for a period of 14 days until 3.00 p.m.(London time) on 23 February 2005.
As stated in the Increased Offer Document, it is Copthorn's intention to procure that Countryside applies for cancellation respectively, of the trading in Countryside Shares on the London Stock Exchange's main market for listed securities and of the listing of Countryside Shares on the Official List. It is anticipated that such cancellation will take effect on 14 March 2005 which is 20 business days from 14 February 2005, when it is intended that the application for such cancellation will be made.
Countryside Shareholders who have not yet accepted the Increased Offer and who wish to accept the Increased Offer are urged to return their Forms of Acceptance or the revised Forms of Acceptance (whether or not their Countryside Shares are held in CREST) as soon as possible and, in any event, so as to be received by post or by hand by Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ, or by hand only (during normal business hours only) by Computershare Investor Services PLC, 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ by no later than 3.00 p.m. (London time) on 23 February 2005. For additional copies of the Form of Acceptance, please telephone Computershare Investor Services PLC on 0870 702 0100, or +44 870 702 0100 if calling from outside the United Kingdom.
Copthorn has received irrevocable undertakings to accept the Increased Offer in respect of a total of 13,110,587 Countryside Shares, representing approximately 16.5 per cent. of the existing issued share capital of Countryside. As at 1.00 p.m. (London time) on 9 February 2005, valid acceptances of the Increased Offer had been received in respect of 13,110,587 Countryside Shares subject to these irrevocable undertakings, representing approximately 16.5 per cent. of the issued share capital of Countryside.
The Cherry Family, Fay and Amanda Cherry (Alan and Richard Cherry's spouses, respectively) and Wendy Colgrave together own or control, in aggregate, 13,747,837 Countryside Shares and options in respect of 536,000 Countryside shares. Save for these shareholdings and options and save as disclosed in this announcement, neither any member of the Copthorn Group nor any person acting, or deemed to be acting, in concert with any member of the Copthorn Group or Uberior for the purposes of the Increased Offer held any Countryside Shares (or rights over such shares) immediately prior to the commencement of the Offer period, or has acquired or agreed to acquire (other than pursuant to the Increased Offer) any Countryside Shares (or rights over such shares) during the Offer period.
Words and expressions defined in the Offer Document dated 19 November 2004 and in the Increased Offer Document dated 26 January 2005 shall, unless the context otherwise requires, have the same meanings when used in this announcement.
Enquiries:
Copthorn
01277 260 000
Alan Cherry
Graham Cherry
Richard Cherry
PricewaterhouseCoopers Corporate Finance
0207 583 5000
Philip Kendall
Mark Butler
Merrill Lynch
0207 628 1000
Paul Golding
Ken McLaren
The directors of Copthorn accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
PricewaterhouseCoopers LLP is authorised and regulated by the Financial Services Authority for designated investment business. PricewaterhouseCoopers Corporate Finance, part of the Advisory line of service of PricewaterhouseCoopers LLP, is acting exclusively for the Copthorn Group and for no one else in relation to the Increased Offer and will not be responsible to anyone other than the Copthorn Group for providing the protections afforded to clients of PricewaterhouseCoopers Corporate Finance or for giving advice in relation to the Increased Offer or any other matter referred to in this announcement.
Merrill Lynch, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Copthorn Group and for no one else in relation to the Increased Offer and will not be responsible to anyone other than the Copthorn Group for providing the protections afforded to clients of Merrill Lynch or for giving advice in relation to the Increased Offer or any other matter referred to in this announcement.
Unless otherwise determined by Copthorn, the Increased Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, by means of telephone,facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce or by any facilities of a national securities exchange of, Australia, Canada, Japan or the United States and the Increased Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from Australia, Canada, Japan or the United States. Custodians, nominees and trustees should observe these restrictions and should not send or distribute this announcement in, into or from Australia, Canada, Japan or the United States.
The Guaranteed Loan Notes to be issued pursuant to the Increased Offer have not been, and will not be, registered under the US Securities Act or under the securities laws of any jurisdiction of the United States. The relevant clearances have not been, and will not be, obtained from the regulatory authority or any province or territory of Canada, and no prospectus in relation to the Guaranteed Loan Notes has been, or will be, lodged with, or registered by, the Australian Securities Commission nor will any steps be taken to enable the Guaranteed Loan Notes to be offered in compliance with applicable securities laws of Japan. Accordingly, the Guaranteed Loan Notes may not be offered, sold, re-sold, delivered or distributed, directly or indirectly, in or into Australia, Canada, Japan, the United States (except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and/or otherwise compliant with all applicable legislation) or any other jurisdiction if to do so would constitute a violation of relevant laws, or require registration in such jurisdiction. No application has been made or is intended to be made to any stock exchange for the Guaranteed Loan Notes to be listed or dealt in.