CSP Countryside Partnerships Plc

TIDMCSP

RNS Number : 2199C

Countryside Partnerships PLC

07 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

7 October 2022

RECOMMED CASH AND SHARE COMBINATION

of

Vistry Group PLC ("Vistry")

and

Countryside Partnerships PLC ("Countryside")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Publication of Scheme Document

On 5 September 2022, the boards of Countryside and Vistry 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 (" Combination ").

The Combination is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the " Scheme ") and is subject to the terms and conditions set out in the scheme document relating to the Combination (the " Scheme Document ").

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.

Publication of Scheme Document

Countryside is pleased to announce that the Scheme Document is today being sent, or made available, to Countryside Shareholders and, for information purposes only, to persons with information rights and participants in the Countryside Share Plans.

The Scheme Document contains, amongst other things, a letter from the Chairman of Countryside, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and Conditions of the Scheme and the Combination, details of the Mix and Match Facility, notices convening the Court Meeting and the Countryside General Meeting, an expected timetable of principal events and details of the actions to be taken by Countryside Shareholders.

The Scheme Document will be made available on Countryside's website at https://investors.countrysidepartnerships.com/shareholder-information/recommended-cash-and-share-combination and on Vistry's website at https://www.vistrygroup.co.uk/investor-centre/countryside-offer . A copy of the Scheme Document has also been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Hard copies of the Scheme Document are being sent to Countryside Shareholders. If you have previously elected or been deemed to consent to receive documents and information from Countryside by means of Countryside's website, you will not receive a hard copy of the Scheme Document but will receive a separate notification in accordance with your prescribed method. Hard copies of the Scheme Document, subject to applicable securities laws, can be requested by contacting the Countryside Shareholder Helpline on +44 (0) 330 123 0367. Please use the country code when calling from outside the UK. Lines are open between 8.30 a.m. and 5.30 p.m. (UK time) Monday to Friday (except public holidays in England and Wales)

Action required

As further detailed in the Scheme Document, in order to become effective, the Scheme will require the approval of Scheme Shareholders at the Court Meeting, the passing of the Countryside Special Resolution at the Countryside General Meeting and the subsequent sanction of the Court.

Notices convening the Court Meeting and the Countryside General Meeting are set out in the Scheme Document. The Court Meeting is scheduled to be held at 10:30 a.m. on 1 November 2022 and the Countryside General Meeting is scheduled to be held at 10:45 a.m. on 1 November 2022 (or, if later, as soon thereafter as the Court Meeting shall have been concluded or adjourned), in each case at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ.

Any changes to the arrangements for the Court Meeting and the Countryside General Meeting will be communicated to Scheme Shareholders and Countryside Shareholders before the meetings, including through the Countryside website at https://investors.countrysidepartnerships.com/shareholder-information/recommended-cash-and-share-combination and by announcement through a Regulatory Information Service.

Scheme Shareholders and Countryside Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the Countryside General Meeting as soon as possible, using any of the methods (online, electronically through CREST or by post) set out in the Scheme Document.

It is important that as many votes as possible are cast at the Court Meeting so that the Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. You are therefore strongly urged to complete and return your Forms of Proxy, Forms of Direction (if applicable), make an electronic appointment of proxy or submit a proxy vote via CREST as soon as possible.

Vistry documentation

In addition, Vistry has today announced the publication of the Vistry Circular and the Vistry Prospectus. These documents will be made available on Vistry's website at https://www.vistrygroup.co.uk/investor-centre/countryside-offer .

The Vistry Circular contains a notice convening the Vistry General Meeting, which has been convened for 12.00 p.m. on 1 November 2022 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement.

Subject to obtaining the approval of Scheme Shareholders at the Court Meeting and Countryside Shareholders at the Countryside General Meeting, the sanction of the Court and the satisfaction, or, where applicable, waiver of the other Conditions (as set out in Part A of Section 3 of the Scheme Document), the Scheme is expected to become effective on or around 11 November 2022.

It is intended that following the Combination becoming Effective, the London Stock Exchange and FCA will be requested respectively to cancel trading in Countryside Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Countryside Shares from the Official List, in each case shortly after the Effective Date.

