TIDMBKG
RNS Number : 8177K
Berkeley Group Holdings (The) PLC
06 September 2021
6 September 2021
The Berkeley Group Holdings (plc)
(the "Company" or "Berkeley")
Proposed Return of Cash: Issue of B Shares, Share Consolidation
and Total Voting Rights
Further to the 2021 Annual General Meeting Notice , including at
Appendix 2 the shareholder circular regarding the B Share Scheme
and the Share Consolidation (the "Circular"), published on 2 August
2021 (the " AGM Notice ") and the passing of all the required
resolutions at Berkeley's Annual General Meeting on 3 September
2021, the Company announces that the allotment and issue of
121,696,046 B Shares relating to the B Share Scheme (there being
132,236,668 Existing Ordinary Shares in issue at the Record Time,
including 10,540,622 Existing Ordinary Shares held in treasury)
will occur today.
No application has been, or will be, made to the FCA or to the
LSE, respectively, for any of the B Shares to be admitted to the
Official List or to trading on the LSE's main market for listed
securities, nor will the B Shares be listed or admitted to trading
on any other recognised investment exchange.
No share certificates will be issued in respect of the B Shares
and no CREST accounts will be credited with B Shares.
As set out in the Circular, it is expected that UBS AG London
Branch ("UBS"), acting as principal (and not as agent, nominee or
trustee), will make an offer to purchase all of the B Shares for an
amount of GBP3.71 per B Share (free of all expenses and
commissions) tomorrow, 7 September 2021. Each of the Directors and
the Company Secretary of Berkeley are irrevocably authorised (on
behalf of holders of the B Shares) to accept the B Share Purchase
Offer and no holders of B Shares are separately able to accept or
reject the B Share Purchase Offer, in accordance with Berkeley's
Articles of Association, as amended by special resolution passed on
3 September 2021 at the 2021 Annual General Meeting of the Company.
It is expected that a further announcement will be made tomorrow
regarding the B Share Purchase Offer.
Share Consolidation
With effect from 8.00 am today, 6 September 2021, the New
Ordinary Shares will be admitted to the premium listing segment of
the Official List of the FCA and to trading on the main market of
the LSE. Share certificates in respect of Existing Ordinary Shares
will cease to be valid. It is expected that by 17 September 2021,
the Company will despatch share certificates in respect of New
Ordinary Shares to those Shareholders who held their Existing
Ordinary Shares in certificated form.
Until such time, Shareholders should retain any share
certificate(s) they currently hold in respect of Existing Ordinary
Shares for record purposes only. No share certificates will be
issued in respect of the B Shares.
Shareholders who held their Existing Ordinary Shares in CREST
will have the New Ordinary Shares to which they are entitled
automatically credited to their CREST accounts at approximately
8.00 am today (or as soon as possible thereafter).
Total Voting Rights
Following the completion of the Share Consolidation at 8:00 am
today and in accordance with the FCA's Disclosure Guidance and
Transparency Rule 5.6.1R, Berkeley hereby notifies the market that,
as of 6 September 2021, Berkeley's issued share capital consists of
122,120,562 New Ordinary Shares with voting rights and 121,696,046
B Shares with no voting rights (except at a shareholder general
meeting of the Company on a resolution to consider a winding-up of
Berkeley (excluding any intra-group reorganisation on a solvent
basis)).
The Company holds 9,734,264 New Ordinary Shares in Treasury.
Therefore, the total number of voting rights in the Company in
respect of the New Ordinary Shares is 112,386,298.
The above figure (112,386,298) may be used by shareholders (and
others with notification obligations) as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Enquiries
The Berkeley Group Holdings plc 01932 868555
Ann Dibben, Company Secretary
--------------
Novella Communications 020 3151 7008
--------------
Tim Robertson
--------------
UBS AG London Branch 020 7567 8000
--------------
John Woolland
--------------
Thomas Raynsford
--------------
About UBS AG London Branch
UBS AG London Branch is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority in the United
Kingdom. UBS AG London Branch acts as corporate broker and
financial intermediary to Berkeley. In connection with its role as
corporate broker and financial intermediary, UBS AG London Branch,
its affiliates and its or their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the proposed B Share Scheme, the
contents of this announcement or any other matter referred to
herein.
Important Notices
Capitalised terms used in this announcement which are not
otherwise defined in this announcement have the same meaning as in
the Circular, which is available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website at
www.berkeleygroup.co.uk/investor-information/corporate-governance .
All references to time in this announcement are to London time.
The release, publication or distribution of this announcement
into jurisdictions other than the United Kingdom may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any such restrictions.
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security. This announcement does not constitute
an invitation to participate in the B Share Scheme in or from any
jurisdiction in or from which, or to or from whom, it is unlawful
to make such offer under applicable securities laws or otherwise or
where such offer would require a prospectus to be published.
Neither this announcement, nor any other document issued in
connection with the proposed return of cash to Shareholders, may be
issued or distributed to any person except under circumstances
which do not constitute an offer to the public under applicable
securities laws.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFIFLDARIRIIL
(END) Dow Jones Newswires
September 06, 2021 03:20 ET (07:20 GMT)
Berkeley (LSE:BKG)
Historical Stock Chart
From Sep 2024 to Oct 2024
Berkeley (LSE:BKG)
Historical Stock Chart
From Oct 2023 to Oct 2024