TIDMCSP TIDMTTM
RNS Number : 2893N
Countryside Partnerships PLC
30 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
30 May 2022
Countryside Partnerships plc
Response to announcement from Inclusive Capital Partners, L.P.
re. unsolicited approach
The Board of Countryside Partnerships plc ("Countryside" or the
"Company") notes the recent announcement by Inclusive Capital
Partners, L.P. ("Inclusive Capital").
Countryside confirms that it has received two unsolicited,
non-binding, conditional proposals from Inclusive Capital in
relation to a possible offer for the entire issued, and to be
issued, share capital of the Company.
The first proposal was received on 14 April 2022 in relation to
a possible offer of 225 pence per Countryside share in cash and a
contingent entitlement of up to a maximum of 59 pence, structured
as a contingent value right (the "First Proposal") and the second
proposal was received on 17 May 2022 in relation to a possible cash
offer of 295 pence per Countryside share (the "Second Proposal")
(the First Proposal and the Second Proposal, together, the
"Proposals").
The Proposals were subject to the satisfaction or waiver by
Inclusive Capital of a number of pre-conditions, including the
completion of detailed due diligence.
The Board of Countryside carefully evaluated each of the
Proposals together with its financial adviser, Rothschild & Co,
and concluded that the Proposals materially undervalued the Company
and its prospects. Accordingly, the Board rejected the First
Proposal on 22 April 2022 and rejected the Second Proposal on 26
May 2022.
In evaluating the proposals, the Board believes that they do not
reflect the opportunity for shareholder value creation taking into
account Countryside's differentiated market position and attractive
business model:
-- Market leader in mixed tenure home building which
differentiates Countryside from other volume house builders
-- Clear strategy, 100% focused on partnerships and highly
valued and trusted by partners and customers
-- Using regeneration, brownfield sites and Modern Methods of
Construction to build in the most sustainable way
-- Significant cash generation from legacy asset sales and
potential for attractive returns on capital from the asset-light
Partnerships model
-- Good growth potential, with strong demand across all tenures:
affordable, private and Private Rental Sector homes
-- Considerable intrinsic value in the land bank, including
sizeable recent investments not yet reflected in profitability
-- Successful strategic land investment team with long-term
track record supporting the forward order-book and pipeline of new
opportunities
The Board believes that the historical valuation multiples
referred to by Inclusive Capital relating to volume housebuilders
are not appropriate comparatives for the purposes of valuing
Countryside Partnerships.
The Board is confident that, with a clear strategy in place
following the operational review announced on 7 April 2022,
Countryside has a strong platform to deliver value in excess of the
Proposals.
Countryside shareholders are strongly advised to take no action
in relation to the approach from Inclusive Capital.
For further information please contact:
Countryside Partnerships +44 1277 260 000
Tim Lawlor
Victoria Prior
Rothschild & Co (financial adviser to Countryside) +44 20
7280 5000
Alex Midgen
Peter Everest
Brunswick Group LLP +44 (0) 20 7404 5959
Nina Coad
Robin Wrench
Important Code notes
There can be no certainty that an offer will be made.
In accordance with Rule 2.6(a) of the Code, Inclusive Capital is
required, by not later than 5.00 p.m. on 27 June 2022, to either
announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer for the Company, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline can be extended with the consent of
the Panel on Takeovers and Mergers in accordance with Rule 2.6(c)
of the Code.
This announcement has been made without the consent of Inclusive
Capital.
The person responsible for arranging the release of this
announcement on behalf of Countryside is Gary Whitaker, Company
Secretary.
Notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for
Countryside and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Countryside for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.countrysidepartnerships.com by no later than 12 noon (London
time) on the business day following the date of this announcement.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, Countryside confirms
that as at the close of business on 27 May 2022 its issued share
capital consisted of 524,626,870 ordinary shares of 0.01 pence each
(of which 25,154,819 were shares held in treasury). The
International Securities Identification Number for Countryside's
ordinary shares is GB00BYPHNG03.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Countryside who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Countryside who are not resident in the United Kingdom will need to
inform themselves about, and observe any applicable
requirements.
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