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Countrywide Delays Shareholder Vote on 3i's Offer (Update4)

By Peter Woodifield and Simon Packard

Jan. 15 (Bloomberg) -- Countrywide Plc, the U.K.'s largest residential real estate broker, delayed a shareholder vote on 3i Group Plc's 1.02 billion pound ($2 billion) takeover bid after some investors said the offer is too low.

The vote, which had been scheduled for today, will now take place in the next two to three weeks, Countrywide said in a statement. 3i, Europe's biggest publicly traded buyout firm, asked for the delay in order to contact Countrywide's main shareholders.

Three investors owning about 16.5 percent of Countrywide said this month that 3i's offer doesn't reflect the U.K.'s booming housing market. Rising borrowing costs may put a brake on the market, according to some lenders. House prices fell in December for the first time in six months, according to HBOS Plc, the U.K.'s largest mortgage provider.

``The offer is incredibly generous for a business like this at such a stage in the property cycle,'' said Katrina Preston, an analyst at Bridgewell Securities Ltd. in London with a ``neutral'' rating on Countrywide's stock.

About 62 percent of the votes submitted before today's planned meeting were cast in favor of the takeover, while 38 percent were against it, according to the statement. To buy Countrywide, 3i needs to get 75 percent of the votes.

`Time Out'

``Shareholders can take time out and consider if this is an offer they wish to accept,'' said Peter Gordon, a partner in 3i's buyout team in London, at a press conference. ``We cannot and will not change the terms of the offer.''

3i's bid is the biggest that the London-based firm has made without other partners. In November, 3i raised 5 billion euros ($6.5 billion) for its largest leveraged buyout fund. The company plans to spend the money buying about 50 European companies over the next four years.

Countrywide, based in Witham, Essex, owns 1,177 branches and is led by Managing Director Harry Hill, who teamed up with 3i to make the offer. In addition to the offices, Countrywide has the U.K.'s largest valuations and property surveying business.

Shares of Countrywide climbed 17 pence, or 3.3 percent, to 535 pence in London. 3i offered investors 490 pence in cash and about 0.17 of a share in Rightmove Plc, the U.K.'s largest real estate Web site, for each Countrywide share. Countrywide owns 21.5 percent of Rightmove.

Opposing Shareholders

Rightmove's shares gained 0.5 penny to 476.5 pence, making the value of the offer 568.7 pence a share compared with 550.6 pence at the time the bid was announced. 3i's stock gained 4.5 pence to 1,029.5 pence.

Standard Life, which owns 3.2 percent of Countrywide, last week became the third shareholder to reject the offer. Boussard & Gavaudan Asset Management LP, which has a 5.13 percent stake, and Artisan Partners LP, owner of about 8 percent of the shares, also said they oppose the bid.

Investors who registered their votes before today's adjourned meeting may change them. So far, the proxy votes account for 53 percent of Countrywide's shares.

``We had a fairly short time and it was entirely our fault'' the turnout was low, Countrywide Chairman Christopher Sporborg said at the briefing. No other bidders are ``out there,'' Sporborg said.

To contact the reporters on this story: Peter Woodifield in Edinburgh at pwoodifield@bloomberg.net; Simon Packard in London at packard@bloomberg.net.

Last Updated: January 15, 2007 11:57 EST

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