Alchemy issues statement regarding offer for Countrywide

Alchemy has issued a new statement following its failed attempt to acquire Countrywide.

Alchemy Partners had secured the support of almost 45% of Countrywide’s shareholders for its proposed offer for the company last month.

The private equity firm confirmed its proposed offering of 250p for each of the estate agency company’s shares and a £70m capital raising that would have enabled other shareholders to keep stakes in the company.

Alchemy secured letters of intent from shareholders holding a total of 44.8% of Countrywide’s share capital.

Those supporting the proposal included Oaktree Capital, which has an 18.2% stake, and Hosking Partners, which owns 15.6%.

Alchemy said under its proposal Countrywide’s existing shareholders would be able to sell their shares at 250p a share to Alchemy.

It would also have included a recapitalisation of £70m fully underwritten by Alchemy. This would have comprised a placing of approximately 15.6m shares to Alchemy at 225p each, generating gross proceeds of £35m, and an open offer of 35m shares at 100p each.

Shareholders other than Alchemy would be permitted to make excess applications once Alchemy had achieved a 50.1% shareholding.

Under Alchemy’s proposal Countrywide would have kept a standard listing on the London Stock Exchange unless at least 75% of shareholders voted otherwise.

Despite the support Alchemy secured from a number of shareholders, it was simply not enough to get a deal agreed. 

Last week, Countrywide and Connells announced that they had reached agreement on the terms of a recommended cash offer by Connells for the group.

“As a result of notifications received and the irrevocable undertakings obtained by Connells, the Letters of Intent received from the Relevant Shareholders are no longer valid,” Alchemey said in a statement.

You can read the full statement from Alchemy Partners below:

‘On 4 December 2020, Alchemy announced its proposal for the support of Countrywide plc (“Countrywide”), confirming the announcement made by Countrywide on 2 December 2020.  The Proposal involved a possible cash offer at 250p per share for the entire issued and to be issued share capital of Countrywide, in combination with a firm placing and an open offer.

‘Alchemy noted that it had received written statements of support for the Proposal, in the form of letters of intent dated 4 December 2020 (the “Letters of Intent”), from: (i) OCM Luxembourg Castle Holdings S.à r.l.; (ii) OCM Luxembourg EPF III Castle Holdings S.à r.l.; (iii) Hosking Partners LLP; (iv) Jeremy John Hosking; and (v) Brandes International Partners L.P. (the “Relevant Shareholders”).  The Letters of Intent were in respect of, in aggregate, 13,859,317 Countrywide shares (representing, in aggregate, approximately 42.2 per cent. of the ordinary share capital of Countrywide on 3 December 2020).

‘Subsequently, on 31 December 2020, Countrywide and Connells Limited (“Connells”) announced that they have reached agreement on the terms of a recommended cash offer by Connells for Countrywide, to be implemented by way of a scheme of arrangement (the “Scheme”).  Connells received irrevocable undertakings to vote, procure votes or issue instructions to vote in favour of the Scheme from (amongst others): (i) OCM Luxembourg Castle Holdings S.à r.l.; (ii) OCM Luxembourg EPF III Castle Holdings S.à r.l.; (iii) Hosking Partners LLP; and (iv) Jeremy John Hosking.

‘As a result of notifications received and the irrevocable undertakings obtained by Connells, the Letters of Intent received from the Relevant Shareholders (other than Brandes International Partners L.P.) are no longer valid.  Accordingly, Alchemy currently holds a Letter of Intent from Brandes International Partners L.P. in respect of 1,995,924 Countrywide shares, representing approximately 6.1 per cent. of the ordinary share capital of Countrywide in issue on 5 January 2021.’

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2 Comments

  1. Hillofwad71

    “Sometimes a Pawn is enough to change the whole game and those who ignore the importance of it, are liable to lose their Queen.” ― Sandeep Sharma, Let The Game Begin 
     
    Brandes could be holding all the cards here  With 75% still needed  far from over 

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  2. Hillofwad71

    Schroders stake now acquired  bringing them to over 52% .That still leaves them 23%to get,  the shareholder meeting in February

    Shareholders would expect to  have  a trading update by then as  the FY end has just finished .

    It’s likely to be fairly robust despite the best efforts by the BODS staggering from one abortive corporate action to the next cranking up a raft of professional  fees .These likely  to be well north of £10m as greedy hands reach into the bran tub outdoing all the goodwork at the coalface by the brands .

     

    Maybe sufficentally  robust for all those smaller shareholders,investment funds with 0,5-2% stakes to give Connells a run  for their  money to cross over 75%.

    Meanwhile back at the farm the brands going great guns

     

    None more so than Dixons in the Midlands

     

    Their Acocks Green branch.The oldest listing not spoken for is September and they have 38/44 away of their sales inventory 

     

    I think 395p is too cheap and if put under pressure would pay a little more . We shall see

     

    “In the land of the skunks, he who has half a nose is king. “Chris Farley

     

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