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Mo., 07.10.2024       Rightmove

 

7 October 2024

 

Rightmove plc

Share buy-back programme

Rightmove plc – transactions in own shares

 

Rightmove plc (‘Rightmove’), announces that today it purchased 75,000 of its 0.1p ordinary shares at a volume weighted average price paid per share of 622.854p. The highest price paid per share was 630.800p and the lowest price paid per share was 620.800p. Rightmove purchased these shares through UBS AG London Branch.

 

The number of shares purchased represented 0.0095% of the voting rights attributable to the total ordinary shares in issue prior to such purchase. The purchased shares will be cancelled.

 

Since announcing a share buy-back programme on 28 December 2007, Rightmove has purchased in aggregate 519,201,789 ordinary shares.

 

The total number of ordinary shares in issue (excluding treasury shares) following this announcement is 788,496,772. Rightmove holds 11,355,519 shares in treasury.

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019 (the ‘UK MAR’), the schedule below contains detailed information about the purchases made by UBS AG London Branch on behalf of the Company as part of the buyback programme.

 

Contact: Carolyn Pollard, Company Secretary 

CompanySecretary@rightmove.co.uk

 

Schedule of Purchases – Individual Transactions

 

Number of shares purchased

Transaction price (per share)

Time of transaction

Quantity

Price

ExecutionTime

238

622.200

16:03:06

447

622.200

16:03:06

1004

622.600

16:00:06

1306

623.200

15:59:17

140

623.200

15:59:17

879

622.800

15:52:55

960

622.200

15:49:20

989

622.200

15:46:36

287

622.200

15:46:36

287

622.200

15:46:36

415

622.200

15:46:36

975

622.200

15:40:07

10

622.200

15:40:07

1007

622.200

15:35:12

1007

622.000

15:31:00

947

622.000

15:27:20

54

622.000

15:27:20

881

622.400

15:24:53

226

622.400

15:21:09

638

622.400

15:21:09

822

622.600

15:20:57

992

622.200

15:11:47

959

621.800

15:10:30

42

621.800

15:10:30

924

622.400

15:07:41

896

621.200

15:01:58

941

621.200

15:01:58

530

621.400

14:57:10

332

621.400

14:57:10

83

621.400

14:57:10

118

622.200

14:55:28

826

622.200

14:55:28

772

623.000

14:51:17

46

623.000

14:50:32

685

623.400

14:47:45

260

623.400

14:47:45

314

623.400

14:47:45

717

623.400

14:47:45

923

623.200

14:44:15

870

623.200

14:44:15

43

623.200

14:44:15

918

623.600

14:38:58

998

623.600

14:34:24

945

624.000

14:32:45

150

623.600

14:30:50

713

623.600

14:30:50

458

623.600

14:30:50

476

623.600

14:30:50

974

624.200

14:30:01

829

624.600

14:24:46

989

Fr., 04.10.2024       Rightmove

 

4 October 2024

 

Rightmove plc

Share buy-back programme

Rightmove plc – transactions in own shares

 

Rightmove plc (‘Rightmove’), announces that today it purchased 75,000 of its 0.1p ordinary shares at a volume weighted average price paid per share of 625.519p. The highest price paid per share was 629.400p and the lowest price paid per share was 619.200p. Rightmove purchased these shares through UBS AG London Branch.

 

The number of shares purchased represented 0.0095% of the voting rights attributable to the total ordinary shares in issue prior to such purchase. The purchased shares will be cancelled.

 

Since announcing a share buy-back programme on 28 December 2007, Rightmove has purchased in aggregate 519,126,789 ordinary shares.

 

The total number of ordinary shares in issue (excluding treasury shares) following this announcement is 788,525,604. Rightmove holds 11,401,687 shares in treasury.

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019 (the ‘UK MAR’), the schedule below contains detailed information about the purchases made by UBS AG London Branch on behalf of the Company as part of the buyback programme.

 

Contact: Michelle Palmer, Assistant Company Secretary 

CompanySecretary@rightmove.co.uk

 

Schedule of Purchases – Individual Transactions

 

Number of shares purchased

Transaction price (per share)

Time of transaction

Quantity

Price

Execution Time

1093

628.400

16:08:54

108

628.200

16:07:44

791

628.200

16:06:16

764

628.400

16:04:32

31

628.400

16:04:32

649

628.000

16:01:46

257

628.000

16:01:46

923

628.400

16:00:24

758

628.400

15:58:28

800

628.800

15:54:35

512

628.600

15:51:46

327

628.600

15:51:46

856

627.800

15:46:48

859

627.800

15:45:37

919

627.800

15:38:59

269

628.000

15:36:49

521

628.000

15:36:49

809

628.000

15:36:49

771

628.000

15:36:49

870

627.800

15:29:21

800

628.000

15:27:02

929

628.400

15:26:46

856

628.800

15:20:01

838

629.200

15:19:12

832

629.200

15:19:12

747

627.000

15:12:03

845

627.000

15:08:38

30

627.800

15:03:59

900

627.800

15:03:59

361

628.000

15:03:55

418

628.000

15:03:55

868

628.000

15:01:28

645

628.400

15:01:00

231

628.400

15:01:00

129

628.200

14:56:42

12

628.200

14:56:42

785

628.200

14:56:42

887

628.600

14:54:00

93

629.000

14:53:17

660

629.000

14:53:17

874

628.200

14:50:02

167

628.200

14:47:43

736

628.200

14:47:43

660

628.400

14:44:10

257

628.400

14:44:10

279

628.200

14:40:54

816

628.600

14:39:49

152

628.600

14:39:49

602

628.600

14:39:49

803

628.600

14:30:50

788

Do., 03.10.2024       Rightmove

 

3 October 2024

 

Rightmove plc

Share buy-back programme

Rightmove plc – transactions in own shares

 

Rightmove plc (‘Rightmove’), announces that today it purchased 75,000 of its 0.1p ordinary shares at a volume weighted average price paid per share of 632.132p. The highest price paid per share was 638.000p and the lowest price paid per share was 625.400p. Rightmove purchased these shares through UBS AG London Branch.

