NEWSFLASH: OnTheMarket/CoStar deal goes through

An announcement to the markets has confirmed the sale of OnTheMarket to CoStar.

 

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 was 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”).

On 4 December 2023, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Special Resolution in connection with the implementation of the Scheme was passed by the requisite majority of OnTheMarket Shareholders at the General Meeting.

On 7 December 2023, the Boards of OnTheMarket and CoStar UK announced, amongst other things, that the Court had sanctioned the Scheme on 7 December 2023.

The Boards of OnTheMarket and CoStar UK are pleased to announce that the Scheme has today become Effective in accordance with its terms, following delivery of the Court Order to the Registrar of Companies, and the entire issued and to be issued ordinary share capital of OnTheMarket is now owned by CoStar UK.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document.

Settlement

Under the terms of the Scheme, Scheme Shareholders on the register of members of OnTheMarket at the Scheme Record Time, being 6.00 p.m. on 11 December 2023, are entitled to receive 110 pence in cash for every Scheme Share held. Cheques will be dispatched to Scheme Shareholders holding Scheme Shares in certificated form and the CREST accounts of Scheme Shareholders holding Scheme Shares in uncertificated form will be credited within 14 days of today’s date.

Board changes

As the Scheme has now become Effective, OnTheMarket announces that Christopher Bell, Ian Francis and Rupert Sebag-Montefiore have tendered their resignations as directors of the Company and have stepped down from the board of the Company effective from today’s date. In addition, Jason Tebb, Helen Whiteley and Tom Carter have also resigned as directors of the Company and stepped down from the board of the Company effective from today’s date but will continue to be employed by the Company in their current management positions and Scott Wheeler, Catherine Bland, Matthew Green and Robin Rossmann have been appointed as directors of the Company effective from today’s date.

Suspension and cancellation of trading

Trading in OnTheMarket Shares on AIM was suspended with effect from 7.30 a.m. today, 12 December 2023. Following the application by OnTheMarket to the London Stock Exchange, the cancellation of admission to trading of OnTheMarket Shares on AIM is expected to be effective as of 7.00 a.m. on 14 December 2023.

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9 Comments

  1. watchdog13

    What can Costar offer that beats Rightmove? It’s not about price until OTM has both the agent numbers and eyeballs to compete.
    Thoughts?

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  2. Moi

    So, Costar UK has taken over.
    OTM shares’ been suspended from trading.
    Board resignation and appointment galore.
    Looks like agents’ shareholding has come to an end?

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  3. oldschool55

    Sounds like a good deal, the only reason Rightmove is good is because they have all our properties, if we transferred allegiance to another portal, that portal would then become the market leaders .£2000 per month is way too much for a portal to charge, we should get 3 for that price, so I sincerely hope that Onthemarket can transform, and give Rightmove a fright, as I am certain that we will all be shafted by Rightmove with another annual 10% hike, giving no regard for the current state of the sales market,

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  4. Whaley

    Lots of people making out there’s some sort of mass resignations going on, it won’t be that at all, when this has happened with other businesses its simply a technical point about delisting from AIM as part of an acquisition event.

    Then again I did get all my share compliance expertise from Wall Street & Trading places so …..

    Of course if this isn’t the case then in classic Whaley fashion I’ll predict both options and Nick Salmon if you’d be kind enough to delete whichever of my views were hideously Ratner wrong.

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    1. Robert_May

      I bow to your knowledge on THIS one Simon but if that is the case, a requirement of de-Listing from AIM, then the wording of the press release could have bee worded so it takes away the confusion.

      A lot of agents and people like me stick to what we know so anything not properly explained raises question and uncertainty.

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      1. Whaley

        I get it. It’s a minefield

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  5. Hit Man

    Nothing going to happen anytime soon but I’m sure they will do great things and Agents will be better off with them than Rightmove, this has been a long time coming. Rightmove be scared be VERY scared.

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    1. biffabear

      There is zero loyalty to RM from billpayers.
      The odd, ‘neg’ in a Corporate might love RM, but they ain’t writing the cheques.
      Never upset your customers.

      Which is exactly what they have been doing for 20+ years.

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  6. Gangsta Agent

    what a lot of baloney, OTM wont ever be a proper competitor for RM

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