Countrywide plc is registered in England under number 08340090. Registered office: Greenwood House, 1st Floor, 91-99 New London Road, Chelmsford, Essex, CM2 0PP. VAT number: 212551112.
Copyright © 2020 Countrywide Plc
Possible all-share combination of LSL Property Services plc (“LSL”) and Countrywide plc (“Countrywide”) (the “Possible Combination”)
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ADDITIONAL SECURITIES LAWS OR OTHER LEGAL REQUIREMENTS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY LSL AND/OR COUNTRYWIDE RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Countrywide reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Countrywide.
To allow you to view information about the Possible Combination, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Possible Combination.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Combination or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Possible Combination would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such combination, including details on how it may be accepted. Any decision made in relation to the Possible Combination should be made solely and only on the basis of the information provided in any such document.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED HEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Additional U.S. information
The Possible Combination relates to the securities of a UK company (the “Countrywide Shares”) and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that 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. It may be difficult for US holders of Countrywide Shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Possible Combination, since LSL and Countrywide are located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Countrywide Shares may not be able to sue LSL and Countrywide or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel LSL, Countrywide and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
If the Possible Combination proceeds, any LSL securities to be issued as consideration (the “LSL Securities”) in the Possible Combination have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the laws of any state or other jurisdiction of the United States, and may only be offered, sold or resold in the United States in reliance on an exemption from the registration requirements of the US Securities Act.
If it proceeds, the Possible Combination may be implemented by way of a scheme of arrangement provided for under English company law (a “Scheme”). A transaction effected by means of a Scheme is not subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), and the offer of securities of LSL as consideration is exempt from the registration requirements of the US Securities Act. If the Possible Combination is effected by way of a Scheme, any LSL Securities would be expected to be issued to shareholders of Countrywide in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. In addition, LSL Securities will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities laws of such state. Shareholders who are or will be “affiliates” of LSL will be subject to certain transfer restrictions relating to the LSL Securities that may be received in connection with the Scheme and sold in the United States.
Alternatively, the Possible Combination may be implemented by way of a takeover offer. If LSL exercises its right to implement the Possible Combination by way of a takeover offer, it is expected that such offer will be made in compliance with all applicable US tender offer rules (including Regulation 14E under the US Exchange Act and exemptions provided under Rules 14d-1(c) or (d) under the US Exchange Act), and that the offer and sale of LSL Securities will only be made to persons resident or located in the United States pursuant to exemptions from the registration requirements of the US Securities Act (if available).
In accordance with normal UK practice and pursuant to Rule 14-5(b) of the US Exchange Act, LSL or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Countrywide Shares outside of the US, other than pursuant to the Possible Combination, until the date on which the Possible Combination and/or Scheme (if they proceed) become effective, lapse or are otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of LSL and the LSL Group (being LSL and its subsidiaries and subsidiary undertakings) and Countrywide and the Countrywide Group (being Countrywide and its subsidiaries and subsidiary undertakings) following the implementation of the Possible Combination.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of LSL and the Countrywide Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.
There are a number of factors that could affect the future operations of LSL (and the LSL Group) and Countrywide (and the Countrywide Group) and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: local and global political and economic conditions (including, without limitation, the repercussions of the UK’s decision to leave, and its subsequent exit from, the European Union, and the negotiation of trade arrangements between the UK and the European Union); significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); changes to the market in which the businesses operate; changes in the employee environment; legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; changes in the level of investment in IT systems; and changes in the level of capital investment.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in annual reports and accounts, interim results and trading updates of LSL and Countrywide (available at https://www.lslps.co.uk/investor-relations/investor-communications and https://www.countrywide.co.uk/corporate/investor-relations/reports-presentations/, respectively). These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of LSL, the LSL Group, Countrywide or the Countrywide Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
In relation to any Possible Combination-related materials accessible on this Microsite please note any statement of responsibility contained herein.
The documents included in this Microsite issued or published by Countrywide speak only at the specified date of the relevant document and Countrywide has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials relating to the Possible Combination issued or published by LSL, or which relate to LSL and the LSL Group, that are accessible on this website, the only responsibility accepted by Countrywide and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Countrywide, nor Countrywide, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
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