 

The number of shares purchased represented 0.0095% of the voting rights attributable to the total ordinary shares in issue prior to such purchase. The purchased shares will be cancelled.

 

Since announcing a share buy-back programme on 28 December 2007, Rightmove has purchased in aggregate 519,051,789 ordinary shares.

 

The total number of ordinary shares in issue (excluding treasury shares) following this announcement is 788,600,604. Rightmove holds 11,401,687 shares in treasury.

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019 (the ‘UK MAR’), the schedule below contains detailed information about the purchases made by UBS AG London Branch on behalf of the Company as part of the buyback programme.

 

Contact: Michelle Palmer, Assistant Company Secretary 

CompanySecretary@rightmove.co.uk

 

Schedule of Purchases – Individual Transactions

 

Number of shares purchased

Transaction price (per share)

Time of transaction

Quantity

Price

Execution Time

408

626.600

16:07:53

774

626.600

16:07:52

614

626.600

16:07:52

770

625.400

16:03:10

532

626.000

15:59:41

348

626.000

15:59:41

864

627.800

15:56:01

918

628.400

15:54:52

628

627.800

15:49:23

302

627.800

15:49:23

918

627.600

15:46:06

179

629.400

15:40:45

750

629.400

15:40:45

927

629.600

15:36:32

1017

629.400

15:35:13

848

629.000

15:30:05

892

630.000

15:25:24

830

631.000

15:22:32

185

631.800

15:18:29

642

631.800

15:18:29

760

631.400

15:16:09

887

633.200

15:12:25

855

633.200

15:12:25

778

633.200

15:12:25

879

631.600

15:03:52

896

632.000

15:02:07

796

632.600

15:01:07

271

632.600

15:01:07

600

632.600

15:01:07

821

630.200

14:51:06

360

630.400

14:47:36

200

630.400

14:47:36

282

630.400

14:47:18

399

630.400

14:45:07

351

630.400

14:45:07

795

630.800

14:43:48

788

630.600

14:39:24

158

631.000

14:36:21

600

631.000

14:36:21

717

631.000

14:36:21

525

631.000

14:36:21

153

631.200

14:36:18

157

631.200

14:36:10

440

631.200

14:36:06

157

631.200

14:36:06

829

630.200

14:27:07

807

630.400

14:24:59

17

630.400

14:24:59

855

631.200

14:16:41

303

631.400

14:15:50

626

Mi., 02.10.2024       Rightmove

 

2 October 2024

 

Rightmove plc

Share buy-back programme

Rightmove plc – transactions in own shares

 

Rightmove plc (‘Rightmove’), announces that today it purchased 75,000 of its 0.1p ordinary shares at a volume weighted average price paid per share of 633.635p. The highest price paid per share was 636.800p and the lowest price paid per share was 631.000p. Rightmove purchased these shares through UBS AG London Branch.

 

The number of shares purchased represented 0.0095% of the voting rights attributable to the total ordinary shares in issue prior to such purchase. The purchased shares will be cancelled.

 

Since announcing a share buy-back programme on 28 December 2007, Rightmove has purchased in aggregate 518,976,789 ordinary shares.

 

The total number of ordinary shares in issue (excluding treasury shares) following this announcement is 788,675,604. Rightmove holds 11,401,687 shares in treasury.

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019 (the ‘UK MAR’), the schedule below contains detailed information about the purchases made by UBS AG London Branch on behalf of the Company as part of the buyback programme.

 

Contact: Michelle Palmer, Assistant Company Secretary 

CompanySecretary@rightmove.co.uk

 

Schedule of Purchases – Individual Transactions

 

Number of shares purchased

Transaction price (per share)

Time of transaction

Quantity

Price

Execution Time

354

632.000

16:08:02

136

632.000

16:08:02

864

632.200

16:07:02

876

632.600

16:06:12

238

632.600

16:05:12

640

632.600

16:05:12

232

632.600

16:05:12

674

632.600

16:05:12

70

631.600

16:00:12

123

631.600

16:00:12

600

631.600

16:00:12

811

631.600

16:00:12

871

632.000

15:58:12

204

632.000

15:56:29

642

632.000

15:56:29

10

632.400

15:52:52

600

632.400

15:52:52

240

632.400

15:52:52

389

632.600

15:51:47

502

632.600

15:51:47

1091

632.800

15:50:25

810

633.000

15:50:19

905

631.600

15:44:52

123

631.800

15:44:06

560

631.800

15:44:06

885

631.800

15:41:04

873

632.000

15:36:42

775

632.400

15:36:02

872

632.600

15:34:30

299

631.600

15:29:30

600

631.600

15:29:30

861

631.600

15:29:30

76

632.400

15:24:44

709

632.400

15:24:44

113

632.800

15:21:40

149

632.800

15:21:40

600

632.800

15:21:40

855

632.800

15:21:40

13

632.800

15:21:40

829

632.800

15:21:40

336

633.000

15:20:59

247

633.000

15:20:59

900

632.200

15:15:12

923

632.400

15:14:20

907

632.000

15:07:40

309

632.400

15:04:50

600

632.400

15:04:50

874

632.400

15:04:50

335

631.000

15:01:37

477

631.000

15:01:37

826

Mi., 02.10.2024       Rightmove

 

2 October 2024

 

RIGHTMOVE PLC

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES

 

Rightmove 2017 Sharesave Plan grant of options

 

1.

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Ruaridh Hook

2.

Reason for notification

a)

Position/status

Chief Financial Officer

b)

Initial Notification/Amendment

Initial notification

3.

Details of the issuer

a)

Name

Rightmove plc

b)

Legal Entity Identifier

2138001JXGCFKBXYB828

4.

