LSE Forum September 2013

Agenda

• Countrywide – our business

• The UK residential property market

• IPO

• why IPO

• our approach

• challenges

• why did it work for us

• what would we have done differently

• Life as a public company

• Post IPO

63

A Complete Residential Property Service

77 branches in the UK offering an integrated agency and lettings proposition

1. Countrywide Business Today

64

LettingsEstate Agency

c. 10% of the UK mortgage intermediary market

Distributed c. £7bn of mortgages in 2012

Surveying

Conveyancingservices and legal advices

Completed c. 60,000 conveyancingtransactions in 2012

A leading UK provider of residential valuations and surveys

Accounts for c. 30% of all residential mortgage valuations in the UK

Financial Services Conveyancing

Largest UK Lettings Agency(3) – 370 branches (4)#1 in Estate Agency in the UK(1) – 931 branches (2)

Hamptons International

Notes: 2012 EBITDA contribution excluding “Others”(1) By revenues and transaction volumes, (2) Including Hamptons, (3) By revenues and branches, (4) December 2012 – including new starts

Full Service Proposition - Leadership Across the Value Chain

EA Generates Wider Revenues for Countrywide Through Provision of Complementary Services

Estate Agency

65

(1): Based on average product price and recorded leads.

Mortgages

Legal Services

Life Insurance

General Insurance

House Sale

58% 55%

57% 53%

2012 Complementary Services Volumes(1)

Financial Services

Lettings

Conveyancing

Surveying

2. UK Industry Overview

Transaction Volumes Average House Price (Halifax)

66

Land Registry Transaction Volumes (000’s)

Gap: 600,000+

Avg. 97-07: 1.3m

Indexed to 100

+5.8% CAGR

+7.3% CAGR

3. Why IPO?

• No real trade buyers

• Unlikely to see further PE deal

• IPO attractions:

� satisfied investor appetite

� liquidity for PE investors exit

� paid down expensive debt

� provided future sources of capital

67

Our Approach

• 12-18 month is for wimps

• Pressed go button - Xmas 2012

• Completed - March 2013

• Get ahead of the pack

• Manic adherence to timetable

• Control the process, eg Prospectus

68

Challenges

• IPO market effectively closed during 2012

• UK residential property market in 6 year slump - worse market ever

• Coming from PE arena – Andy Brough (Schroders)

• Reasonably aggressive timetable

69

Challenges

• Running the business alongside IPO

• Pressure on finance function

‘what is the biggest risk of failure’

• Managing PE investors

‘a little knowledge is a dangerous thing’

70

Challenges

• Fair allocation of workload

71

CEO CFO

Why Did It Work

• Investor engagement

• Compelling equity story

• Planning / Planning / Planning

• Delivery / Delivery / Delivery

• Be lucky

72

Investor Engagement

• We never stopped

• What are you selling?

• Listen to feedback

� come back early in cycle

� leave plenty on the table

� gearing / debt / dividends

• Create tension, eg US v UK

• Be honest on share sales

� PE

� managment

73

Investor Approach

• Circa 200 investors over 2 week roadshow

• Book covered x 2 after first day

• Ongoing price guidance to market

� original range £2.60 - £3.50

� narrowed to £3.05 - £3.50

� narrowed to £3.30 - £3.50

� covered 12 times at £3.50

� priced at the top of the range

• PE discount / IPO peer discount – no thanks

• Buy one get one free

74

Compelling Equity Story - Transformed Under Private Ownership

EBITDA Evolution (£m)

£1bn P2P

Recapitalisation

Business Transformation and Investment

Cost Reduction Across Our

Platform

Focus on Higher Quality

Revenue Streams

Sustained Investment in Future Growth

From a Collective Network of Estate Agencies Into a Consolidated And Cohesive Property Services Group

TransactionsVolumes (m)

0.72 0.69 0.73 0.72

Notes: (1) Not pro-forma for Hamptons acquisition.

