Berkeley Group Holdings (The) PLC Publication of Circular (2990H)

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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.

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August 02, 2021 10:30 ET (14:30 GMT)