OnTheMarket shareholders have voted in favour of a takeover offer from CoStar UK in a deal worth £100m.
After agreeing a deal to buy OTM in October, CoStar said it remained committed to OTM position as ‘the agents’ portal’ with fair and sustainable
pricing.
Accelerating OTM’s strategy to become the UK market leader, CoStar Group has, as part of their offer, stated their intention to:
+ Spend £46.5m on sales and marketing in the first full year following the commencement of the integration, as the first stage of a multi-year investment programme totalling hundreds of millions of pounds to drive more consumers to the OnTheMarket portal. This is six times what OnTheMarket currently spends and more than three times the current annual media spend of Rightmove.
+ Strengthen OTM’s position as ‘the agents’ portal’ by continuing to charge agents a small proportion of what Rightmove currently charges
+ The OTM directors believe that CoStar’s expertise will also provide growth opportunities to develop the the portal agent and consumer offer through additional products, services and functionality.
OTM has just issued this update to the city:
RECOMMENDED CASH ACQUISITION of ONTHEMARKET PLC (“OnTheMarket” or the “Company”) by COSTAR UK LIMITED (“CoStar UK”), a wholly-owned, indirect subsidiary of COSTAR GROUP, INC. (“CoStar”)
Results of the Court Meeting and the General Meeting
On 19 October 2023, the Boards of CoStar UK and OnTheMarket announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which CoStar UK, a wholly-owned, indirect subsidiary of CoStar, would acquire the entire issued and to be issued share capital of OnTheMarket (the “Acquisition”). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”), full details of which were sent, or made available, to the shareholders of OnTheMarket in the circular dated 7 November 2023 (the “Scheme Document”).
Results of the Court Meeting and the General Meeting
The Board of OnTheMarket is pleased to announce that, at the Court Meeting and General Meeting (together, the “Meetings”) each held earlier today, the requisite majority of Scheme Shareholders voted (either in person or by proxy) to approve the Scheme at the Court Meeting and the requisite majority of OnTheMarket Shareholders (either in person or by proxy) voted to pass the Special Resolution (as defined below) in connection with the implementation of the Scheme, including the amendment to OnTheMarket’s articles of association, at the General Meeting.
The Scheme was approved by 945 Scheme Shareholders, together representing 94.22 per cent. of Scheme Shareholders who voted (either in person or by proxy) (see footnote ** to the table for the Court Meeting below) and 97.28 per cent. by value of those Scheme Shares voted.
The Special Resolution at the General meeting was approved by 97.89 per cent. of OnTheMarket Shares voted (see footnote *** to the table for the General Meeting below).
Overall, shares voted at the Court Meeting and General Meeting represented 66.04 per cent. and 62.89 per cent., respectively, of the issued share capital of OnTheMarket.
The resolutions were therefore duly passed. Full details of the resolutions passed are set out in the notice of the Court Meeting and the notice of the General Meeting of OnTheMarket contained in Parts 9 and 10 of the Scheme Document, respectively.
The total number of OnTheMarket Shares in issue at the Voting Record Time was 80,207,785. OnTheMarket does not hold any ordinary shares in treasury. Therefore, the total voting rights in OnTheMarket at the Voting Record Time were 80,207,785.
Voting results of the Court Meeting
The Court Meeting sought approval from holders of Scheme Shares for the Scheme. Each Scheme Shareholder, present in person or by proxy, was entitled to vote one Scheme Share held at the Voting Record Time and voting was by way of a poll.
Details of the votes cast were as follows:
|
Results of the Court Meeting |
No. of Scheme Shareholders who voted** |
%* of no. of Scheme Shareholders who voted** |
No. of Scheme Shares voted |
%* of Scheme Shares voted |
No. of Scheme Shares voted as a %* of the issued ordinary capital eligible to be voted at the Court Meeting |
|
For*** |
945 |
94.22 |
51,522,609 |
97.28 |
64.24 |
|
Against |
58 |
5.78 |
1,442,929 |
2.72 |
1.80 |
|
Total |
996 |
100 |
52,965,538 |
100 |
66.04 |
Notes:
* Rounded to two decimal places.
** Where a Scheme Shareholder has cast some of their votes “for” and some of their votes “against” the resolution, such Scheme Shareholder has been counted as having voted both “for” and “against” the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. In this instance, 7 Scheme Shareholders voted both “for” and “against” and are therefore counted twice when calculating percentages, however, only 996 Scheme Shareholders voted in total.
*** Any proxy appointments which gave discretion to the Chair have been included in the vote “For” total.
Voting results of the General Meeting
The General Meeting sought approval for a special resolution for the purpose of giving effect to the Scheme and associated amendments to the articles of association of the Company (the “Special Resolution”). A copy of the Special Resolution passed at the General Meeting will shortly be available for inspection on the OnTheMarket website at https://plc.onthemarket.com/recommended-cash-acquisition/.
