Berkeley Group Holdings (The) PLC Completion of B Share Purchase Offer (0222L)
September 07 2021 - 10:55AM
UK Regulatory
TIDMBKG
RNS Number : 0222L
Berkeley Group Holdings (The) PLC
07 September 2021
7 September 2021
The Berkeley Group Holdings plc
(the "Company" or "Berkeley")
Proposed Return of Cash: Completion of B Share Purchase
Offer
Further to the publication on 2 August 2021 of the 2021 notice
of annual general meeting of the Company, containing at Appendix 2
a shareholder circular regarding the B Share Scheme and the Share
Consolidation (the "Circular"), and the announcement earlier today,
7 September 2021, that UBS AG London Branch ("UBS"), acting as
principal (and not as agent, nominee or trustee), had made the B
Share Purchase Offer, Berkeley announces that it has accepted the B
Share Purchase Offer on behalf of the holders of the B Shares and
that the B Shares have been purchased by UBS, acting as principal
(and not as agent, nominee or trustee) from the relevant
shareholders for an amount of GBP3.71 per B Share (free of all
expenses and commissions), on the terms set out in the Circular and
the Purchase Offer Deed.
Payments are expected to be despatched and CREST accounts
credited on 17 September 2021 in respect of proceeds from the sale
of the B Shares purchased by UBS.
Single B Share Dividend
Following the B Share Purchase Completion, Berkeley announces
that it has paid the Single B Share Dividend to UBS as holder of
all of the B Shares. In accordance with Berkeley's Articles of
Association, and following the payment of the Single B Share
Dividend, all of the B Shares have been automatically reclassified
as Deferred Shares.
As per the Circular the Deferred Shares will not be listed and
carry extremely limited rights. All of the Deferred Shares (being
121,696,046 Deferred Shares) will be repurchased by Berkeley from
UBS, in accordance with the terms of the Option Agreement as
described in the Circular. Upon their repurchase by Berkeley, all
of the Deferred Shares will be cancelled by Berkeley.
Enquiries
The Berkeley Group Holdings plc 01932 868555
Ann Dibben, Company Secretary
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Novella Communications 020 3151 7008
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Tim Robertson
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UBS AG London Branch 020 7567 8000
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John Woolland
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Thomas Raynsford
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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
Berkeley's website at
www.berkeleygroup.co.uk/about-us/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.
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END
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