Berkeley Group Holdings (The) PLC Proposed Capital Return: Publication of Circular (8186D)
24 February 2020 - 6:00PM
UK Regulatory
TIDMBKG
RNS Number : 8186D
Berkeley Group Holdings (The) PLC
24 February 2020
24 February 2020
THE BERKELEY GROUP HOLDINGS PLC
Proposed Capital Return: Publication of Circular
-- GBP1 billion to be returned to shareholders over the next two
years; an increase of GBP455 million
-- General Meeting to be held on Wednesday 18 March 2020
Proposed Capital Return
As set out in its announcement on 22 January 2020, The Berkeley
Group Holdings plc ("Berkeley") intends to increase its returns to
shareholders by approximately GBP455 million over the next two
years through a return of capital of approximately GBP500m in both
March 2020 and March 2021.
Current Proposed Cumulative
GBP'million Schedule Schedule increase
---------------------------------------- ---------- ---------- -----------
Paid for six months to 30 September
2019 140 140 -
Paid for six months to 31 March
2020 15 15 -
---------------------------------------- ---------- ---------- -----------
To be paid for six months to 31
March 2020 125 500 375
To be paid for six months to 30
September 2020 140 - 235
To be paid for six months to 31
March 2021 140 500 595
To be paid for six months to 30
September 2021 140 - 455
---------------------------------------- ---------- ---------- -----------
To be paid for six months to 31
March 2022 140 140 455
Thereafter six monthly to 30 September
2025 140 140 455
The return of capital in March 2020 will be implemented by way
of a B share scheme (the "B Share Scheme") requiring the issue and
allotment of a new class of shares (the "B Shares") by Berkeley to
shareholders. Following the allotment and issue of the B Shares,
UBS AG London Branch ("UBS") will make an offer to purchase all of
the B Shares for an amount of GBP4.00 per B Share (approx. GBP500
million), free of all expenses and commissions.
To maintain comparability between the market price of each
ordinary Berkeley share before and after the capital return, it is
intended that the B Share Scheme will be accompanied by a
consolidation of Berkeley's existing ordinary share capital (the
"Share Consolidation") at a ratio of 92.69 for 100 based on the
share price of GBP54.70 on the latest practicable date (being 21
February 2020). New ordinary shares with a nominal value of 5.3943
pence will be issued in place of the existing ordinary shares.
Berkeley intends to return a further GBP4.40 per share (approx.
GBP500 million, taking into account the proposed B Share
Consolidation described above) via a C share scheme in March 2021
(the "C Share Scheme") similarly followed by a share consolidation.
The B and C Share Schemes together increase the amount of capital
being returned to shareholders by GBP455 million during the
Shareholder Return Programme through to September 2025.
Proposed Remuneration Policy amendments
In its announcement on 22 January 2020, Berkeley also stated a
consultation process would be undertaken to ensure Berkeley's
Remuneration Policy remains closely aligned with Berkeley's
strategy. Proposed amendments to the Remuneration Policy are set
out in detail in the Circular.
Publication of Circular
The B and C Share Schemes and their respective share
consolidations, alongside the proposed amendments to the
Remuneration policy are subject to approval by Berkeley's
shareholders at a general meeting (the "General Meeting") on
Wednesday 18 March 2020. Accordingly, Berkeley has today published
a circular containing these proposed resolutions and notice of
general meeting (the "Circular"). The Circular will shortly be
posted to shareholders and will be uploaded to
https://www.berkeleygroup.co.uk/about-us/investor-information/corporate-governance.
Expected timetable
The record time for entitlement to the B Shares and the Share
Consolidation will be 6.00 p.m. on Wednesday 18 March 2020. Subject
to the receipt of the requisite shareholder approvals at the
General Meeting, the B shares are expected to be issued at 8.00
a.m. on Thursday 19 March 2020 and the offer by UBS to purchase the
B Shares is expected to be made at 8.00 a.m. on Friday 20 March
2020, with the despatch of payments and the crediting of CREST
accounts in respect of proceeds from the sale of the B Shares
expected to occur on Tuesday 31 March 2020. A detailed timetable of
principal events and the full terms and conditions of the B Share
Scheme, the C Share Scheme and related share consolidations are set
out in the Circular.
Enquiries
The Berkeley Group Holdings plc 01932 868555
Richard Stearn
--------------
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.
LEI: 2138009OQSSLVVHQAL78
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.
END
MSCFFLLLBLLFBBX
(END) Dow Jones Newswires
February 24, 2020 02:00 ET (07:00 GMT)
Berkeley (LSE:BKG)
Historical Stock Chart
From Apr 2024 to May 2024
Berkeley (LSE:BKG)
Historical Stock Chart
From May 2023 to May 2024