Enquiries:

 
 Countryside 
 Tim Lawlo r, Chief Financial Officer 
  Gary Whitaker, General Counsel & Company 
  Secretary                                      +44 1277 260 000 
 
   Rothschild & Co (Lead Financial Adviser 
   to Countryside) 
 Alex Midgen 
  Peter Everest 
  Nikhil Walia 
  Jake Shackleford                               +44 20 7280 5000 
 Barclays (Joint Financial Adviser and Joint Corporate 
  Broker to Countryside) 
 Robert Mayhew 
  Richard Bassingthwaighte                       +44 20 7623 2323 
 
 Numis (Joint Financial Adviser and Joint Corporate Broker 
  to Countryside) 
 Heraclis Economides                                 +44 20 7620 
  Oliver Hardy                                        1288 
 Brunswick Group LLP (Financial Public Relations Adviser 
  to Countryside): 
 Nina Coad 
  Robin Wrench                                   +44 20 7404 5959 
 
 

Norton Rose Fulbright LLP is acting as legal adviser to Countryside.

Important notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Countryside and no one else in connection with the Combination and shall not be responsible to anyone other than Countryside for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Combination or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this announcement, any statement contained herein, the Combination or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Countryside and for no one else in connection with the Combination and will not be responsible to anyone other than Countryside for providing the protections afforded to clients of Barclays nor for providing advice in connection with the Combination or any matter referred to herein. Neither Barclays 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 Barclays in connection with the Combination or any matter referred to herein.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Countryside and no one else in connection with the Combination and will not be responsible to anyone other than Countryside for providing the protections afforded to clients of Numis nor for providing advice in relation to the Combination or any other matter referred to herein. Neither Numis 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 Numis in connection with the Combination or any matter referred to herein.

Further information

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 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.

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 availability of the Combination to Countryside Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

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 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 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, 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.

The 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's, Countryside's, any member of the Vistry Group or the Countryside Group or its or their operations and potential synergies resulting from the Combination; and (iii) the effects of global economic conditions and governmental regulation on Vistry's, Countryside's, 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 prove 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.

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 the business day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

APPIX 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable is indicative only and based on Countryside and Vistry's current expected dates for the implementation of the Scheme and therefore may be subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Countryside Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

 
 