~ 0.73

Management Transformation

1.38

75

(1)

Structural Cost Reduction Across Our Platform

Structural Cost Savings

Reduction in Total Group Cost Base Excluding Acquisitions (£m)

76

“Gone for Good” - £60m

“Up for Grabs” - £81m

“Will Come Back” - £60m

1

2

3

564

363

2006A 2012A

(1)

Note: (1) Excluding costs of £25m from the expansion of the lettings division and othercosts of £8m relating to new branch openings and establishing new business operations

CommissionsBonus

Closure of underperforming branchesRationalisation of non-customer facing functions

Simplified management structureCentralised procurement

Finance/IT consolidation and centralisationAdministrative savings

StaffAdvertising

Note: Structural costs savings based on management’sbeliefs.

49

96

2007A 2012A

Actively Capturing the Lettings Market Opportunity

UK Lettings Market Increased Contribution from Lettings

• The UK lettings market has surged through the recent downturn as home sales have slowed

• Countrywide has capitalised on its significant national footprint to capture leading market share in this segment

– Leading market share of 6-8% with 35,970 properties successfully let in 2012 (+29% vs. 2011)

Contribution from Lettings (£m)UK Private Rented Sector Homes (m)

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Source: ONS.Note: Contribution from Lettings chart excludes Hamptons and Others.

Total Revenue EBITDA

% of TotalRevenues: 8% 21% 9% 35%

77

% of TotalEBITDA:

Market Share Gains

Investment in distribution

Notes: (1) Including Hamptons.

(2) No clear measure of our addressable market due to social housing renters and private renters not using a broker.

(3) 5.6% of total market / 10% of intermediary market as at Q3 2012.

6.9%8.3%

2007 2012

Estate Agency Lettings

Surveying Mortgages

27.2%32.4%

2007 2012

6.0-8.0% Recurring revenue stream as lettings branches

mature

Full contribution from

recent investments (e.g. Hamptons)

New initiatives driving

incremental revenue – Land & New Homes

(L&NH), corporate contracts, online

Flow-through from housing market transaction

volumes

1

2

3

4

5

Based on transaction volumes

The Countrywide Story Today

78

Track Record of Successful Acquisitions

Recent Expansion

Recently opened3 new branches

Acquired in 2010

Acquired in 2010

Acquired in 2011

Contribution from Acquisitions

Hamptons Acquisition

• Acquired in June 2010

• Significant realisation of synergy benefits

• 2012 EBITDA: £14m

• Year one ROI >19%

Lettings Acquisitions

• 41 acquisitions since July 2007

• Relentless execution following acquisition

• Targeting ROI >25% post synergies (usually year 1)

79

Pure-play in any UK Residential Property Recovery

Ongoing transformation and proactive period of investment by experienced management team while in private ownership

Capitalising on market leading positions across all our core businesses

Quality full service proposition creating continuous customer relationships with retail and corporate clients while maximising value from each transaction

A scalable, diversified and risk-mitigated business with significant recurring revenue streams capitalising on our integrated service and product offering

Track record of investing in growth and creation of value in the current market and building a scalable platform for future growth

1

2

4

5

3

80

Planning

• Act like a plc

• Structure / functions remained in place

�audit committee

�risk management

�internal audit function

�financial disciplines

�forecasting / reporting

• Pre-IPO checklist (red / amber /green)

81

Delivery

• Timetable not negotiable

• First results post IPO

� revenue up 4%

� operating profit up 47%

� progress across entire group

• Control the process

� the banks

� the lawyers

� the reporting accountants

82

Be Lucky

• Stock market

• General UK economy

• Government initiatives

83

Looking Back

• One too many banks

• Company’s lawyers v. banks lawyers

• Appreciate scale of reporting accountants work

• The hell of due diligence

‘Can you prove it’

84

Plc v. Private

• Investor demands

• PE v. Institutional investors

• Non-exec directors have changed

• Operation of the board

85

Post IPO

• Priced at £3.50

• End of day 1 £3.97 (+ 13%)

• Highest level £6.13 (+ 75%)

• Now £5.50 (+ 57%)

