RECOMMENDED CASH ACQUISITION OF ONTHEMARKET PLC BY COSTAR UK LIMITED (“BIDCO”), A WHOLLY-OWNED INDIRECT SUBSIDIARY OF COSTAR GROUP, INC.
1. Rule 2.7 Announcement
1.1. Rule 2.7 announcement dated 19 October 2023
2. Non-Director Shareholder Irrevocable Undertakings and Letters of Intent
2.1. Non-Director Shareholder irrevocable undertaking – Downing (Discretionary Clients) dated 19 October 2023
2.2. Non-Director Shareholder irrevocable undertaking – Downing Investment Trust dated 19 October 2023
2.3. Non-Director Shareholder irrevocable undertaking – Harwood dated 19 October 2023
2.4. Non-Director Shareholder irrevocable undertaking – Jason Walker dated 19 October 2023
2.5. Non-Director Shareholder irrevocable undertaking – Spicerhaart dated 19 October 2023
2.6. Non-Director Shareholder letter of intent – Herald Investment Management dated 19 October 2023
2.7. Non-Director Shareholder letter of intent – Schroder Investment Management dated 19 October 2023
3. Director Shareholder Irrevocable Undertakings
3.1. Director Shareholder irrevocable undertaking – Christopher Bell dated 19 October 2023
3.2. Director Shareholder irrevocable undertaking – Jason Tebb dated 19 October 2023
3.3. Director Shareholder irrevocable undertaking – Helen Whiteley dated 19 October 2023
3.4. Director Shareholder irrevocable undertaking – Rupert Sebag-Montefiore dated 19 October 2023
4. Rule 2.7 Announcement Consent Letters
4.1. Consent letter – Zeus Capital Limited (Rule 3 adviser, nominated adviser, joint financial adviser and joint corporate broker to OnTheMarket) dated 19 October 2023
4.2. Consent letter – Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (joint financial adviser and joint corporate broker to OnTheMarket) dated 19 October 2023
4.3. Consent letter – Goldman Sachs International and Goldman Sachs & Co. LLC (financial adviser to CoStar and Bidco) dated 19 October 2023
5. Rule 2.7 Ancillary Documents
5.1. Confidentiality agreement dated 31 August 2023
5.2. Rule 2.11 letter – Shareholders/optionholders (hard copy) dated 19 October 2023
5.3. Rule 2.11 letter – Shareholders/optionholders (electronic communications) dated 19 October 2023
5.4. Rule 2.11 letter – Employees dated 19 October 2023
6. Scheme Document
6.1. Scheme Document dated 7 November 2023
6.2. Publication of Scheme Document Announcement dated 7 November 2023
7. Rule 15 Proposals
7.1. Rule 15 Proposal Letter – MIP – dated 7 November 2023
7.2. Rule 15 Proposal Letter – DBP – dated 7 November 2023
7.3. Rule 15 Proposal Letter – DBP (US Tax Payer) – dated 7 November 2023
7.4. Rule 15 Proposal Letter – Option Plan – dated 7 November 2023
7.5. Rule 15 Proposal Letter – Option Plan (US Tax Payer) – dated 7 November 2023
7.6. Rule 15 Proposal Letter – COSP – dated 7 November 2023
7.7. Rule 15 Proposal Letter – SAYE – dated 7 November 2023
8. Scheme Document and Rule 15 Proposal Consent Letters
8.1. Scheme Document Consent Letter – Zeus Capital Limited (Rule 3 adviser, nominated adviser, joint financial adviser and joint corporate broker to OnTheMarket) dated 7 November 2023
8.2. Rule 15 Proposal Consent Letter – Zeus Capital Limited (Rule 3 adviser, nominated adviser, joint financial adviser and joint corporate broker to OnTheMarket) dated 7 November 2023
8.3. Consent Letter – Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (joint financial adviser and joint corporate broker to OnTheMarket) dated 7 November 2023
8.4. Rule 15 Proposal Consent Letter – Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (joint financial adviser and joint corporate broker to OnTheMarket) dated 7 November 2023
8.5. Consent letter – Goldman Sachs International and Goldman Sachs & Co. LLC (financial adviser to CoStar and Bidco) dated 7 November 2023
9. Voting forms
9.1. Template Court Meeting – Form of proxy
9.2. Template General Meeting – Form of Proxy
9.3. Template Court Meeting – Form of Instruction
9.4. Template General Meeting – Form of Instruction
9.5. Electronic Voting Guide for OnTheMarket plc Shareholders
10. Scheme Document Ancillary Documents
10.1. Rule 25.1 Shareholder Letter
10.2. Rule 25.1 OnTheMarket Nominee Service Holder Letter
10.3. Rule 25.1 Shareholder E-mail
10.4. Rule 25.1 OnTheMarket Nominee Service Holder E-mail
10.5. Rule 25.1 Employee E-mail
11. Constitutional Documents
11.1. OnTheMarket’s existing Articles of Association
11.2. Amended OnTheMarket Articles of Association
11.3. CoStar’s Constitutional Documents
11.4. Bidco’s Articles of Association
12. OnTheMarket Financial Information
12.1. OnTheMarket unaudited interim results for six month period ended 31 July 2023
12.2. OnTheMarket Annual Report and Accounts for the financial year ended 31 January 2023
12.3. OnTheMarket Annual Report and Accounts for the financial year ended 31 January 2022