Details of the transaction: section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of financial instrument

Identification code:

Ordinary Shares of 0.1p each

GB00BGT3G23

b)

Nature of transaction

Grant of an option over Ordinary Shares at an exercise price of £4.42 under the Rightmove 2017 ShareSave Plan. The option is exercisable for six months from 1 November 2027.

c)

Prices and volumes

Price

Volume

Total

GBP 4.42

1,259

GBP 5,564.78

d)

Aggregated information not applicable for a single transaction

Price

Volume

Total

 

 

 

e)

Date of transaction

30 September 2024

f)

Place of transaction

Outside a trading venue

 

 

 

Name and contact number for enquiries:

Carolyn PollardCompany Secretary

CompanySecretary@Rightmove.co.uk

Di., 01.10.2024       Rightmove

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB00BGDT3G23

Issuer Name

RIGHTMOVE PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights; An acquisition or disposal of financial instruments

3. Details of person subject to the notification obligation

Name

Kayne Anderson Rudnick Investment Management, LLC

City of registered office (if applicable)

Los Angeles

Country of registered office (if applicable)

United States

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

 

City of registered office (if applicable)

 

Country of registered office (if applicable)

 

5. Date on which the threshold was crossed or reached

27-Sep-2024

6. Date on which Issuer notified

30-Sep-2024

7. Total positions of person(s) subject to the notification obligation

.

% of voting rights attached to shares (total of 8.A)

% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer

Resulting situation on the date on which threshold was crossed or reached

5.352490

4.795240

10.147730

80040306

Position of previous notification (if applicable)

5.354670

4.573510

9.928180

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)

Number of direct voting rights (DTR5.1)

Number of indirect voting rights (DTR5.2.1)

% of direct voting rights (DTR5.1)

% of indirect voting rights (DTR5.2.1)

GB00BGDT3G23

42217799

0

5.352490

0.000000

Sub Total 8.A

42217799

5.352490%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument

Expiration date

Exercise/conversion period

Number of voting rights that may be acquired if the instrument is exercised/converted

% of voting rights

ADR

 

 

37822507

4.795240

Sub Total 8.B1

 

37822507

4.795240%

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument

Expiration date

Exercise/conversion period

Physical or cash settlement

Number of voting rights

% of voting rights

 

 

 

 

 

 

Sub Total 8.B2

 

 

 

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person

Name of controlled undertaking

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Virtus Investment Partners, Inc

Virtus Investment Partners, Inc

0.000000

0.000000

0.000000%

Kayne Anderson Rudnick Investment Management, LLC

Kayne Anderson Rudnick Investment Management, LLC

5.352490

4.795240

10.147730%

10. In case of proxy voting

Name of the proxy holder

 

The number and % of voting rights held

 

The date until which the voting rights will be held

 

11. Additional Information

 

12. Date of Completion

30-Sep-2024

13. Place Of Completion

Los Angeles, CA, USA

Di., 01.10.2024       Rightmove

1 October 2024

RIGHTMOVE PLC

(the Company)

TOTAL VOTING RIGHTS

 

In accordance with the Disclosure Guidance and Transparency Rule 5.6.1, we notify the market that, as at 30 September 2024, the Company's issued share capital consisted of 800,152,291 ordinary shares of 0.1p each (Shares) of which 11,401,687 Shares are held by the Company in treasury. 

The total number of voting rights in the Company as at 30 September 2024 is therefore 788,750,604 (Total Voting Rights).

The Total Voting Rights figure may be used by shareholders as the denominator to determine if they are required to notify their interest in voting rights, or a change to that interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Contact details:

Carolyn Pollard, Company Secretary

CompanySecretary@rightmove.co.uk

 

 

 

Di., 01.10.2024       Rightmove

                                                                                                  FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser: Norges Bank (b) Owner or controller of interests and short positions disclosed, if different from 1(a):     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named. N/A (c) Name of offeror/offeree in relation to whose relevant securities this form relates:     Use a separate form for each offeror/offeree Rightmove plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: N/A (e) Date position held/dealing undertaken:     For an opening position disclosure, state the latest practicable date prior to the disclosure 30/09/2024 Dealing disclosure (f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?     If it is a cash offer or possible cash offer, state “N/A” Yes, Rea Group Ltd

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security: 0.1p ordinary Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 17,869,278 2.27% (1) Relevant securities owned and/or controlled: (2) Cash-settled derivatives: (3) Stock-settled derivatives (including options) and agreements to purchase/sell: TOTAL: 17,869,278 2.27%

All interests and all short positions should be disclosed.

-Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)        Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages:

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

Purchases and sales Class of relevant security Purchase/sale Number of securities Price per unit 0.1p ordinary Sale 37,292 6.2070 GBP

(b)        Cash-settled derivative transactions

Class of relevant security Product descriptione.g. CFD Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Typee.g. American, European etc. Expiry date Option money paid/ received per unit

(ii)        Exercise

Class of relevant security Product descriptione.g. call option Exercising/ exercised against Number of securities Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealinge.g. subscription, conversion Details Price per unit (if applicable)

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:Irrevocable commitments and letters of intent should not be included.  If there are no such agreements, arrangements or understandings, state “none”

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:(i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:If there are no such agreements, arrangements or understandings, state “none”

(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached? NO Date of disclosure: 01/10/2024 Contact name: Philippe Chiaroni Telephone number: +47 2407 3000

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Mo., 30.09.2024       Rightmove

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

 

FOR IMMEDIATE RELEASE

 

30 September 2024

 

Response to Rule 2.8 announcement from REA

 

The Board of Rightmove plc ("Rightmove" or the "Company") notes the announcement from REA Group Ltd ("REA") confirming that it does not intend to make a firm offer for Rightmove. As a result, REA is bound by the restrictions set out in Rule 2.8 of the City Code on Takeovers and Mergers.

 

Through this process, the Board concluded that REA's proposals were unattractive and materially undervalued Rightmove, and as such could not be recommended to shareholders.