Each OnTheMarket Shareholder, present in person or by proxy, was entitled to one vote per OnTheMarket Share held at the Voting Record Time and voting was by way of a poll.
The Special Resolution was duly passed by the requisite majority.
Details of the votes cast were as follows:
|
Results of the General Meeting |
No. of OnTheMarket Shares voted |
% of OnTheMarket Shares voted* |
% of OnTheMarket Shares voted as a % of the total number of OnTheMarket Shares in issue* |
|
For** |
49,375,091 |
97.89 |
61.56 |
|
Against |
1,066,434 |
2.11 |
1.33 |
|
Withheld*** |
1,007,172 |
– |
– |
|
Total |
51,448,697 |
100 |
62.89 |
Notes:
* Rounded to two decimal places.
** Includes proxy appointments which gave discretion to the Chair of the General Meeting.
*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the Special Resolution.
Next steps and timetable
The outcome of today’s Meetings means that Conditions 2(a) and 2(b) (as set out in Part 3 of the Scheme Document) have been satisfied. The Acquisition remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions as set out in Part 3 of the Scheme Document, including (amongst other things) the sanction of the Scheme by the Court at the Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.
The expected timetable of principal events for the implementation of the Scheme is as set out below. The dates are indicative only and are subject to change. The dates will depend, among other things, on the dates upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies.
If any of the expected times and/or dates change, the revised times and/or dates will be notified by OnTheMarket through a Regulatory Information Service. Any revisions or changes to these dates and/or times will be notified in the same way.
Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document.
All references to times are to times in London unless otherwise stated.
|
Event |
Time and/or date |
|
Sanction Hearing (to sanction the Scheme) |
7 December 2023 |
|
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, OnTheMarket Shares
|
11 December 2023 |
|
Scheme Record Time |
6.00 p.m. on 11 December 2023 |
|
Dealings in OnTheMarket Shares on AIM suspended |
7.30 a.m. on 12 December 2023 |
|
Effective Date |
12 December 2023 |
|
Cancellation of admission to trading of OnTheMarket Shares |
At 7.00 a.m. on 14 December 2023 |
|
Latest date for despatch of cheques in respect of cash consideration and for settlement of cash consideration through CREST or other form of payment
|
Within 14 days of the Effective Date |
|
Long Stop Date |
30 April 2024(1) |
|
(1) This is the latest date by which the Scheme may become Effective unless CoStar UK and OnTheMarket agree, with the consent of the Panel and (if required) the Court, a later date. |
|
Door is now open for another agent owned portal! Portals are worthless without content, agents hold the content so should hold the power, however Rightmove has proven otherwise … – up to now!!!
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I’m trying, Adrian! This isn’t good news for agents (hands over face) who will one day become reliant on yet another external entity.
Give us a follow on X/Twitter – @FindPropsUK.
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Not another agent portal!
There are going to be three large portals to choose from, agents will be able to go with the one with the best proposition much like regular media buying. It will be up to the portals to provide the best returns for agents.
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What if all portals end up expensive?
What if all portals monetise agent data (offering mortgages, conveyancing etc)?
Why should consumers need to search 3 portals when they should only really have to search one?
Why wouldn’t agents want to co-own their own portal? Why do they need to be reliant on externally owned systems, offering no guarantees?
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It is Ian but it is not necessary; Jason has finally put a 3rd funded competitive force into the arena, something that hasn’t been so since early 2012 when CMA sanctioned the Duopoly. That affects the landscape quite considerably
I appreciate the concerns a lot of people have about this deal but rather than there needing to be another supply side portal displaying property, servicing the demand side is where the opportunity lies.
There are 3 fully funded competitor portals with shareholders to satisfy. As service suppliers to a service industry that’s a paradigm shift in the dynamic.
People like me who have the agents’ best interest at the core of what motivates them are no longer having to court both portal suppliers, we can talk to 2 leaving the 3rd to either miss out or play nicely
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Why didn’t Boomin work, Robert? Wasn’t that a “funded competitive force”?
Are agents basing their portal future on people in leadership roles that they either trust or don’t trust?
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I heard CoStar are opening their US portal to private sellers, good luck all you OTM clients!
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Let’s hope the clients don’t fall for the marketing pitch of being on all three portals, which will just add to everyone’s costs. There’s an opportunity for a portal that provides a search of all the portals so buyers get all the information they want in one place.
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It just takes one clever person to scrape all the portals properties and put them all on a website, then offer agents a opportunity to have a listings with links to their own website for a small fee or if not, only the basic details would be shown, offer agents a stake in the business with shares., then you’ll have a agent own portal with almost every property in the country.
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