Recommended 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'))
Copthorn announces that the Share Exchange Agreement between the Cherry Family, the Trustee and Copthorn, amongst others, has been varied in order to allow the Share Exchange Agreement to complete immediately upon the offer for Countryside becoming or being declared unconditional in all respects. In particular, the parties have waived the requirement that, prior to completion of that agreement, Copthorn is registered as the holder of not less than 25 per cent. of Countryside's issued share capital.
The Panel has confirmed, subject to receiving the relevant confirmations, that this variation will allow the 11,297,137 Countryside Shares subject to the Share Exchange Agreement (representing 14.2 per cent of the existing issued share capital of Countryside) to be counted, subject to the terms of the Offer, towards the 50 per cent. threshold in the acceptance condition set out in paragraph (a) of Part A of Appendix I to the Offer Document, provided that the Offer is declared unconditional in all respects at the same time as it becomes or is declared unconditional as to acceptances.
The acceptance condition specifies that the Offer is conditional on valid acceptances being received (and not, where permitted, withdrawn) in respect of not less than 90 per cent. in nominal value of the Countryside Shares to which the Offer relates, or such lesser percentage as Copthorn may decide provided that Copthorn shall in any case have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Countryside Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of Countryside. No decision has yet been made by Copthorn as to whether or not to waive the 90 per cent. threshold referred to in the acceptance condition.
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
0207 583 5000
Merrill Lynch
Paul Golding
Ken McLaren
0207 628 1000
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 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 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 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 Offer or any other matter referred to in this announcement.
Unless otherwise determined by Copthorn, the 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 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 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.