This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ( FCA ) and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in the United States or in any other jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus (the Prospectus ) in its final form expected to be published by Countryside Properties plc ( Countryside or the Company ) in due course in connection with the proposed admission of its ordinary shares (the Shares ) to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange plc's (the London Stock Exchange ) main market for listed securities (together, Admission ). A copy of the Prospectus will, following publication, be available for inspection from www.countryside-properties.com (subject to applicable securities laws), and from the Company s registered office at Countryside House, The Drive, Brentwood, Essex CM13 3AT. For Immediate Release 1 February 2016 Countryside Properties plc Announcement of Price Range Following its announcement on 14 January 2016 of its intention to proceed with an initial public offering (the Offer or the IPO ), Countryside today announces the price range for the IPO and its intention to publish, later today, the Prospectus for the Offer. The price range for the Offer has been set at 225 pence to 275 pence per Share, representing a market capitalisation of 1,125 million at the mid point of the price range. Post IPO the issued ordinary share capital of the Company is expected to be 450 million Shares. Post completion of the Offer, it is anticipated that the Company will have a free float of between 30% and 50% of its issued share capital. The Offer will comprise an offer of new Shares to be issued by the Company and expected to raise net primary proceeds of approximately 114 million, 64 million of which will be used to reduce the Group s financial indebtedness and 50 million of which will be used to accelerate growth in the development of existing sites, as well as an offer of existing Shares to be sold by certain selling shareholders. Institutional Offer The Offer will comprise an offer of Shares to certain institutional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S of the Securities Act of 1933 as amended (the Securities Act ) and to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in the United States in reliance on an exemption from the registration requirements of the Securities Act). Institutional Offer bookbuilding will commence following publication of the Prospectus and is expected to close at 1.00pm on 11 February 2016. 1
Intermediaries Offer Retail investors can apply through stockbrokers and share dealing providers who are participating in the Offer as Intermediaries, who will apply for Shares on behalf of their clients. Retail investors can find further information about the Intermediaries Offer, including the Prospectus once published, and a list of the firms acting as Intermediaries for the Intermediaries Offer at http://investors.countryside-properties.com/how-to-apply (subject to applicable securities laws). The minimum individual application size in the Intermediaries Offer will be 1,000. The Intermediaries Offer is expected to open following publication of the Prospectus. Individuals must apply in the Intermediaries Offer through participating Intermediaries. The last time and date for the receipt of applications by Intermediaries is 4.00pm on 10 February 2016. The final offer price is expected to be announced on or around 12 February 2016, with conditional dealings in the Shares expected to commence on the London Stock Exchange on the same day. Ian Sutcliffe, Group Chief Executive Officer at Countryside, said: We have received very positive feedback since our Intention to Float announcement, highlighting the strength of our differentiated Housebuilding and Partnerships divisions, both of which offer growth and long term value for investors. We are firmly on track to deliver our target of increasing completions to 3,600 units per annum in the medium term, with our plans underpinned by our leading land bank, strong relationships across both divisions and good political support for the UK housebuilding sector. We look forward with confidence to the next stage of growth for Countryside as a publicly listed company. Further Enquiries: Countryside +44 (0) 12 7726 0000 Ian Sutcliffe Group Chief Executive Rebecca Worthington Group Chief Financial Officer Victoria Prior Investor Relations & Strategy Director Sole Sponsor, Joint Global Co-ordinator, Joint Bookrunner J.P. Morgan Cazenove +44 (0) 20 7742 4000 Mark Breuer 2
Laurene Danon Virginia Khoo Alec Pratt Joint Global Co-ordinators and Joint Bookrunners Barclays +44 (0) 20 7773 2500 Phil Shelley Derek Shakespeare Barry Meyers James Thomas Numis +44 (0) 20 7260 1000 Christopher Wilkinson Heraclis Economides Oliver Hardy Michael Burke Joint Bookrunner Peel Hunt +44 (0) 20 7418 8900 Charlie Batten Indy Bhattacharyya Hugh Preston Al Rae Media Enquiries Brunswick Group LLP +44 (0) 20 7404 5959 Simon Sporborg Nina Coad Intermediaries Offer Enquiries Numis +44 (0) 20 7260 1000 3
Maurice Franks Maria Driver Important Notice This announcement has been prepared by and is the sole responsibility of Countryside. Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of, Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Canada, Australia, Japan or South Africa or to any national, resident or citizen of Canada, Australia, Japan or South Africa. This announcement is not an offer of, or solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by Countryside in due course in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. Copies of the Prospectus will, following publication, be available for inspection from the Company s registered office at Countryside House, The Drive, Brentwood, Essex, CM13 3AT and from the Company s website www.countryside-properties.com (subject to applicable securities laws). Any purchase of Shares in the Offer should be made solely on the basis of the information contained in the final Prospectus to be issued in connection with the Offer. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any 4
solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, when published. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on Countryside's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned. This announcement is only addressed to, and directed at (i) persons who are outside the member states of the European Economic Area ( EEA ); (ii) (A) in the EEA, persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive ); or (B) in the United Kingdom, (1) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ); (2) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; and (3) qualified investors as defined in section 86 of the Financial Services and Markets Act 2000, as amended; or (iii) otherwise to persons to whom it may otherwise lawfully communicated (all such persons being referred to as "Relevant Persons"). Nothing in this announcement constitutes investment advice and this announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons, and will be engaged in only with such persons. Other persons should not rely or act upon this document or any of its contents. By accepting this announcement you represent and agree that you are a Relevant Person. J.P. Morgan Securities plc, which conducts its investment banking activities as J.P. Morgan Cazenove ( J.P. Morgan Cazenove ), and Barclays Bank PLC ( Barclays ), which are each authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, and Numis Securities Limited ( Numis )and Peel Hunt LLP ( Peel Hunt ), which are each authorised and regulated in the United Kingdom by the FCA, are acting exclusively for Countryside and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than Countryside for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Offer, J.P. Morgan Cazenove, Barclays, Numis and Peel Hunt, and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Countryside or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by J.P. Morgan Cazenove, Barclays, Numis or Peel Hunt, or any of their respective affiliates, acting as investors for their own accounts. In addition J.P. Morgan Cazenove, Barclays, Numis or Peel Hunt may enter into financing arrangements (including swaps) with investors in connection with which they (or their respective affiliates) may from time to time acquire, hold or dispose of Shares. None of J.P. Morgan Cazenove, Barclays, 5
Numis or Peel Hunt intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, none of J.P. Morgan Cazenove, Barclays, Numis or Peel Hunt, or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Countryside, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer. 6