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RNS Number : 2274C
Vistry Group PLC
07 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE NEW VISTRY SHARES EXCEPT ON THE BASIS
OF THE INFORMATION IN THE SCHEME DOCUMENT, THE CIRCULAR AND THE
PROSPECTUS WHICH ARE BEING PUBLISHED TODAY.
7 October 2022
RECOMMED CASH AND SHARE COMBINATION
of
Vistry Group PLC ("Vistry")
and
Countryside Partnerships PLC ("Countryside")
Publication of Circular and Prospectus
and current trading and outlook
On 5 September 2022, the Vistry Board and the Countryside Board
announced that they had reached agreement on the terms of a
recommended cash and share combination pursuant to which Vistry
will acquire the entire issued and to be issued ordinary share
capital of Countryside (the "Combination").
Under the terms of the Combination, completion of which is
subject to the satisfaction (or, where applicable, waiver) of the
Conditions, each Countryside Shareholder will be entitled to
receive 60 pence in cash and 0.255 of a New Vistry Share for each
Countryside Share held.
Vistry announces that both a circular (the "Circular") and a
prospectus (the "Prospectus") in respect of the Combination and the
proposed issuance and admission of the New Vistry Shares to the
premium segment of the Official List and to trading on the London
Stock Exchange's Main Market, have been approved by the FCA and
published today.
The Circular contains a notice convening a general meeting of
Vistry Shareholders to be held at the offices of Linklaters LLP,
One Silk Street, London EC2Y 8HQ at 12.00 p.m. on 1 November 2022
(the "Vistry General Meeting") to consider and, if thought fit,
approve the Combination as a "Class 1" transaction under the
Listing Rules and to grant authority to the Vistry Directors to
allot the New Vistry Shares to be issued to Countryside
Shareholders in connection with the Combination. Copies of the
Circular and a Form of Proxy will be posted to Vistry Shareholders
today.
The Circular and the Prospectus, and related documentation, will
be available, subject to certain restrictions, on Vistry's website
at www.vistrygroup.co.uk/investor-centre/Countryside-offer . Copies
of the Circular, Prospectus and related documents (where
applicable) will also be submitted to the National Storage
Mechanism, where they will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Vistry also notes that a Scheme Document in relation to the
Combination is being sent or made available by Countryside to
Countryside Shareholders today. The Scheme Document contains, among
other things, notices convening the Countryside Court Meeting and
the Countryside General Meeting. These meetings will take place on
the same day as the Vistry General Meeting.
Capitalised terms defined in the Circular have the same meaning
when used in this announcement, unless otherwise defined in this
announcement.
Action to be taken by Vistry Shareholders
Vistry Shareholders are encouraged to vote on the Vistry
Resolutions contained in the Circular, but should carefully read
the Circular in its entirety before making any decision. The notes
to the Notice of Vistry General Meeting on pages 70 to 74 of the
Circular provide an explanation of how to attend and vote at the
Vistry General Meeting, including how to appoint a proxy.
Expected timetable
Subject to approval of the Vistry Shareholders and Countryside
Shareholders, as well as the satisfaction or waiver of the other
Conditions set out in the Scheme Document and the approval of the
Court, the Scheme is expected to become effective on or around 11
November 2022.
The expected timetable of principal events for the
implementation of the Combination is set out below. All references
to time in this announcement are to London times.
Event Time/date (1)
Publication of the Circular, the Prospectus 7 October 2022
and the Scheme Document
Countryside Court Meeting 10.30 a.m. on 1 November
2022
Countryside General Meeting 10.45 a.m. on 1 November
2022 (2)
Vistry General Meeting 12.00 p.m. on 1 November
2022
Court Hearing to seek sanction of the 10 November 2022
Scheme
Scheme Effective Date (3) 11 November 2022
Admission and commencement of dealings by 8.00 a.m. on 14 November
in New Vistry Shares on the London Stock 2022
Exchange
Longstop Date 6 September 2023 (4)
(1) The dates and times given in the table above in
connection with the Combination are indicative only
and are based on current expectations and are subject
to change. In particular, the date on which the
Conditions to the Scheme are satisfied or, if capable
of waiver, waived and on the date on which the Court
sanctions the Scheme, as well as the date on which
the Court sanctions the Scheme, and the Court Order
is delivered to the Registrar of Companies. If any
of the times and/or dates above change, the revised
times and/or dates will be notified to Vistry Shareholders
by announcement through a Regulatory Information
Service.