   Event                                                             Time/date(1) 
 Publication of this document, the Vistry 
  Circular and Vistry Prospectus                                   7 October 2022 
 Latest time for lodging the Nominee Service 
  Forms of Direction for use in connection               10.30 a.m. on 27 October 
  with the Court Meeting (PINK)                                              2022 
 Latest time for lodging Nominee Service 
  Forms of Direction for use in connection 
  with the Countryside General Meeting                   10.45 a.m. on 27 October 
  (YELLOW)                                                                   2022 
 Latest time for lodging Forms of Proxy 
  for use at the Court Meeting (BLUE Form                10.30 a.m. on 28 October 
  of Proxy)                                                              2022 (2) 
 Latest time for lodging Forms of Proxy 
  for use at the Countryside General Meeting             10.45 a.m. on 28 October 
  (WHITE Form of Proxy)                                                  2022 (3) 
 Scheme Voting Record Time                                6.30 p.m. on 28 October 
                                                                         2022 (4) 
 Court Meeting (5)                                       10.30 a.m. on 1 November 
                                                                             2022 
 Countryside General Meeting (5)                         10.45 a.m. on 1 November 
                                                                          2022(6) 
 Vistry General Meeting                                  12.00 p.m. on 1 November 
                                                                             2022 
 CSN Election Return Time (last day for 
  receipt of GREY Forms of Instruction 
  from Nominee Service participants in                    1.00 p.m. on 8 November 
  respect of the Mix and Match Facility                                      2022 
 Court Hearing to sanction Scheme                                10 November 2022 
 Last day of dealings in, and for registration 
  of transfers of, and disablement in CREST 
  of Countryside Shares                                          10 November 2022 
 Election Return Time (last day for receipt 
  of GREEN Forms of Election or, for CREST 
  holders, Electronic Elections) in respect              1.00 p.m. on 10 November 
  of the Mix and Match Facility                                              2022 
 Suspension of trading, and dealings,                    4.30 p.m. on 10 November 
  in Countryside Shares                                                      2022 
 Scheme Record Time                                      6.00 p.m. on 10 November 
                                                                             2022 
 Effective Date (7)                                              11 November 2022 
 Announcement concerning the extent to 
  which elections under the Mix and Match 
  Facility will be satisfied                                     14 November 2022 
 New Vistry Shares issued to Countryside              by 8.00 a.m. on 14 November 
  Shareholders                                                               2022 
 Admission and commencement of dealings 
  in New Vistry Shares on the London Stock            by 8.00 a.m. on 14 November 
  Exchange                                                                   2022 
 Cancellation of listing and admission 
  to trading of Countryside Shares                            on 14 November 2022 
 CREST accounts of Countryside Shareholders                 on or soon after 8.00 
  to be credited with, and for despatch                     am on 14 November but 
  of share certificates for, New Vistry                not later than 25 November 
  Shares (as applicable)                                                  2022(8) 
 Expected date for the crediting of Nominee                   14 November but not 
  Service participants of their underlying                 later than 25 November 
  entitlement to New Vistry Shares                                           2022 
 Despatch of share certificates for, New               not later than 25 November 
  Vistry Shares (as applicable)                                              2022 
 Latest date for CREST accounts of Countryside 
  Shareholders to be credited with, and 
  for despatch of cheques in respect of, 
  any cash consideration due under the 
  Scheme (in both cases, including any 
  cash due in relation to the sale of fractional 
  entitlements)                                               by 25 November 2022 
 Expected date for the crediting to mandated 
  bank accounts or cheque issued in respect 
  of, any cash consideration due to Nominee                within 5 Business Days 
  Service participants (in both cases,                       following receipt of 
  including any cash due in relation to             the cash Scheme consideration 
  the sale of fractional entitlements)                     by the Nominee Service 
 Nominee Service Statements showing entitlements 
  received as a result of this event                                December 2022 
 Long-stop Date                                              6 September 2023 (9) 
 

(1) The dates and times given are indicative only and are based on current expectations and are subject to change and will

depend, amongst other things, on the date on which the regulatory (and other) 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 Order sanctioning the Scheme is delivered to the Registrar of Companies. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Countryside Shareholders by announcement through a Regulatory Information Service.

(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged by no later than 10.30 a.m. on 28 October 2022 or, if the Court Meeting is adjourned, by no later than 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day). BLUE Forms of Proxy not so lodged can be handed to the Chairman of the Court Meeting (or a representative of Equiniti at the Court Meeting on behalf of the chairman) any time prior to the commencement of the Court Meeting or any adjournment thereof.

(3) In order to be valid, WHITE Forms of Proxy for the Countryside General Meeting must be received by Equiniti by no later

than 10.45 a.m. on 28 October 2022 or, if the Countryside General Meeting is adjourned, 48 hours prior to the time

appointed for the Countryside General Meeting (excluding any part of such 48-hour period falling on a non-working day).

WHITE Forms of Proxy not returned by such time will be invalid.

(4) If either the Court Meeting or the Countryside General Meeting is adjourned, the Scheme Voting Record Time for the

relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned

meeting.

(5) The Court Meeting and the Countryside General Meeting will each be held at the offices of Norton Rose Fulbright LLP,

3 More London Riverside, London SE1 2AQ.

(6) To commence at 10.45 a.m. or, if later, as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(7) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of

Companies. This is expected to occur following the suspension of trading in Countryside Shares and the Scheme Record

Time. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.

(8) If a Countryside Equalisation Dividend is payable by Countryside to Countryside Shareholders, it is expected that the

Countryside Equalisation Dividend will be paid via either a credit of Countryside Shareholders' CREST accounts or a

despatch of cheques (as applicable) at a date to be decided by the Countryside Directors (being the directors of

Countryside at the time it is resolved to pay the Countryside Equalisation Dividend).

(9) 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.

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(END) Dow Jones Newswires

October 07, 2022 10:48 ET (14:48 GMT)