Proposed Agent Share Dealing Arrangements
13 December 2022
("OnTheMarket", the "Group" or the "Company")
Proposed Agent Share Dealing Arrangements
OnTheMarket plc, the majority agent-owned company which operates the onthemarket.com property portal, announces that yesterday it posted to eligible agent shareholders a letter (and certain other documents) (the "Agent Shareholder Letter") setting out details of a proposed streamlined mechanism for eligible agent shareholders who entered into five-year lock-in arrangements in respect of their ordinary shares in the capital of the Company ("Ordinary Shares") ("Entitled Agent Shareholders") at the time of the Company's admission to AIM in February 2018 (the "Lock-in Arrangements") to trade their Ordinary Shares, should they so wish, when those Lock-in Arrangements expire in February 2023.
The proposed arrangements referred to above involve making a Corporate Sponsored Nominee administered by Link Group ("Link") (the "OTM CSN") available, which provides a facility for Entitled Agent Shareholders who wish to do so to dematerialise their Ordinary Shares and transfer them electronically into the OTM CSN to facilitate future share trading. In due course, it is intended to provide for Entitled Agent Shareholders and participants in the Company's management incentive plan who are also subject to the Lock-in Arrangements, via the Company's brokers, Zeus Capital and Shore Capital, to participate in a process to sell Ordinary Shares in an aggregated and orderly manner, to match share buying and selling demand, which the directors of the Company expect to provide a better outcome for those persons who wish to sell Ordinary Shares and for other stakeholders in the Company. Further information and updates on these arrangements will be provided by the Company, as appropriate, in due course.
The Directors believe that the Company's position as the agents' portal, with significant agent ownership, continues to offer strong strategic benefits for agents and is delighted to have agents' ongoing support as shareholders to ensure that they continue to have a collective voice in the continuing evolution of property search websites. Through agent town halls, OnTheMarket will continue to provide a platform for agent shareholders to influence the future direction of the portal. The Company is committed to continuing to offer products and services that provide valuable leads, additional revenue opportunities and genuine cost savings to agents and the commitment to sustainably fair pricing for listing properties at onthemarket.com remains at the core of OnTheMarket's proposition. The Directors believe that this, together with the Company's future business strategy, will allow the business to grow shareholder value in the future. The Agent Shareholder Letter will shortly be available on the Company's investor website under the section "Shareholder meetings and circulars" at plc.onthemarket.com/investors-shareholders, subject to certain access restrictions.
For further information, please contact:
OnTheMarket 0207 353 4200
Jason Tebb, Chief Executive Officer
Clive Beattie, Chief Financial Officer
Tulchan Communications 0207 353 4200
Zeus Capital (Nominated Adviser/Joint Broker) 0203 823 5000
Jamie Peel, Martin Green, James Hornigold
Benjamin Robertson (Corporate Broking)
Shore Capital (Joint Broker) 0207 408 4090
Daniel Bush, John More (Corporate Finance)
Fiona Conroy (Corporate Broking)
Background on OnTheMarket:
OnTheMarket plc, the majority agent-owned company which operates the onthemarket.com property portal, is a leading UK residential property portal provider.
Its objective is to create value for shareholders and property advertiser customers by delivering an agent-backed, technology enabled portal - offering a first-class service to agents and new homes developers at sustainably fair prices and becoming the go-to portal for serious property-seekers.
OnTheMarket provides a unique opportunity for agents to participate in the equity value of their own portal. Agent backing and support enable OnTheMarket to display 'Only With Us' properties which are either exclusive properties advertised at onthemarket.com by customers who do not list their properties with either Rightmove or Zoopla, or properties listed 24 hours or more before agents release these properties to Rightmove or Zoopla.
This announcement contains information about, amongst other things, an opportunity for Entitled Agent Shareholders to sell some or all of their shares. It comprises factual information only about the opportunity and must not be relied upon for any other purpose. This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any jurisdiction. This announcement is not a recommendation to sell, nor does it contain any opinion about shares in the Company or whether any Entitled Agent Shareholder should or should not participate in the opportunity.
This announcement does not constitute investment advice and the information is not intended to imply any recommendation or opinion about shares in the Company. Nothing in this announcement takes account of any Entitled Agent Shareholder's objectives, financial situation or needs. The Company is not licensed to provide investment advice. Before any Entitled Agent Shareholder makes any decision regarding their shares in the Company, they should consult their own financial adviser to consider what action is appropriate having regard to their own objectives, financial situation and needs.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Australia, New Zealand, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
No action has been taken by the Company, Link, the Brokers or any of their respective affiliates that would permit an offering of any securities or possession or distribution of this announcement or any other materials relating to such securities in any jurisdiction where action for that purpose is required.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this announcement nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States.
No securities have been approved or disapproved by the U.S. Securities and Exchange Commission, any state or other securities commission or other regulatory authority in the United States, and none of the foregoing authorities has passed upon or endorsed the merits of the arrangements referred to herein or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, Link, the Brokers or any of their respective affiliates in relation to any sale, purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, Link, the Brokers or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified. Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.
Members of the public are not eligible to take part in the arrangements referred to in this announcement. This announcement and the information set out herein are for information purposes only and are directed at and may only be communicated to: (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"); and (b) in the United Kingdom, at "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; (iii) shareholders of the Company to whom the Agent Shareholder Letter is addressed within Article 43 of the Order; or (iv) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this announcement relates is only available to, and will be engaged in only with, Relevant Persons at the appropriate time. Persons distributing this announcement must satisfy themselves that is lawful to do so.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with any sale of, or any investment in, shares the Company.
Certain information contained in this announcement may consist of forward-looking statements reflecting the current view of the Company with respect to future events and is subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including industry trends, and changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in such forward-looking statements. Recipients of this announcement are cautioned not to place any reliance on these forward-looking statements. The Company undertakes no obligation to republish revised forward-looking statements to reflect changed events or circumstances.
Zeus Capital Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company, and no one else, in connection with the subject matter of this announcement and the arrangements referred to herein and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the subject matter of this announcement and the arrangements referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the subject matter of this announcement and/or its contents or any transactions or arrangements referred to in this announcement.
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are authorised and regulated in the United Kingdom by the Financial Conduct Authority and are acting exclusively for the Company, and no one else, in connection with the subject matter of this announcement and the arrangements referred to herein and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the subject matter of this announcement and the arrangements referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for giving advice in relation to the subject matter of this announcement and/or its contents or any transactions or arrangements referred to in this announcement.
Any other person in receipt of this announcement, including (without limitation) Entitled Agent Shareholders, should seek their own independent legal, investment and tax advice as they see fit.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.