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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