• First PE sell down completed

• It’s worked pretty well – so far

86

∙ to price at top of the range since 2008

∙ sponsor owned IPO since 2011

∙ real estate IPO since 20111st

The accountant’s roleon an IPO

Chris Searle

BDO LLP | September 2013

88

Introduction

• Chris Searle

– Partner in the capital markets team in BDO’s London office

– specialises in IPOs and due diligence

• BDO’s role in an IPO – the reporting accountant

• BDO is leading reporting accountant for AIM IPOs – almost 200 in last ten years

89

The accountant’s role on an IPO

• We undertake a significant amount of financial due diligence – broadly similar for AIM and

the Main Market

• Four main areas of work:

– long form report

– working capital report

– financial position and prospects review

– short form report

• Exact scope of our work set by the nomad/sponsor

90

Long form report

• Private report addressed to the Company and the nomad/sponsor

• Detailed financial due diligence review covering the company’s business and markets,

historical trading results, balance sheets and cash flows for up to the last three years,

management information and control systems, and taxation

• Gives the nomad/sponsor an overall picture of the business and explains trends in its

accounts

• Scope agreed with the nomad/sponsor

• It takes two to four weeks of field work at the company

• Analysis of information and interviews with management team

• More time drafting in our office

• Draft report to management for comment

• Draft report to nomad/sponsor and then meeting to discuss

91

Working capital report

• Private report addressed to the company and the nomad/sponsor

• A review of the company’s forecasts for up to 18 months post IPO, with a focus on cash

• Supports the directors’ working capital statement in the admission document/prospectus

that the company will not run out of money in the year after the IPO

• Company prepares a detailed financial model – should be flexible, integrated, monthly

phased

• We review the model to ensure there are no errors

• We review the accuracy of company’s past budgets and the directors’ income, cost and cash

flow assumptions

• Appropriate sensitivities are run

• Report drafted and discussed with company and nomad/sponsor

92

Financial position and prospects review

• The company must have systems and controls appropriate for a public company

• The reporting accountant has to provide a comfort letter on this

• We review the company’s systems and controls either via a board memorandum written by

the company or via a due diligence report written by us

• Any deficiencies should be fixed before the IPO completes or on an agreed timetable

thereafter

93

Short form report

• Public report addressed to the company and the nomad/sponsor that is included in the

admission document/prospectus

• Comprises a report on the company’s last three years’ (or period from incorporation if

shorter) financial statements – in IFRS

• Must be based on audited financial statements

• Therefore an audit may have to be undertaken as part of the IPO process

• IFRS conversion may also be needed

• For Main Market, last audited balance sheet cannot be more than six months old at time of

IPO

• For AIM, last audited balance sheet cannot be more than nine months old at time of IPO

94

Tips for a smooth and successful process

• It’s never too early to start planning – consider an IPO readiness review a year or two ahead

• Set a realistic timetable – don’t think you can complete an IPO in 6 to 8 weeks

• Make internal resource available for the IPO process

• If audit(s) needed, make sure adequate time is allowed in the timetable, preferably before

the reporting accountant team starts

• A new plc might be needed – may be complicated if you have many shareholders

• Don’t change the working capital projections after we have started work

• Have a Plan B for the amount of the fund raising – what if proceeds are lower?

• Don’t inadvertently make a profit forecast

• Most importantly, don’t underestimate the onerous and time consuming nature of the

process

• Maintain positive trading performance during the process

95

Thank you for listening

Any questions?

chris.searle@bdo.co.uk

0207 893 2058

96

The proposal contained in this document is made by BDO LLP ("BDO") and is in all respects subject to the

negotiation, agreement and signing of a specific contract. It contains information that is commercially

sensitive to BDO, which is being disclosed to you in confidence and is not to be disclosed to any third party

without the written consent of BDO. Client names and statistics quoted in this proposal include clients of BDO

and BDO International.

BDO LLP is a corporate establishment under the Limited Liability Partnership Act 2000 and a UK Member Firm

of BDO International. BDO Northern Ireland, a separate partnership, operates under a licence agreement.

BDO LLP and BDO Northern Ireland are both separately authorised and regulated by the Financial Services

Authority to conduct investment business.

