Countryside plc £129 million Sale of Shares, UK
2018
STJ Advisors acted as independent advisor on Oaktree Capital Management’s £129m clean-up trade in Countryside Plc, representing the culmination of advice over 5 transactions realising c. £1bn in proceeds. The trade was structured as a Backstopped Underwritten ABB with upside sharing to Oaktree, pricing at 358p above a backstop price of 355p and at a 3.5% discount to the closing price of 371p (an all-time high and on a day that saw the share price increase by 2.9%).
The shares have gained in recent weeks on the back of positive sentiment in the sector and the stock, especially following the announcement of the H1 trading update and the acquisition of Westleigh, boosting the sentiment around the Partnerships business of Countryside that has been a key differentiator for the Company in the Housebuilding sector. The transaction achieved a 6.7% premium to the 1 month VWAP and a 11.3% premium to the 3 month VWAP. The 3.5% discount is also tighter than the average discount of 4.5% for European accelerated bookbuilds YTD and is the third largest secondary follow-on in the UK in 2018 so far.
Following significant reverse inquiries from investors, including potential anchor orders, the deal was launched after market close and books were covered within 30 minutes. The deal was 2x oversubscribed and attracted significant support from both existing and new long only investors. Importantly for a clean-up, the transaction was supported by a range of quality investors both on and off the existing share register, leaving the company with a diverse and supportive shareholder base and completing the transition from private ownership with Oaktree to a fully-distributed public shareholder base.
This placement completes an advisory “partnership” with Oaktree on its investment in Countryside, where STJ has been the sole financial advisor to Oaktree on all transactions providing independent advice and managing all aspects of the transactions from inception to investor allocation: including timing, deal structure and strategy, pricing and advisor selection (all banks/brokers, lawyers, accountants, remuneration consultants, accountants and PR).
Oaktree has realised c. £1bn in proceeds across 5 transactions (each different in scope and deal structure); using different brokers and banks as the situation demanded; at steadily increasing prices as Countryside continued to create outstanding value over the period of Oaktree’s ownership; and realised a weighted average premium of 27% above the IPO price over 4 post-IPO placements.