(2) To commence at 10.45 a.m. or, if later, as soon
thereafter as the Countryside Court Meeting shall
have concluded or been adjourned.
(3) The Scheme shall become effective as soon as a
copy of the Court Order has been delivered to the
Registrar of Companies. The events which are stated
as occurring on subsequent dates are conditional
on the Effective Date and operate by reference to
this date.
(4) This is the latest date by which the Scheme may
become effective. However, the Long-stop Date may
be extended to such later date as Countryside and
Vistry may agree and the Panel and (if required)
the Court may allow.
Current trading and outlook
The Vistry Directors have considered the Vistry Profit Forecast
and, whilst mindful of wider market uncertainties, reconfirm as at
7 October 2022 that, having taken into account events up to that
date, they continue to expect adjusted profit before tax for the
financial year ended 31 December 2022 to be approximately GBP417
million.
Sales rates for the period since reporting for Vistry's half
year results on 8 September 2022 have remained stable with the
Vistry Group's average weekly private sales rate per unit for the
year to date continuing at 0.78 (2021: 0.75). Despite recent
political and macroeconomic developments and the resultant
disruption to mortgage markets, the Vistry Group's order book
remains strong, and the Partnerships business is well positioned to
meet the very high level of counter-cyclical demand across all
tenures. Reflecting strong cash generation, Vistry is targeting a
net cash position for the Combined Group as at 31 December
2022.
Enquiries:
Vistry
Earl Sibley, Chief Financial Officer
Graham Prothero, Chief Operating Officer
Clare Bates, General Counsel & Company Secretary
Susie Bell, Head of Investor Relations +44 16 7543 7160
HSBC (Financial Adviser, Corporate Broker and Sponsor to Vistry)
Keith Welch
Diraj Ramchandani
Simon Alexander
Adam Miller +44 20 7991 8888
Lazard (Financial Adviser to Vistry)
Vasco Litchfield
Patrick Long
Louise Campbell +44 20 7187 2000
Peel Hunt (Corporate Broker to Vistry)
Harry Nicholas
Charles Batten
John Welch +44 20 7418 8900
Powerscourt (Financial Public Relations Adviser to Vistry)
Justin Griffiths
Nick Dibden
Victoria Heslop +44 20 7250 1466
Linklaters LLP are retained as legal adviser to Vistry.
Important notice
HSBC Bank plc ("HSBC"), which is authorised by the PRA and
regulated in the UK by the FCA and the PRA, is acting as financial
adviser to Vistry and no one else in connection with the
Combination and shall not be responsible to anyone other than
Vistry for providing the protections afforded to clients of HSBC
nor for providing advice in connection with the Combination or any
matter referred to herein. Neither HSBC nor any of its group
undertakings or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of HSBC in connection with the Combination or any
matter referred to herein.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial
adviser to the Vistry Board and no one else in connection with the
Combination and shall not be responsible to anyone other than the
Vistry Board for providing the protections afforded to clients of
Lazard nor for providing advice in connection with the Combination
or any matter referred to herein. Neither Lazard nor any of its
group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lazard in connection with the
Combination or any matter referred to herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the UK by the FCA, is acting exclusively as corporate broker to
Vistry and no one else in connection with the Combination and shall
not be responsible to anyone other than Vistry for providing the
protections afforded to clients of Peel Hunt nor for providing
advice in connection with the Combination or any matter referred to
herein. Neither Peel Hunt nor any of its group undertakings or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Peel Hunt in connection with the Combination or any matter
referred to herein.
Further information
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Combination or otherwise.
The Combination will be made solely by means of the Scheme
Document (or, if the Combination is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made)
which, together with the Forms of Proxy and the Forms of Election
in relation to the Mix and Match Facility, will contain the full
terms and conditions of the Combination, including details of how
to vote in respect of the Combination.
This announcement does not constitute a prospectus or prospectus
exempted document. The New Vistry Shares are not being offered to
the public by means of this announcement.
This announcement has been prepared for the purpose of complying
with English law and the City Code on Takeovers and Mergers (the
"Code") and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside
England and Wales. The Combination will be subject to the
applicable requirements of the Code, the Panel, the FCA and the
London Stock Exchange.