Copyright ©2013 BDO. All rights reserved.

www.bdo.co.uk

Communication

requirements

for successful IPOs

David Rydell, Partner, Bell Pottinger LLP

17 September 2013

|98 |98

About us

Bell Pottinger Pelham, the financial and corporate division of Bell Pottinger LLP, is one of the UK’s top three corporate communications consultancies

Established 30 years, advised on £117bn of transactions in 2012, 150 + clients, 230 Public Relations professionals

Experts in corporate positioning, reputation management, financial calendar, analyst/media/investor relations, IPOs, M&A transactions, crisis and restructuring and corporate social responsibility

Solid track record in delivering successful FPR – FTSE 100 to small cap and AIM. More than 150 IPO’s FTSE to AIM

Specialist in ambitious small and medium cap growing businesses

Ranked No 1 PR adviser in a variety of sectors

Clients across all sectors include world class brands, all sizes from FTSE 100 to AIM listed, private companies, state owned companies, internationally quoted businesses and sovereign wealth funds

|99 |99

The application of financial PR

Industry analysts

Improved profileIncrease demand for

sharesSupport for share

price

Employees

Business associates

Regulatory authorities

shareholders & potential shareholders (retail /

institutional)PLC Client

sell side analysts

media

�

�

�

�

|100 |100

Successful IPO Communications

Being public – allows you to raise new money, get a real value on your equity, raise the company’s profile and allows you to raise £ later

IPO not a given: It is about sound businesses, not just speed to marketStrong institutional selectivity, competition for share of voiceBeware of media cynicism – it does not take much to tip an IPO off-balance

You need to create the strongest investment case to realise best value and profileThe question will be why invest in the company? Clear strategy and strong business modelQuality of management teamAttractive market opportunity Robust financial structure and good corporate governance

Generate clear understanding of the business and your marketHow you operate in your marketWhy you are different/successful - life is crowded

Create and maintain positive relationships with key influencers/commentators:MediaSell-side analystsInvestors – institutional and retail

Thereby underpinning initial valuation and after market share price

Allows you to flush out prospective acquisitions and attract and retain quality/talented staff

Good advisors essentialSponsor; brokers; legal, registrars, investor relations and financial PR

|101 |101

Intention to Float

• Sign off on intention to float story

• Issue media release

• Finalise presentation

• Identify photo opportunity

• Arrange media meetings as appropriate

• Review coverage

• Investor marketing

• Begin analyst recruitment

Prospectus

• Commence marketing

• Issue media release

• Prepare Q&A

• Prepare advert, if required

• Media meetings

• Utilise analyst note

• Review coverage

Impact Day

• Issue media release

• News story on valuation

• Full prospectus distributed

• Arrange for share price listing

1st Day Dealings

• Contact all market reporters

• Monitor share price, brokers’ notes, etc.

• Evaluation

The tasks ahead – IPO project

Good News Programme

|102 |102

Important third party endorsement – influences investor/media sentiment

Your analyst followers are stockbrokers first and foremost –not industry observers

Special relationship with the CFO

Model fine-tuning every 2-3 months

Manage expectations as closely as possible

Requirements

Disclosure - detail and depth

No surprises

Strategy and tactics

Trading updates and results presentations – every time

Keep updated on news flow

Show off your Board and line management

Analysts are key media influencers

Analyst relations – developing the sell side

|103 |103

Taking prospectus numbers, as far as possible, to the operational level

Ensure the analysts understand the key drivers

Revenue

Margin

Costs and charges

Cash flows

Post-IPO

Manage the consensus range against internal forecasts

Building the model, developing consensus

|104 |104

Develop and deliver a clear and compelling investment case

Attractions of the sector

Attractions of the company

Clear strategy and solid business model

Strong management team and Board

Consistent evidence of delivery against strategy

Post IPO – On-going pro-active IR programme

On-going marketing to build investor appetite and understanding

Event driven announcements

Targeted road shows

Investor seminars / site visits

IR website

Obtain and listen to investor feedback

Investor relations – developing the buy side

|105 |105

Media: a powerful tool, an arm of your equity marketing

Can make or break an IPO

Create the story – be flexible and manage news flow in a strategic manner

It is about the right journalists

Differentiate between reporters and commentators

Look outside the mainstream to build momentum – share tips/market

columns/diary columns/entrepreneurial profiles

Build relationships - regular meetings and conversations

Commenting on industry/market issues

Regional media is important

Use creative photography

Numbers and personalities (in a controlled fashion)

