Back to News
11 January 2005
This document is prohibited from release, publication or distribution in or into Australia, Canada, Japan or the United States. Accordingly, by clicking "I Agree", you represent that Countryside Properties is lawfully entitled to make the content of the following pages of this website available to you under applicable securities laws in your jurisdiction. If you are unable to give this representation, do not view the content of the following pages of this website.
Countryside Properties PLC (the 'Company')
The Independent Directors of the Company note the announcement made yesterday by Rock Pacific Limited ('Rock Pacific') stating that it is not in a position to announce a firm intention to make an offer for the Company under Rule 2.5 of the City Code on Takeovers and Mergers (the 'City Code').
On 2 September 2004, the Company announced that it had received a preliminary approach and subsequently an offer was made by PricewaterhouseCoopers and Merrill Lynch on behalf of Copthorn Limited ('Copthorn') on 12 November 2004 (the 'Copthorn Offer'). The offer document in respect of the Copthorn Offer was posted on 19 November 2004.
The Independent Directors believe that Rock Pacific has been given sufficient opportunity to formulate an offer for the Company. It should be noted that:
- Rock Pacific first informed the Company of its interest in possibly making an offer for the Company on 25 November 2004, some twelve weeks after the announcement of the preliminary approach;
- The time by which a competing bid must be made is set by the rules of the City Code;
- Rock Pacific has been provided with all the information that was made available to Copthorn;
- Additionally, Rock Pacific was provided with significant supplemental material (in excess of its entitlement under the City Code) and it was also provided with access to Countryside management; and
- Countryside has received no other complaints about the level of information available.
In its announcement yesterday, Rock Pacific stated that it is of the view that the Company should be sold to the highest bidder. The only bid available is the offer from Copthorn at 275 pence per share, a premium of approximately:
- 41.4 per cent. to the closing price of 194.5 pence per Countryside share on 1 September 2004, being the last business day prior to the announcement by Countryside that it had received a preliminary approach; and
- 38.9 per cent. to Countryside's unaudited net asset value per Countryside share of 198 pence as at 30 September 2004.
As stated in the offer document posted to shareholders on 19 November 2004, the Independent Directors consider the terms of the Copthorn Offer to be fair and reasonable. Accordingly, the Independent Directors continue unanimously to recommend the Copthorn Offer.
Countryside Properties PLC
N M Rothschild & Sons
020 7280 5000
The Independent Directors of the Company accept responsibility for 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 in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
N M Rothschild & Sons Limited, which is regulated by the Financial Services Authority, is acting exclusively for the Company and for no one else in connection with the matters referred to above and will not be responsible to anyone other than the Company for providing the protections offered to clients of N M Rothschild & Sons Limited nor for providing advice in connection with the matters referred to above.
Back to News
Information correct as at 11/01/2005