On 30 May 2022, the Board of Countryside Partnerships plc (LON:CSP) confirmed that it had received two unsolicited, non-binding, conditional proposals from Inclusive Capital in relation to a possible offer for the entire issued, and to be issued, share capital of the Company. Both proposals were rejected on the basis that they materially undervalued the Company and the Board’s view of its prospects.
The Board believes that, given Countryside’s differentiated market position and attractive business model, it is well positioned to create significant shareholder value over time. The Board is confident that, with the clear strategy it has in place and with the ongoing execution of the operational improvement plan announced on 7 April 2022, Countryside has a strong platform to deliver value in excess of the proposals received.
Since the announcement of 30 May 2022, the Board has received feedback from a number of significant shareholders regarding the future of the Company. A meaningful number of shareholders believe that the Company would be in a better position to capitalise on the opportunities ahead as a privately-owned company or as part of a larger business and have asked the Board to actively seek offers for the Company.
In light of this feedback, the Board has decided to conduct an orderly process to establish whether there is a bidder prepared to offer a value that the Board considers compelling relative to the long-term standalone prospects of Countryside as a listed company. In the event no such compelling proposal is forthcoming, given the Board’s view of the significant potential for the business as a standalone entity, then the Board is committed to Countryside remaining as an independent listed company.
Formal sale process
Once the Company has completed relevant preparatory work, it has been agreed with the Takeover Panel that any discussions with third parties in relation to an offer for the Company will take place within the context of a “formal sale process” (as set out in Note 2 on Rule 2.6 of the Code) in order to enable conversations with parties interested in making such a proposal to take place on a confidential basis.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as they are participating in the formal sale process.
Parties with a possible interest in making a proposal should contact Countryside’s lead financial adviser, Rothschild & Co, using the contact details below.
The preparatory work is expected to take a number of months to conclude. When ready, the Company intends to conduct a targeted process, focused on those parties who understand and value the full potential of the Company, its unique heritage, committed employee base, who will enable the Company to continue to prosper in the long term.
Any interested party will be required to enter into a non-disclosure and standstill agreement with Countryside on terms satisfactory to the Board and on the same terms, in all material respects, as any other interested parties, before being permitted to participate in the process. Following execution of the non-disclosure and standstill agreement, the Company intends to provide interested parties with certain information materials on the Company. Following receipt of the information materials, interested parties shall be invited to submit proposals to the Company.
Further announcements regarding timings and procedures for the formal sale process will be made as appropriate.
Inclusive Capital has confirmed to the Board of Countryside that it wishes to participate in the formal sale process and therefore will no longer be subject to a deadline of 5.00pm on 27 June 2022 by which it must announce either a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer.
Other than Inclusive Capital, the Company is not currently in discussions with, nor in receipt of an approach from any potential offeror relating to an acquisition of the issued and to be issued share capital of the Company.
The Board of Countryside reserves the right to alter or terminate the process at any time and in such cases will make an announcement as appropriate.
The Board of Countryside Partnerships also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
In light of the present circumstances, the Board has determined that it would be inappropriate to continue the share buy-back programme that has previously been announced, and the Board intends to suspend the share buy-back programme until the formal sale process is completed or terminated.