 

The Board is confident in Rightmove's prospects as the UK's No. 1 property platform:

-          Rightmove's business model has proven itself able to deliver strong outcomes in all operating environments

-          A clear strategy in place to deliver long term and profitable growth

-          Well positioned to drive innovation and digitisation through the entire property transaction chain, powered by unrivalled market data and insights

-          Together with the Core1 business, Strategic Growth Areas2 will deliver a higher-growth, more diversified business, and an even stronger platform

-          The Board is confident that Rightmove's experienced and high-quality management team will continue to successfully drive the Group to create significant value for shareholders

 

Andrew Fisher, Chair, commented: "The Board of Rightmove is grateful to all of its shareholders who have engaged and shared views through this process. Rightmove is an amazing business with a very strong team and a clear strategy. We are confident that we will deliver significant future value for shareholders."

 

Enquiries:

 

Rightmove

Investor Relations 

 

 

Investor.Relations@rightmove.co.uk

Sodali & Co (Financial Communications)  

Elly Williamson

Rob Greening

Jane Glover

+44 207 250 1446 / rightmove@sodali.com

 

 

Notes:

1. Estate Agency and New Homes

2. Commercial Property, Rental Services and Mortgages

 

About Rightmove

 

Rightmove has the UK's largest selection of properties for sale and to rent, adds more listings than anyone else, and over 80% of all time spent on property portals is on Rightmove. Rightmove's vision is to give everyone the belief that they can make their move by giving people the best place to turn and return to for access to tools and expertise to make it happen. People can search Rightmove for residential resale, new homes, rentals, commercial property and overseas properties and use tools and information including getting a Mortgage in Principle, checking local sold prices, property valuations, market trends, maps and schools. Customers include the following key groups: estate agents, lettings agents, new homes developers, rental operators, commercial property operators and overseas property agents. Using the UK's largest housing datasets, we issue a number of regular reports to track housing market indicators: our monthly House Price Index (established 2002), our quarterly Rental Trends Tracker (established 2015), and a weekly Mortgage Rates Tracker (established 2023). Historical data is available on request. Founded in 2000, Rightmove listed on the London Stock Exchange in 2006 and is a member of the FTSE 100 index.

 

Mo., 30.09.2024       Rightmove

                                                                                                  FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser: Norges Bank (b) Owner or controller of interests and short positions disclosed, if different from 1(a):     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named. N/A (c) Name of offeror/offeree in relation to whose relevant securities this form relates:     Use a separate form for each offeror/offeree Rightmove plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: N/A (e) Date position held/dealing undertaken:     For an opening position disclosure, state the latest practicable date prior to the disclosure 27/09/2024 Dealing disclosure (f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?     If it is a cash offer or possible cash offer, state “N/A” Yes, Rea Group Ltd

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security: 0.1p ordinary Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 17,906,570 2.27% (1) Relevant securities owned and/or controlled: (2) Cash-settled derivatives: (3) Stock-settled derivatives (including options) and agreements to purchase/sell: TOTAL: 17,906,570 2.27%

All interests and all short positions should be disclosed.

-Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)        Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages:

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

Purchases and sales Class of relevant security Purchase/sale Number of securities Price per unit 0.1p ordinary Sale 37,236 6.6335 GBP

(b)        Cash-settled derivative transactions

Class of relevant security Product descriptione.g. CFD Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Typee.g. American, European etc. Expiry date Option money paid/ received per unit

(ii)        Exercise

Class of relevant security Product descriptione.g. call option Exercising/ exercised against Number of securities Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealinge.g. subscription, conversion Details Price per unit (if applicable)

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:Irrevocable commitments and letters of intent should not be included.  If there are no such agreements, arrangements or understandings, state “none”

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:(i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:If there are no such agreements, arrangements or understandings, state “none”

(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached? NO Date of disclosure: 30/09/2024 Contact name: Philippe Chiaroni Telephone number: +47 2407 3000

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Mo., 30.09.2024       Rightmove

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

30 September 2024

 

Rejection of Possible Offer Following Engagement with REA

 

As previously announced, the Board of Rightmove plc ("Rightmove" or the "Company") received a fourth proposal from REA Group Ltd ("REA") on 27 September 2024 (the "Latest Proposal"). 

 

Under the terms of the Latest Proposal, shareholders of Rightmove would receive, for each Rightmove share:

 

-          346 pence in cash and 0.0417 new REA shares, which implies an offer value of 780 pence based on the closing price of REA on 30 September 20241, and

 

-          a dividend of 6 pence in cash (in lieu of any final dividend for the year ending 31 December 2024 to which Rightmove shareholders would ordinarily be entitled).

 

The Latest Proposal adds 5p in cash (excluding the dividend referred to above) and 5p in REA shares, implying an additional 10p in value (or 1.3%) when compared to the third proposal recently made by REA. The third proposal was rejected by the Rightmove Board on 24 September 2024, on the basis that it materially undervalued Rightmove and its future prospects.

 

The Board of Rightmove has fully reviewed the Latest Proposal with its financial and legal advisers. The Board has taken into consideration the views of its shareholders and also considered the representations from the Chair and management team of REA, as detailed below. The Board has concluded that the Latest Proposal remains unattractive and continues to materially undervalue Rightmove and its future prospects and that the Board cannot recommend the Latest Proposal to Rightmove shareholders.

 

Accordingly, the Board has unanimously rejected the Latest Proposal.

 

Since the commencement of the offer period on 2 September 2024, the Rightmove Board, together with its financial and legal advisers, has carefully considered the terms of each proposal put forward by REA. The Board's deliberations have taken into consideration, inter alia, the implied value proposition of these proposals for Rightmove shareholders and the mix of cash and REA shares being proposed. The Board's assessment of each proposal has centred on a comparison of the implied value of the proposal with its own view of the standalone value and future prospects of Rightmove.

 

The Board has also consulted with and taken into consideration the views expressed to it from across the full spectrum of its shareholder base. Throughout this process, the Board has remained focussed on the best interests of shareholders as a whole, with a view to following a course of action which, in its judgement, will promote the success of Rightmove and maximise shareholder value in the medium to long term.