Value-add key trade media

International media where appropriate

Use London as your hub to reach the world

Creative issues opportunism – R4 Today to FT supplements

Media relations – know your audience

|106 |106

Case Study – CentralNic

Supported the development of marketing materials and IRwebsite during the build-up to the Company’s institutional roadshow and IPO

Input into prospectus

Management presentation training and development of keymessaging

ITF exclusive with the Daily Telegraph, focusing on theCompany’s decision to choose AIM over a NASDAQ listing

Thorough media engagement on pricing and first day ofdealings achieving broad coverage in the national media market reports and retail investor media

Shares experienced good demand throughout the first weeks oftrading – up c. 30 per cent on listing

|107 |107

IPO will need to be carefully explained and placed in the context of the future trajectory of the business:

Why do it? How will it affect me? What will we need to do differently?

Crucial that executives speak with single voice, and build trust and support of middle-management to spread the message more widely

Especially valuable for multi-location and multicultural workforce, customer and suppliers

Communicate internally in parallel with your external statements

Work closely with existing internal communications team to develop campaign plan: messaging, timing, channels, creative, content, production

Intranet is a powerful tool – webcasting, podcasting etc.

Face-to-face briefings are key: team briefings to address questions and concerns, possibly consider larger ‘set-piece’ events. Target key customers and suppliers – not a get rich quickly story

Materials prepared for IPO (e.g. promotional film, literature etc.) can be repackaged into employee and external audience pack

Employee communications

Critical element of the project to keep employees on board, particularly given recent restructuring post-IPO

|108 |108

Introduce ‘investor’ section: news and events, financial results and reports, share price, corporate responsibility and governance etc. Go beyond basic requirements.

Consider brand and tone of voice across all aspects of the site:

Transparent

Comprehensive

Responsible

Grown-up

Commercial / value-generating

Service-driven

Consider extent / phasing of changes – short-term tweaks, medium-term fundamentals

May also want to review brand architecture – e.g. ‘group’ site linking in to portfolio brands

Building a PLC website

|109 |109

An IPO can transform your business

Access to equity capital, now and in the future

Significant platform to enhance status of the company

Opportunity to strengthen your board

Brings wider media interest

Interaction with equity analysts and investors

Delivers real visible valuation of the business (or at least the market’s view)

Every day is an opportunity

Summary

|110 |110

Contact

David RydellPartnerBell Pottinger Pelham

Holborn Gate330 High HolbornLondonWC1V 7QD

D:(020) 7861 3886M: 07798 646021

London Stock Exchange IPO Forum:

View from an Institutional Fund Manager

17 September 2013

Kayvan Vahid

Senior Portfolio Manager

For professional clients only

112

Source: UBS Research Focus 2006

Kayvan Vahid

• Pan European small and mid cap fund manager

• Team manages EUR 1.5 bn assets

• Flexible investment style proven over different market cycles

• Bottom-up stock picking process with core/satellite approach

• Universe of c. 3000 stocks of which we need a portfolio of 60 – 80 stocks, i.e. we are highly selective

Introduction

113113113

Why would we participate in an IPO?

Opportunity to gain exposure to:

• Valuation is key: IPO discount to reflect shorter track record.