Overseas shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Vistry or required by the Code,
and permitted by applicable law and regulation, the Combination
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Combination by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Combination are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Combination
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The New Vistry Shares may not be offered, sold or delivered,
directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any
restricted overseas persons (being any Countryside Shareholders
resident in, or nationals or citizens of, Restricted Jurisdictions
or who are nominees or custodians, trustees or guardians for,
citizens, residents or nationals of such Restricted Jurisdictions)
except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those
jurisdictions.
Additional information for US investors
The Combination relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Combination is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disproved or passed
judgement upon the fairness or the merits of the Combination or
determined if this announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the
United States.
However, if Vistry were to elect to implement the Combination by
means of a Takeover Offer, such Takeover Offer shall be made in
compliance with all applicable United States laws and regulations,
including any applicable exemptions under the US Exchange Act. Such
a Takeover Offer would be made in the United States by Vistry and
no one else.
In the event that the Combination is implemented by way of a
Takeover Offer, in accordance with normal United Kingdom practice
and pursuant to Rule 14e-15(b) of the US Exchange Act, Vistry or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Countryside outside the United States, other
than pursuant to such Takeover Offer, during the period in which
such Takeover Offer would remain open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases or arrangements to purchase shall be disclosed
as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
its Countryside Shares pursuant to the Scheme shall be a taxable
transaction for United States federal income tax purposes. Each
Countryside Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Combination applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to Countryside included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of United States companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The New Vistry Shares issued pursuant to the Scheme will not be
registered under any United States state securities laws and may
only be issued to persons resident in a state pursuant to an
exemption from the registration requirements of the securities laws
of such state.
For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Countryside will advise
the Court that its sanctioning of the Scheme will be relied on by
Vistry as an approval of the Scheme following a hearing on its
fairness to Countryside Shareholders, at which Court hearing all
Countryside Shareholders are entitled to attend in person or
through counsel to support or oppose the sanctioning of the Scheme
and with respect to which notification will be given to all such
holders.
Vistry and Countryside are organised under the laws of England
and Wales. Some or all of the officers and directors of Vistry and
Countryside, respectively, are residents of countries other than
the United States. In addition, all or most of the assets of Vistry
and Countryside are located outside the United States. As a result,
it may be difficult for United States shareholders of Countryside
to effect service of process within the United States upon Vistry
or Countryside or their respective officers or directors or to
enforce against them a judgement of a United States court
predicated upon the federal or state securities laws of the United
States.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Combination, and other information published by Countryside, Vistry
or any member of the Vistry Group contain statements which are, or
may be deemed to be, "forward-looking statements". Such
forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
on numerous assumptions regarding the business strategies and the
environment in which Vistry, Countryside, any member of the Vistry
Group or the Countryside Group or the Combined Group shall operate
in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements.
Any forward-looking statements contained in this announcement
relate to Vistry, Countryside, any member of the Vistry Group or
the Countryside Group or the Combined Group's future prospects,
developments and business strategies, the expected timing and scope
of the Combination and other statements other than historical
facts. In some cases, these forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms "believes", "estimates", "will look to", "would look to",
"plans", "prepares", "anticipates", "expects", "is expected to",
"is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects", "intends", "may",
"will", "shall" or "should" or their negatives or other variations
or comparable terminology. Forward-looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Vistry, Countryside, any
member of the Vistry Group or the Countryside Group or its or their
operations and potential cost savings and synergies resulting from
the Combination; and (iii) the effects of global economic
conditions and governmental regulation on Vistry, Countryside, any
member of the Vistry Group or the Countryside Group or its or their
business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Neither Vistry, Countryside, nor any member of the Vistry Group
or the Countryside Group, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
shall actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Combined Group, there may be additional changes to the Combined
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost savings and
synergies may be materially greater or less than those
estimated.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Vistry Group or
Countryside Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
Vistry and Countryside expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecasts or estimates
Save as set out in the paragraph headed "Current trading and
outlook", no statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Vistry or Countryside, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Vistry or Countryside, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk
, including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Vistry's and Countryside's websites at
www.vistrygroup.co.uk/investor-centre/Countryside-offer and
www.countrysidepartnerships.com , respectively, by no later than 12
noon (London time) on 10 October 2022. For the avoidance of doubt,
the contents of these websites are not incorporated into and do not
form part of this announcement.
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