 

The Board has unanimously concluded that the Latest Proposal is unattractive and materially undervalues Rightmove. The Board has concluded that shareholder interests would be better served through the execution of Rightmove's standalone strategic plan, with the multiple paths for long-term value creation which were laid out at the Capital Markets Day in November 2023.

 

The Rightmove and REA teams have known one another for many years, and have had numerous interactions, including discussions around strategy and best practice as recently as June.  Rightmove has taken every phone call that REA has made since its interest was first made public, with a level of engagement which in Rightmove's view is customary and appropriate in the context of an unsolicited and unilateral series of approaches, made to a UK listed company, where the possible offeror is taking an incremental and iterative approach to price discovery.  

 

Following the receipt of the Latest Proposal, Rightmove's Chair, Andrew Fisher, agreed to meet with Hamish McLennan, the Chair of REA. The purpose of this in-person meeting was to allow the Chair of REA an opportunity to present the Latest Proposal and engage in discussions with the Chair of Rightmove, ensuring that the Rightmove Board was fully appraised of all information of relevance to its ongoing deliberations.  In addition, at REA's request, there was a further meeting including members of the executive teams of both companies. No information was presented in either meeting which was materially new or different to the information which has been previously presented publicly by REA.  Furthermore, nothing was presented in either meeting which materially changed the Board's view of the Latest Proposal. In addition, the meetings confirmed Rightmove's confidence in its current strategy and execution within a UK context. 

 

During these discussions REA requested an extension to the Put Up or Shut Up deadline and access to due diligence information, to allow it to consider a potential fifth proposal. 

 

The Board considers that the considerable information on Rightmove's business, strategy and financial results in the public domain, existing knowledge of Rightmove within REA, and Rightmove's numerous engagements with REA, should be sufficient for REA to put forward a proposal capable of recommendation, within the 28-day period set out under the UK Takeover Code.  The Put Up or Shut Up framework is designed to protect offeree companies from being subjected to an unnecessarily prolonged period of uncertainty cause by an offer period.  

 

The Board has declined requests from REA to grant due diligence access as none of REA's proposals received to date has been at a sufficient level to grant such access.  Without a compelling proposal, it would not be appropriate or in the best interests of Rightmove or its shareholders to provide confidential and commercially sensitive information to REA.

 

The Board remains confident in Rightmove's standalone prospects, as the clear leader in the UK property ecosystem, with momentum building towards its 2028 goals, as set out in the recent Capital Markets Day.

 

Rightmove, the UK's No.1 property platform for the last c.25 years, has an exciting strategy to drive long-term growth and returns. Rightmove is well positioned to drive digitisation through the entire transaction chain, powered by unrivalled market data and insights. Over 80% of traffic comes to Rightmove's platform direct and it benefits from more than 80% of share of time spent by customers on property portals.

 

Rightmove has significant technology capabilities, and is well placed to continue to innovate. With investment in technology and AI-enabled product teams, Rightmove has delivered 55% more technical releases in 2024 year-to-date compared to the equivalent period in 2023. Rightmove also benefits from the UK's largest, first party dataset of listings, lead generation and consumer interactions.

 

Andrew Fisher, Chair, commented:

 

"We respect REA and the success they have achieved in their domestic market. However, we remain confident in the standalone future of Rightmove. Rightmove has been the leading operator in the UK for over 20 years, and it has differentiated market presence, branding and technology, and very significant opportunities for future growth.

 

"The last few weeks have been very disruptive, as well as unsettling for our colleagues.  To the extent REA wants to put forward a further proposal, I urge them to submit a best and final proposal ahead of today's 5pm PUSU deadline such that we can bring certainty to this process.

 

"Our world-class team is executing against our strategic plan, and continuing to drive innovation and accelerate growth to deliver compelling shareholder value."

 

This announcement is being made without the agreement or approval of REA. There can be no certainty that any offer will be made nor as to the terms on which any offer may be made.

 

Any offer for Rightmove is governed by the City Code on Takeovers and Mergers (the "Code"). Under Rule 2.6(a) of the Code, REA must, by not later than 5.00 p.m. on 30 September 2024, either announce a firm intention to make an offer for Rightmove in accordance with Rule 2.7 of the Code or 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 be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

 

A further update will be provided as and when appropriate.

 

Enquiries:

 

Rightmove

Investor Relations

 

 

Investor.Relations@rightmove.co.uk

UBS AG London Branch (Joint Financial Adviser and Sole Corporate Broker to Rightmove)

Craig Calvert

Christian Lesueur

Gaurav Banerjee

Meera Sheth

 

+44 (0)20 7567 8000

Morgan Stanley (Joint Financial Adviser to Rightmove)

Laurence Hopkins

Dominique Cahu

Ben Grindley

Nagib Ahmad

 

Sodali & Co (Financial Communications) 

Elly Williamson

Rob Greening

Jane Glover

+44 (0)20 7425 8000

 

 

 

 

 

 

+44 207 250 1446 / rightmove@sodali.com

 

 

Based on AUD:GBP FX rate of 1.9311 as at 7:00am UK time on 30 September 2024.

 

Linklaters LLP is acting as legal adviser to Rightmove.

 

The person responsible for arranging the release of this announcement on behalf of Rightmove is Carolyn Pollard, Company Secretary.

 

Important notices relating to financial advisers

 

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser to Rightmove and no one else in connection with the matters described in this Announcement. In connection with such matters, UBS, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any other matter referred to herein.

 

Morgan Stanley & Co. International plc ("Morgan Stanley") is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, and is acting as financial adviser for Rightmove and for no one else in connection with the possible offer and will not be responsible to anyone other than Rightmove for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this announcement or any other matters referred to in this announcement.

 

Publication on Website

 

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Rightmove's website at plc.rightmove.co.uk by no later than 12 noon London time on 1 October 2024.

