LSL Property Services Statement regarding press speculation (8703D)
February 24 2020 - 2:16AM
UK Regulatory
TIDMLSL TIDMCWD
RNS Number : 8703D
LSL Property Services
24 February 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
24 February 2020
Statement regarding press speculation
In view of the recent press speculation regarding Countrywide
plc ("Countrywide") and the announcement by Countrywide, the board
of LSL Property Services plc ("LSL") confirms that it is in
discussions with Countrywide regarding a possible all-share
combination.
Discussions between Countrywide and LSL are ongoing. At this
stage, there can be no certainty that any offer will ultimately be
made for Countrywide.
LSL reserves the right to introduce other forms of consideration
and/or vary the mix or composition of consideration of any
offer.
Further announcements will be made in due course as
appropriate.
In accordance with Rule 2.6(a) of the Code, LSL is required, by
no later than 5.00 p.m. on 23 March 2020, to do one of the
following: (i) announce a firm intention to make an offer for
Countrywide in accordance with Rule 2.7 of the Code; or (ii)
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can only be extended with the
consent of the Panel in accordance with Rule 2.6(c) of the
Code.
The person responsible for arranging release of this
announcement on behalf of LSL is Sapna B Fitzgerald, Company
Secretary.
Enquiries:
LSL Property Services plc +44 (0)207 382 0360
Ian Crabb, Group Chief Executive Officer
Adam Castleton, Group Chief Financial Officer
Rothschild & Co (Financial Adviser to LSL) +44 (0)207 280 5000
Alex Midgen
Sabina Pennings
Buchanan (PR Adviser to LSL)
Helen Tarbet +44 (0) 7872 604453
Simon Compton +44 (0) 7979 497324
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 LSL and for no one
else in connection with the subject matter of this announcement and
will not be responsible to anyone other than LSL for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.lslps.co.uk, by no later than
12 noon (London time) on 25 February 2020. 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, LSL confirms that as at
the close of business on 21 February 2020 its issued share capital
consisted of 104,158,950 ordinary shares of 0.2p pence each. The
International Securities Identification Number for LSL's ordinary
shares is GB00B1G5HX72.
Disclosure requirements of the Takeover 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(s), 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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