Last checked at 2 Aug 2021 15:30
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 £450 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 £451 million (£3.71 per share) to shareholders by 30 September 2021, comprising £228 million of surplus capital and £223 million of scheduled annual shareholder returns for 2021/22, £59m 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 £3.71 per B Share (approx. £451 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 £48.52 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 £141 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 disabled in CREST | 6.00 pm on Friday 3 September 2021 | |
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 Official List and to trading on the London Stock Exchange's main market for listed securities | 8.00 am on Monday 6 September 2021 | |
Issue of B Shares of an amount equal to the number of Existing Ordinary Shares held at the Record Time | 8.00 am on Monday 6 September 2021 | |
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 Share Return of Cash | Monday 6 September 2021 | |
UBS makes the B Share Purchase Offer by means of a Regulatory Information Service announcement | 8.00 am on Tuesday 7 September 2021 | |
Purchase of B Shares by UBS to be completed and UBS becomes the beneficial owner of B Shares | Tuesday 7 September 2021 | |
B Share Single Dividend paid to UBS and B Shares automatically reclassified as Deferred Shares | Tuesday 7 September 2021 | |
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 proceeds from sale of fractional entitlements arising as a result of the Share Consolidation | Friday 17 September 2021 | |
Despatch of cheques and bank and CREST accounts credited in respect of proceeds from the sale of the B Shares following the B Share Purchase Offer | Friday 17 September 2021 |
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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