 

 

Fr., 27.09.2024       Rightmove

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

 

FOR IMMEDIATE RELEASE

 

27 September 2024

 

Further proposal from REA

 

On 27 September 2024, the Board of Rightmove plc ("Rightmove" or the "Company") received a fourth unsolicited, non-binding and highly conditional proposal from REA Group Ltd ("REA") regarding a possible cash and share offer to acquire the entire issued and to be issued ordinary share capital of Rightmove (the "Latest Proposal").

 

Under the terms of the Latest Proposal, shareholders of Rightmove would receive, for each Rightmove share:

 

-          346 pence in cash and 0.0417 new REA shares, which implies an offer value of 775 pence based on the closing price of REA on 27 September 20241, and

-          a dividend of 6 pence in cash (in lieu of any final dividend for the year ending 31 December 2024 to which Rightmove shareholders would ordinarily be entitled).

 

As it has done throughout this process, the Board will consider the Latest Proposal together with its financial advisers and, in the meantime, shareholders are urged to take no action.

 

There can be no certainty that any offer will be made for the Company nor as to the terms on which any offer may be made.

 

Any offer for Rightmove is governed by the City Code on Takeovers and Mergers (the "Code"). Under Rule 2.6(a) of the Code, REA must, by not later than 5.00 p.m. on 30 September 2024, either announce a firm intention to make an offer for Rightmove in accordance with Rule 2.7 of the Code or 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 be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

 

This announcement has been made without the consent of REA.

 

Enquiries:

 

Rightmove

Investor Relations

 

 

Investor.Relations@rightmove.co.uk

 

UBS AG London Branch (Joint Financial Adviser and Sole Corporate Broker to Rightmove)

Craig Calvert

Christian Lesueur

Gaurav Banerjee

Meera Sheth

 

+44 (0)20 7567 8000

Morgan Stanley (Joint Financial Adviser to Rightmove)

Laurence Hopkins

Dominique Cahu

Ben Grindley

Nagib Ahmad

 

Sodali & Co (Financial Communications) 

Elly Williamson

Rob Greening

Jane Glover

+44 (0)20 7425 8000

 

 

 

 

 

 

+44 207 250 1446 / rightmove@sodali.com

 

 

Based on GBP:AUD FX rate of 1.946 as at 27 September 2024

 

Linklaters LLP is acting as legal adviser to Rightmove.

 

Important notices relating to financial advisers

 

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser to Rightmove and no one else in connection with the matters described in this Announcement. In connection with such matters, UBS, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any other matter referred to herein.

 

Morgan Stanley & Co. International plc ("Morgan Stanley") is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, and is acting as financial adviser for Rightmove and for no one else in connection with the possible offer and will not be responsible to anyone other than Rightmove for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this announcement or any other matters referred to in this announcement.

 

Publication on Website

 

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Rightmove's website at plc.rightmove.co.uk by no later than 12 noon London time on the business day following this announcement.

Fr., 27.09.2024       Rightmove

  FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Norges Bank

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

 The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

 Use a separate form for each offeror/offeree

Rightmove plc

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

N/A

(e) Date position held/dealing undertaken:

 For an opening position disclosure, state the latest practicable date prior to the disclosure

26/09/2024

Dealing disclosure

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

 If it is a cash offer or possible cash offer, state “N/A”

Yes,

Rea Group Ltd

 

 

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

 

Class of relevant security:

 

0.1p ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

17,943,806

2.27%

 

 

(1) Relevant securities owned and/or controlled:

 

 

 

 

(2) Cash-settled derivatives:

 

         

 

 

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

 

 

 

 

TOTAL:

 

17,943,806

2.27%

 

 

 

All interests and all short positions should be disclosed.

 

-Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

(b) Rights to subscribe for new securities (including directors’ and other employee options)

 

Class of relevant security in relation to which subscription right exists:

 

Details, including nature of the rights concerned and relevant percentages:

 

 

 

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)                Purchases and sales

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

0.1p ordinary

Sale

111,821

6.7490

GBP

 

 

 

 

 

 

 

 

 

 

 

(b) Cash-settled derivative transactions

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

 

 

 

 

 

 

 

(c) Stock-settled derivative transactions (including options)

 

(i) Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

 

 

 

 

 

 

 

 

 

(ii) Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

 

 

 

 

 

 

 

(d) Other dealings (including subscribing for new securities)

 

Mi., 25.09.2024       Rightmove

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

25 September 2024

 

Further possible offer for Rightmove

 

As previously announced, the Board of Rightmove plc ("Rightmove" or the "Company") received a third unsolicited, non-binding and highly conditional proposal from REA Group Ltd ("REA") regarding a possible cash and share offer to acquire the entire issued and to be issued ordinary share capital of Rightmove (the "Increased Proposal") on 22 September 2024.

 

The Increased Proposal was 341 pence in cash and 0.0422 new REA shares for each Rightmove ordinary share. Based on the closing price of REA on 24 September 20241, this revised proposal implied an offer value of 759 pence. From 30 August 2024 (the last business day before the offer period) to 24 September 2024, REA's share price has fallen by c.12%.

 

The Board considered the Increased Proposal, together with its financial advisers, and concluded that the Increased Proposal continues to be unattractive and materially undervalues the Company and its future prospects. Accordingly, the Board unanimously rejected the Increased Proposal on 24 September 2024.

 

Rightmove shareholders should take no action in respect of the Increased Proposal.

 

This announcement is being made without the agreement or approval of REA. There can be no certainty that any offer will be made nor as to the terms on which any offer may be made.

 

Any offer for Rightmove is governed by the City Code on Takeovers and Mergers (the "Code"). Under Rule 2.6(a) of the Code, REA must, by not later than 5.00 p.m. on 30 September 2024, either announce a firm intention to make an offer for Rightmove in accordance with Rule 2.7 of the Code or 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 be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

 

A further update will be provided as and when appropriate.