• Confidence in the management team

• Re-rating potential as company establishes itself over time

• Winning business model

• Structural growth

• Competitive advantage with high returns and sustainable barriers to entry

• Self financed expansion stories

Compelling valuation opportunity

A rare ‘Core’ holding

114

IPO success factors

Win-win approach

• Clarity of strategy

• Incentivisation

• Corporate governance

• IPO discount

• Early indication

• Conservative forecasts

• Establishing trust

• Market environment

• IPO appetite

Win-Winapproach

115

IPO Process

• Pilotfishing

• Site visit

• Investor education

• NetRoadshow

• IPO Roadshow

• Management accessibility

116

Required Information

• Rationale for the deal (investor exit, use of IPO proceeds)

• Lock-up period, management participation

• History of company and how the strategy has evolved

• Relevant peer group (for valuation comparison)

• Detailed historic financials

117

• Full understanding of the business model and Industry background

• Financing profile of the business

• Risk factors (sensitivities)

• Key catalysts

• Forecast justification

Required Information

118

Summary

• Start early and get plenty of investor exposure

• Clarity about the 3 – 4 key drivers of the investment thesis and support with as much data as possible

• Gain the trust of the investment community with transparency and conservative management of expectations

• Be realistic on valuation

• Contact details: kayvan.vahid@ubs.com 0207 901 5918

119

Kayvan Vahid, CFA

Senior Portfolio Manager

Executive Director

• Kayvan Vahid is a member of the Specialist Equities Team and is based in London. Kayvan is responsible for managing of a number of Pan European Small and Mid Cap mandates.

• Kayvan joined UBS Global Asset Management in 2000. He spent his first four years as an Equity Analyst within the Pan-European Equity Research team. He was responsible for the analysis and valuation of companies within the European Healthcare sector, which included mid-cap pharmaceutical, biotech, medical technology and distribution companies.

• Kayvan is a Regular Member of the CFA Society of the UK and the CFA Institute.

Years of relevant industry experience: 13

Education: University of Nottingham, BSc (Hons)

120120

Disclaimer

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Management Life Ltd is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

Telephone calls may be recorded.

© UBS 2013. The key symbol and UBS are among the registered and unregistered trademarks of UBS. All rights reserved.

This document is for Professional Clients only. It is not to be distributed to or relied upon by Retail Clients under any circumstances.

This material supports the presentation(s) given. It is not intended to be read in isolation and may not provide a full explanation of all the topics that were presented and

discussed. Care has been taken to ensure the accuracy of the content, but no responsibility is accepted for any errors or omissions.

Please note that past performance is not a guide to the future. The value of investments and the income from them may go down as well as up, and investors may not get back

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is destroyed as soon as it is no longer required.

Commerce reinvented

blur Group has the potential to

be a billion dollar tech company by 2020

blur vision

This is s-commerce. Today nearly 35,000 businesses

in 141 countries use blur Group’s

s-commerce platform with over 100

new projects and 1,000 new businesses

arriving each month.Commerce Reinvented

“As Amazon and eBay have

fundamentally changed the way in

which consumers buy day-to-day

products, blur Group is seeking to

fundamentally alter the way

businesses buy core services.”

122

First mover advantage

Global Reach blur 3.0 platform Scalability

123

Automates s-commerce

process

Business and project

size

Exchange user to

adopter

30,000+

businesses

141 countries

4

Advisor beauty parades

Appointments

Pre-marketing round of meetings

Marketing

2012

March/April May July August 5 October

Admissionto AIM

2013

Investor roadshows

Secondary fundraise

January - May 31 May

$6.5m raised Share price

doubles

$11.5m raised

blur IPO path

3

IPO vs VC

Founded in

2005 by CEO

Philip Letts

Pre IPO: 3 rounds of Angel funding

Selected AIM IPO to

provide funding for

the next stage of growth

Secondary fundraise

Access to long-term investors supporting the management’s

vision – not growing the

business for an exit

Raises the profile of

the company

Do’s & Don’ts• Pre-marketing extremely

useful

• Early alignment of key

shareholders’ valuation

expectations

• Getting the right team in

place

• Identification of key

personnel to ‘own’ the

process

• Preparation is key –

investor Q&A, due

diligence documentation,

audit, etc.

• Don’t try to ‘hide’

anything – due diligence

uncovers everything!

• Don’t underestimate the

demands of the process

on your time

• Don’t expect the business

to be the same afterwards

...

• Only the beginning!

5

blur performance

127

Growth vision

128

Directors’ belief based on market opportunities and growth to date