UK-based property services group Countrywide Plc is set to undergo a recapitalisation – partly with funds from Alchemy Partners - subject to shareholder approval at the company’s forthcoming general meeting.
The proposed recapitalisation includes:
- a fully underwritten capital raising of approximately £90 million by funds advised by private equity firm Alchemy Partners (Alchemy) by way of a firm placing and placing and open offer at 135 pence per share
- a purchase of existing shares in Countrywide by way of a tender offer and accompanying tender offer placing to Alchemy at 180 pence per share
- a transfer of listing category on the Official List from premium to standard listing
- a new £75,000,000 term loan facility agreement.
The proposed recapitalisation is intended to reduce debt and facilitate the implementation of the group's strategy, with the proceeds of the capital raising being used to reduce group debt by £50 million, fund investment in Countrywide to facilitate the completion of the turnaround plan announced in March 2018 and provide what the board believes will give the group the necessary balance sheet resilience to withstand market uncertainty.
The recapitalisation is conditional upon, among other things, the approval of shareholders at a general meeting of Countrywide. If the proposed transaction is approved, Alchemy will hold between approximately 50.1 per cent. and 67.7 per cent of the enlarged share capital of Countrywide, depending on the results of the open offer and tender offer.
Alchemy Partners has invested more than £4 billion since 1997 and currently has assets of £1.6 billion. Alchemy’s managing partner is Dominic Slade. Countrywide’s group managing director is Paul Creffield.
Jefferies is acting as sponsor and both Jefferies and Barclays are acting as joint financial advisers, joint global coordinators and joint corporate brokers to Countrywide.
Slaughter and May is supporting Countrywide’s in-house legal team led by Gareth Williams (Head of Legal and Company Secretary) with Katherine Stockwell (Senior Counsel) and is working as an integrated team with Paul, Weiss, Rifkind, Wharton & Garrison LLP (advising on US law) led by Mark Bergman and Yasmeen Rouben.
The Slaughter and May team includes Richard Smith, Harry Hecht, Di Yu, Carla Edney, Maria Dragun, Oliver Denne, Kate Morrison-Betts, Ryan Martin, Richard Bishop, Danny Mills, Ed Fife, Kevin Howes, Stuti Sarin, Ben Kingsley, Tim Fosh, Gareth Miles, Tomas McGrath, Victoria Hine, Phil Linnard and Rosemary Nelson.