 

Enquiries

 

Rightmove

Investor Relations Investor.Relations@rightmove.co.uk

 

 

 

UBS AG London Branch (Joint Financial Adviser and Sole Corporate Broker to Rightmove)

Craig Calvert

Christian Lesueur

Gaurav Banerjee

Meera Sheth

 

+44 (0)20 7567 8000

Morgan Stanley (Joint Financial Adviser to Rightmove)

Laurence Hopkins

Dominique Cahu

Ben Grindley

Nagib Ahmad

 

Sodali & Co (Financial Communications)    

Elly Williamson

Rob Greening

Jane Glover

 

+44 (0)20 7425 8000

 

 

 

 

 

+44 207 250 1446 / rightmove@sodali.com

 

 

Based on AUD:GBP FX rate of 0.5112 as at 24 September 2024

 

Linklaters LLP is acting as legal adviser to Rightmove.

 

The person responsible for arranging the release of this announcement on behalf of Rightmove is Carolyn Pollard, Company Secretary.

 

Important notices relating to financial advisers

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser to Rightmove and no one else in connection with the matters described in this Announcement. In connection with such matters, UBS, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any other matter referred to herein.

 

Morgan Stanley & Co. International plc ("Morgan Stanley") is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, and is acting as financial adviser for Rightmove and for no one else in connection with the possible offer and will not be responsible to anyone other than Rightmove for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this announcement or any other matters referred to in this announcement.

 

Publication on Website

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Rightmove's website at plc.rightmove.co.uk by no later than 12 noon London time on 26 September 2024.

Mo., 23.09.2024       Rightmove

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

23 September 2024

Further Possible Offer for Rightmove

The Board of Rightmove plc ("Rightmove" or the "Company") notes the announcement from REA Group Ltd ("REA") earlier today and confirms that it received a third unsolicited, non-binding and highly conditional proposal from REA regarding a possible cash and share offer to acquire the entire issued and to be issued ordinary share capital of Rightmove (the "Increased Proposal").

This third non-binding proposal was 341 pence in cash and 0.0422 new REA shares for each Rightmove ordinary share. Based on the closing price of REA on 23 September 20241, this revised proposal implied an offer value of 761 pence.

This follows a second proposal of 341 pence in cash and 0.04 new REA shares for each Rightmove ordinary share which was rejected by the Rightmove Board on 18 September 2024. The Board will carefully consider the Increased Proposal, together with its financial advisers.

Andrew Fisher, Chair, commented:

"Rightmove is an exceptional company with a very clear strategy, a consistent track record of delivery and a strong management team. The Board is confident in the Company's short and long term prospects, and sees a long runway for continued shareholder value creation.

"Based on the implied value and structure of REA's first and second indicative non-binding proposals, we considered these proposals to be uncertain, highly opportunistic and unattractive. Accordingly, the Board unanimously rejected them.

"The Board will continue to act on behalf of our shareholders and respond to the most recent proposal in due course."

 

Rightmove shareholders should take no action in respect of the Increased Proposal.

 

This announcement is being made without the agreement or approval of REA. There can be no certainty that any offer will be made nor as to the terms on which any offer may be made.

Any offer for Rightmove is governed by the City Code on Takeovers and Mergers (the "Code"). Under Rule 2.6(a) of the Code, REA must, by not later than 5.00 p.m. on 30 September 2024, either announce a firm intention to make an offer for Rightmove in accordance with Rule 2.7 of the Code or 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 be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

 

A further update will be provided as and when appropriate.

Enquiries

Rightmove

Investor Relations Investor.Relations@rightmove.co.uk

 

 

 

UBS AG London Branch (Joint Financial Adviser and Sole Corporate Broker to Rightmove)

Craig Calvert

Christian Lesueur

Gaurav Banerjee

Meera Sheth

 

 

+44 (0)20 7567 8000

Morgan Stanley (Joint Financial Adviser to Rightmove)

Laurence Hopkins

Dominique Cahu

Ben Grindley

Nagib Ahmad

 

Sodali & Co (Financial Communications)    

 

Elly Williamson

Rob Greening

Elizabeth Kittle

 

+44 (0)20 7425 8000

 

 

 

 

 

 

+44 207 250 1446 / rightmove@sodali.com

 

Based on GBP:AUD FX rate of 0.5125 as at 23 September 2024

Linklaters LLP is acting as legal adviser to Rightmove.

The person responsible for arranging the release of this announcement on behalf of Rightmove is Carolyn Pollard.

Important notices relating to financial advisers

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser to Rightmove and no one else in connection with the matters described in this Announcement. In connection with such matters, UBS, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any other matter referred to herein.

Morgan Stanley & Co. International plc ("Morgan Stanley") is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, and is acting as financial adviser for Rightmove and for no one else in connection with the possible offer and will not be responsible to anyone other than Rightmove for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this announcement or any other matters referred to in this announcement.

Publication on Website

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Rightmove's website at plc.rightmove.co.uk by no later than 12 noon London time on 24 September 2024.

 

 

Do., 19.09.2024       Rightmove

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB00BGDT3G23

Issuer Name

RIGHTMOVE PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights; An acquisition or disposal of financial instruments

3. Details of person subject to the notification obligation

Name

Kayne Anderson Rudnick Investment Management, LLC

City of registered office (if applicable)

Los Angeles

Country of registered office (if applicable)

United States

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

 

City of registered office (if applicable)

 

Country of registered office (if applicable)

 

5. Date on which the threshold was crossed or reached

17-Sep-2024

6. Date on which Issuer notified

18-Sep-2024

7. Total positions of person(s) subject to the notification obligation

.

