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"))
The Board of Copthorn and the Independent Directors of Countryside announce that agreement has been reached on the terms of a recommended increased cash offer of 280 pence for each Countryside Share (the "Increased Offer"). The Increased Offer is for the entire issued and to be issued share capital of Countryside, other than the 11,297,137 Countryside Shares which Copthorn has conditionally agreed to acquire pursuant to the Share Exchange Agreement.
Rock Pacific Ltd has confirmed that it will not be making an offer for Countryside and has irrevocably undertaken to accept the Increased Offer in respect of its entire beneficial holding of 10,730,000 Countryside Shares, representing 13.5 per cent. of the issued share capital of Countryside. Rock Pacific Ltd has also undertaken to accept the Increased Offer in respect of any further Countryside Shares it may subsequently acquire. This undertaking remain binding in the event of a higher competing offer being made for Countryside.
The Increased Offer Document will be posted to shareholders as soon as possible and in any event by no later than Wednesday 26 January 2005 (unless the Takeover Panel agrees otherwise).
The closing date for the Increased Offer will be 1.00 p.m. on Wednesday 9 February 2005 (unless the Takeover Panel agrees otherwise).
Save as disclosed above, the Increased Offer (which will include the Loan Note Alternative) will be on the same terms and subject to the same conditions as set out in the Offer Document and revised Form of Acceptance (to be sent out with the Increased Offer Document).
Words and expressions defined in the Offer Document dated 19 November 2004 shall, unless the context otherwise requires, have the same meaning when used in this announcement.
Enquiries:
PricewaterhouseCoopers Corporate Finance
Philip Kendall
Mark Butler
020 7583 5000
Merrill Lynch
Paul Golding
Ken McLaren
020 7628 1000
Rothschild
Alex Midgen
Kevin Ramsden
020 7280 5000
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.
Rothschild, which is regulated by the Financial Services Authority, is acting exclusively for Countryside and for no one else in connection with the Increased Offer and will not be responsible to anyone other than Countryside for providing the protections afforded to clients of Rothschild nor for giving advice in connection with 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.