Berkeley Group Holdings (The) PLC Publication of Circular (2990H)
03 August 2021 - 12:30AM
UK Regulatory
TIDMBKG
RNS Number : 2990H
Berkeley Group Holdings (The) PLC
02 August 2021
2 August 2021
The Berkeley Group Holdings plc
("Berkeley" or the "Company")
Proposed Return of Cash: Publication of Circular
On 23 June 2021, The Berkeley Group Holdings plc announced
proposals to return approximately GBP450 million to shareholders
through a B share scheme, followed by a share consolidation, in
September 2021, subject to approval by shareholders at the 2021
Annual General Meeting of the Company (the "2021 AGM").
In the finalised proposals being announced today, the Company
proposes to return GBP451 million (GBP3.71 per share) to
shareholders by 30 September 2021, comprising GBP228 million of
surplus capital and GBP223 million of scheduled annual shareholder
returns for 2021/22, GBP59m already having been returned through
share buy-backs last year.
The return of capital in September 2021 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 GBP3.71 per B Share (approx. GBP451
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 92.35 for 100 based on the
share price of GBP48.52 on the latest practicable date (being 26
July 2021). New ordinary shares with a nominal value of 5.4141
pence each will be issued in place of the existing ordinary
shares.
Applications will be made to the FCA to amend the Official List
and to the LSE for an amendment to trading to reflect the Share
Consolidation. It is expected that the New Ordinary Shares will
commence trading on the LSE at 8.00 am on Monday 6 September 2021.
The New Ordinary Shares will have an ISIN of GB00BLJNXL82 and a
SEDOL of BLJNXL8.
Berkeley intends that the next scheduled shareholder return will
be GBP141 million in respect of the six months ending 30 September
2022.
Publication of Circular
The B Share Scheme and the Share Consolidation, is subject to
approval by Berkeley's shareholders at the 2021 AGM, which is to
take place on Friday 3 September. Accordingly, Berkeley has today
published the notice of meeting for the 2021 AGM (the "2021 AGM
Notice"), containing a shareholder circular in respect of the
proposed return of cash (the "Circular") at Appendix 2. The 2021
AGM Notice has today been posted or otherwise made available to
shareholders and can be found at:
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 pm on Friday 3 September 2021. Subject
to the receipt of the requisite shareholder approvals at the 2021
AGM, the B Shares are expected to be issued at 8.00 am on Monday 6
September 2021 and the offer by UBS to purchase the B Shares is
expected to be made at 8.00 am on Tuesday 7 September 2021, 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 Friday 17 September 2021.
A detailed timetable and the full terms and conditions of the B
Share Scheme and Share Consolidation are set out in the
Circular.
In addition, a detailed timetable of principal events can be
found in Appendix A of this announcement.
Enquiries
The Berkeley Group Holdings plc 01932 868555
Ann Dibben
--------------
Novella Communications 020 3151 7008
--------------
Tim Robertson
--------------
UBS AG London Branch 020 7567 8000
--------------
John Woolland
--------------
Thomas Raynsford
--------------
Appendix A
Expected timeline of principal events
Annual General Meeting 11.00 am on Friday 3 September 2021
------------------------------------------------------------------------- -----------------------------------------
Latest time and date for dealings in Existing Ordinary Shares 4.30 pm on Friday 3 September 2021
------------------------------------------------------------------------- -----------------------------------------
Record Time for entitlement to B Shares and Share Consolidation 6.00 pm on Friday 3 September 2021
------------------------------------------------------------------------- -----------------------------------------
Existing Ordinary Share register closed and Existing Ordinary Shares 6.00 pm on Friday 3 September 2021
disabled in CREST
------------------------------------------------------------------------- -----------------------------------------
Cancellation of listing of Existing Ordinary Shares before 8.00 am on Monday 6 September 2021
------------------------------------------------------------------------- -----------------------------------------
Admission Date 8.00 am on Monday 6 September 2021
------------------------------------------------------------------------- -----------------------------------------
New Ordinary Shares admitted to the premium listing segment of the 8.00 am on Monday 6 September 2021
Official List and to trading
on the London Stock Exchange's main market for listed securities
------------------------------------------------------------------------- -----------------------------------------
Issue of B Shares of an amount equal to the number of Existing Ordinary 8.00 am on Monday 6 September 2021
Shares held at the
Record Time
------------------------------------------------------------------------- -----------------------------------------
CREST accounts credited with New Ordinary Shares 8.00 am on Monday 6 September 2021
------------------------------------------------------------------------- -----------------------------------------
Dealings commence in the New Ordinary Shares ex entitlement to the B Monday 6 September 2021
Share Return of Cash
------------------------------------------------------------------------- -----------------------------------------
UBS makes the B Share Purchase Offer by means of a Regulatory Information 8.00 am on Tuesday 7 September 2021
Service announcement
------------------------------------------------------------------------- -----------------------------------------
Purchase of B Shares by UBS to be completed and UBS becomes the Tuesday 7 September 2021
beneficial owner of B Shares
------------------------------------------------------------------------- -----------------------------------------
B Share Single Dividend paid to UBS and B Shares automatically Tuesday 7 September 2021
reclassified as Deferred Shares
------------------------------------------------------------------------- -----------------------------------------
Company repurchases and cancels Deferred Shares Tuesday 7 September 2021
------------------------------------------------------------------------- -----------------------------------------
Despatch of share certificates in respect of New Ordinary Shares Friday 17 September 2021
------------------------------------------------------------------------- -----------------------------------------
Despatch of cheques and bank and CREST accounts credited in respect of Friday 17 September 2021
proceeds from sale
of fractional entitlements arising as a result of the Share Consolidation
------------------------------------------------------------------------- -----------------------------------------
Despatch of cheques and bank and CREST accounts credited in respect of Friday 17 September 2021
proceeds from the sale
of the B Shares following the B Share Purchase Offer
------------------------------------------------------------------------- -----------------------------------------
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
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