% of voting rights attached to shares (total of 8.A)

% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer

Resulting situation on the date on which threshold was crossed or reached

5.354670

4.573510

9.928180

78308563

Position of previous notification (if applicable)

6.523800

4.402580

10.926380

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)

Number of direct voting rights (DTR5.1)

Number of indirect voting rights (DTR5.2.1)

% of direct voting rights (DTR5.1)

% of indirect voting rights (DTR5.2.1)

GB00BGDT3G23

42234954

0

5.354670

0.000000

Sub Total 8.A

42234954

5.354670%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument

Expiration date

Exercise/conversion period

Number of voting rights that may be acquired if the instrument is exercised/converted

% of voting rights

ADR

 

 

36073609

4.573510

Sub Total 8.B1

 

36073609

4.573510%

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument

Expiration date

Exercise/conversion period

Physical or cash settlement

Number of voting rights

% of voting rights

 

 

 

 

 

 

Sub Total 8.B2

 

 

 

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person

Name of controlled undertaking

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Virtus Investment Partners, Inc

Virtus Investment Partners, Inc

0.000000

0.000000

0.000000%

Kayne Anderson Rudnick Investment Management, LLC

Kayne Anderson Rudnick Investment Management, LLC

5.354670

4.573510

9.928180%

10. In case of proxy voting

Name of the proxy holder

 

The number and % of voting rights held

 

The date until which the voting rights will be held

 

11. Additional Information

 

12. Date of Completion

18-Sep-2024

13. Place Of Completion

Los Angeles, CA, USA

Mo., 16.09.2024       Rightmove

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Rightmove plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

 The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

 Use a separate form for each offeror/offeree

REA Group Ltd

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

 The latest practicable date prior to the disclosure

15 September 2024

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

 If it is a cash offer or possible cash offer, state "N/A"

Rightmove plc

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares and ADRs

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

 TOTAL:

Nil

-

Nil

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

Interests of connected advisers

 

Interests of Morgan Stanley & Co International plc (through Calvert Research and Management) in REA Group Ltd

 

Class of relevant security:

 

Ordinary NPV

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

3,902

0.003

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 

     TOTAL:

3,902

0.003

Nil

Nil

 

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

 

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

 

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

16 September 2024

Contact name:

Carolyn Pollard

Telephone number:

07967 588204

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

Mo., 16.09.2024       Rightmove

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Rightmove plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

 The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

 Use a separate form for each offeror/offeree

Rightmove plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

 The latest practicable date prior to the disclosure

13 September 2024

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

 If it is a cash offer or possible cash offer, state "N/A"

REA Group Ltd

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares and ADRs

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

 TOTAL:

Nil

-

Nil

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Name of director

Number of Rightmove plc ordinary shares held**

Percentage of total issued share capital (excluding treasury shares) (%)*

Johan Svanstrom

10,000

0.00

Alison Dolan

33,085

0.00

Andrew Fisher

20,000

0.00

Jacqueline de Rojas

1,880

0.00

 

* Percentages have been given to two decimal places.

** Excludes shares held under the SIP (see below).

 

 

Interests held as options or awards by directors of Rightmove plc in Rightmove plc ordinary shares

 

Johan Svanstrom

 

Share Plan

Number of relevant securities

Grant Date

Vesting Date

Exercise Price

Expiry Date

Save as You Earn

4,140

19 September 2023

1 November 2026

£4.48

30 April 2027

Performance Share Plan

186,170

10 March 2023

10 March 2026

Nil

10 March 2030

191,983

12 March 2024

12 March 2027

Nil

12 March 2031

Deferred Share Plan

75,661

12 March 2024

12 March 2026

Nil

12 March 2027

SIP***

600

 

21 December 2023

21 December 2026

Nil

 

 

Alison Dolan

 

Share Plan

Number of relevant securities

Grant Date

Vesting Date

Exercise Price

Expiry date

Performance Share Plan

21,839

17 September 2020

17 September 2023

Nil

17 September 2027

60,966

3 March 2021

3 March 2024

Nil

3 March 2028

104,400

2 March 2022

2 March 2025

Nil

2 March 2029

139,628

10 March 2023

10 March 2026

Nil

10 March 2030

143,987

12 March 2024

12 March 2027

Nil

Mi., 04.09.2024       Rightmove

                                                                                                  FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser: Norges Bank (b) Owner or controller of interests and short positions disclosed, if different from 1(a):     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named. N/A (c) Name of offeror/offeree in relation to whose relevant securities this form relates:     Use a separate form for each offeror/offeree Rightmove plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: N/A (e) Date position held/dealing undertaken:     For an opening position disclosure, state the latest practicable date prior to the disclosure 03/09/2024 Opening disclosure (f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?     If it is a cash offer or possible cash offer, state “N/A” Yes, Rea Group Ltd

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security: 0.1p ordinary Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 18,055,627 2.29% (1) Relevant securities owned and/or controlled: (2) Cash-settled derivatives: (3) Stock-settled derivatives (including options) and agreements to purchase/sell: TOTAL: 18,055,627 2.29%

All interests and all short positions should be disclosed.

-Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)        Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages:

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

Purchases and sales Class of relevant security Purchase/sale Number of securities Price per unit

(b)        Cash-settled derivative transactions

Class of relevant security Product descriptione.g. CFD Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Typee.g. American, European etc. Expiry date Option money paid/ received per unit

(ii)        Exercise

Class of relevant security Product descriptione.g. call option Exercising/ exercised against Number of securities Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealinge.g. subscription, conversion Details Price per unit (if applicable)

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:Irrevocable commitments and letters of intent should not be included.  If there are no such agreements, arrangements or understandings, state “none”

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:(i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:If there are no such agreements, arrangements or understandings, state “none”

(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached? NO Date of disclosure: 04/09/2024 Contact name: Philippe Chiaroni Telephone number: +47 2407 3000

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Mo., 02.09.2024       Rightmove

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

 

FOR IMMEDIATE RELEASE

 

 

2 September 2024

 

 

Rightmove plc

 

Rule 2.9 announcement of relevant securities in issue

 

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, Rightmove confirms that there are 788,750,604 ordinary shares of 0.1 pence each in issue (excluding 11,401,687 shares held in treasury).  The International Securities Identification Number (ISIN) for Rightmove's shares is GB00BGDT3G23.

 

Enquiries:

 

Investor Relations Investor.Relations@rightmove.co.uk

Sodali & Co rightmove@sodali.com

 

 

 

Disclosure requirements of the Takeover Code (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(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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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