Berkeley Group Holdings (The) PLC Proposed Capital Return: Publication of Circular (8186D)

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 [e-mail] or visit www.rns.com.

END

MSCFFLLLBLLFBBX

(END) Dow Jones Newswires

February 24, 2020 02:00 ET (07:00 GMT)