TIDMVTY TIDMCSP
RNS Number : 1638G
Vistry Group PLC
11 November 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
11 November 2022
RECOMMED CASH AND SHARE COMBINATION
of
Vistry Group PLC ("Vistry")
and
Countryside Partnerships PLC ("Countryside")
Completion of the Combination
Countryside and Vistry are pleased to announce that the Scheme
has now become Effective in accordance with its terms, following
sanction of the Scheme by the Court on 10 November 2022 and the
delivery of the Scheme Court Order to the Registrar of Companies
today, 11 November 2022. The entire issued ordinary share capital
of Countryside is owned by Vistry.
Admission of New Vistry Shares and Delisting of Countryside
Applications have been made to the FCA and the London Stock
Exchange in relation to:
(i) the admission of 127,447,399 New Vistry Shares to listing on
the premium listing segment of the Official List and to trading on
the London Stock Exchange's main market for listed securities,
which is expected to take place by 8.00 a.m. on 14 November 2022 ;
and
(ii) the cancellation of Countryside's listing on the premium
listing segment of the Official List and the trading of Countryside
Shares on the London Stock Exchange's Main Market, which is
expected to take place with effect from 8.00 a.m. on 14 November
2022.
In addition, a block listing application has been made to the
FCA and the London Stock Exchange for up to 969,306 New Vistry
Shares to be admitted to listing on the premium listing segment of
the Official List and to trading on the Main Market of the London
Stock Exchange. Such New Vistry Shares may be issued in the six
month period following completion of the Combination in connection
with the exercise of options under the Countryside SAYE option
scheme (pursuant to which the Countryside shares issued under such
scheme in the relevant period are to be automatically acquired by
Vistry for cash and New Vistry Shares).
Further announcements will be made when appropriate.
Settlement of the Combination Consideration
Countryside Shareholders on the register at the Scheme Record
Time, being 6.00 p.m. on 10 November 2022, will receive 0.255 of a
New Vistry Share and 60 pence in cash for each Scheme Share held,
subject to any adjustments to such consideration resulting from
valid Elections made under the Mix and Match Facility. As set out
in the Scheme Document, the deadline for receipt of valid Elections
under the Mix and Match Facility was 1.00 p.m. on 10 November 2022.
An announcement concerning the extent to which elections under the
Mix and Match Facility will be satisfied is expected to be made on
14 November 2022.
As set out in the Scheme Document, for Scheme Shareholders who
held their Scheme Shares in uncertificated form, the New Vistry
Shares to which they are entitled will be credited to their CREST
account as soon as practicable after 8.00 a.m. on 14 November 2022.
For Scheme Shareholders who held their Scheme Shares in
certificated form, share certificates representing the New Vistry
Shares in certificated form, will be despatched by first class post
(or by international standard post, if overseas) no later than 14
days after the Effective Date (being 25 November 2022). Cash
consideration to which Scheme Shareholders are entitled under the
Scheme (including any cash due in relation to the sale of
fractional entitlements) will be settled via CREST (for
uncertificated Scheme Shareholders) or by cheque (for certificated
Scheme Shareholders) no later than 14 days after the Effective Date
(being 25 November 2022).
Directorate changes - Vistry
As set out in the Scheme Document, Tim Lawlor (Chief Financial
Officer of Vistry) has been appointed as a Director of Vistry with
effect from the Effective Date.
Directorate changes - Countryside
As set out in the Scheme Document, Countryside confirms that
each of the following Directors of Countryside have tendered their
resignations, which have taken effect from the Effective Date:
-- Douglas Hurt (Non-Executive Chairman - Countryside)
-- Amanda Burton (Senior Independent Non-Executive Director - Countryside)
-- Baroness Sally Morgan (Independent Non-Executive Director - Countryside)
-- Simon Townsend (Independent Non-Executive Director - Countryside)
-- Peter Lee (Independent Non-Executive Director - Countryside)
-- Amanda Clack (Non-Executive Director - Countryside)
Tim Lawlor will continue as a Director of Countryside. In
addition, Earl Sibley (Chief Operating Officer of Vistry) has been
appointed as a Director of Countryside with effect from the
Effective Date.
Cancellation of Countryside treasury shares
Countryside also announces that it has today cancelled
24,833,147 ordinary shares which it held in treasury. The total
number of ordinary shares in the capital of Countryside in issue
immediately following such cancellation was 499,793,723 ordinary
shares. There are no further shares held in treasury.
Other
All references to times in this announcement are to London
time.
Capitalised terms used but not defined in this announcement have
the meanings set out in Countryside's Scheme Document dated 7
October 2022. The full details of the Combination are set out in
the Scheme Document.
Enquiries:
Vistry
Earl Sibley, Chief Financial Officer
Graham Prothero, Chief Operating Officer
Clare Bates, General Counsel & Company Secretary
Susie Bell, Head of Investor Relations
Countryside +44 16 7543 7160
Tim Lawlor, Chief Financial Officer
Gary Whitaker, General Counsel & Company Secretary +44 1277 260 000
Rothschild & Co (Lead Financial Adviser to Countryside) +44 20 7280 500
Alex Midgen
Peter Everest
Nikhil Walia
Jake Shackleford
Barclays (Joint Financial Adviser and Joint Corporate Broker to Countryside) +44 20 7623 2323
Robert Mayhew
Richard Bassingthwaighte
Numis (Joint Financial Adviser and Joint Corporate Broker to Countryside) +44 20 7620 1288
Heraclis Economides
Oliver Hardy
Brunswick Group LLP (Financial Public Relations Adviser to Countryside)
Nina Coad
Robin Wrench +44 20 7404 5959
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 is acting as legal adviser to Vistry. Norton Rose
Fulbright LLP is acting as legal adviser to Countryside.
Important notice
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.
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.
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.
Vistry's legal entity identifier is 2138001KOWN7CG9SLK53.
Countryside's legal entity identifier is
213800J3U1EMU8XMB493.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Countryside and Vistry's websites at
https://investors.countrysidepartnerships.com/shareholder-information/recommended-cash-and-share-combination
and www.vistrygroup.co.uk/investor-centre/Countryside-offer
respectively by no later than 12 noon (London time) on 14 November
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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END
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