TIDMVTY
RNS Number : 2957Q
Vistry Group PLC
18 June 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. THE COMPANY EXPECTS
TO PUBLISH LATER TODAY THE CIRCULAR IN CONNECTION WITH THE BONUS
ISSUE SHARES. ANY VOTING DECISION BY SHAREHOLDERS IN CONNECTION
WITH THE BONUS ISSUE SHOULD BE MADE ON THE BASIS OF THE INFORMATION
CONTAINED IN THE CIRCULAR.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
18 June 2020
For immediate release
Vistry Group PLC
Proposed Bonus Issue
Publication of Circular and Notice of General Meeting
1 Bonus Issue
As set out in the Company's announcement dated 15 May 2020, the
Company today confirms that, rather than pay the expected Second
Interim Dividend, it will return value by way of a bonus issue
through the issue of 4,369,992 Shares valued at GBP60 million based
on a share price of GBP13.73, being the closing Share price of the
Company on 27 December 2019 (the "Bonus Issue" and the "Bonus Issue
Shares") to Shareholders on the Company's register of members as at
6.00 p.m. on 27 December 2019 (the "Qualifying Shareholders") (the
"Bonus Issue Record Time"). The Bonus Issue is conditional on
shareholder approval being obtained at a general meeting to be held
at the Company's Head Office at 11 Tower View, Kings Hill, West
Malling, Kent ME19 4UY on 14 July 2020 at 12.00 noon (or any
adjournment thereof) (the "General Meeting").
The Company is expected to capitalise a sum of GBP2,184,996 from
its retained profits to pay up in full 4,369,992 Shares. The
Qualifying Shareholders are expected to receive:
for every 1 Share held at the Bonus Issue Record Time,
0.02945974 Bonus Issue Shares
The Bonus Issue Shares will be issued to Qualifying Shareholders
in lieu of the expected Second Interim Dividend. If a Qualifying
Shareholder believes they have a market claim, please contact the
counterparty and settle bi-laterally.
Applications will be made to the FCA and to the London Stock
Exchange for admission of the Bonus Issue Shares to the listing on
the premium listing segment of the UK Official List in accordance
with the Listing Rules and to trading on the Main Market (the
"Admission"). It is currently expected that Admission of the Bonus
Issue Shares will become effective at 8.00 a.m. on 15 July
2020.
The Company announces the dates and times given in the table
below in connection with the Bonus Issue, which are indicative only
and are based on the Company's current expectations and are subject
to change. If any dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to
Shareholders by announcement through a Regulatory Information
Service. All times shown are London times unless otherwise
stated.
EVENT TIME AND/OR DATE
Ex-dividend date for the Bonus 8.00 a.m. on 24 December
Issue Shares 2019
Bonus Issue Record Time 6.00 p.m. on 27 December
2019
Announcement of the Bonus Issue 15 May 2020
Publication of the Circular, 18 June 2020
the Notice of General Meeting
and the Form of Proxy
Latest time and date for receipt 12.00 noon on 10 July
of the Form of Proxy (or appointing 2020
a proxy electronically or submitting
a proxy via CREST) for the General
Meeting
Voting Record Time(1) 10.00 p.m. on 10 July
2020
General Meeting 12.00 noon on 14 July
2020
Admission and commencement of by 8.00 a.m. on 15 July
dealings in the Bonus Issue 2020
Shares on the premium segment
of the Official List and the
Main Market of the London Stock
Exchange
CREST accounts of Shareholders on or soon after 8.00
holding in uncertificated form a.m. on 15 July 2020
credited with the Bonus Issue
Shares
Despatch of share certificates within 14 days of Admission
for the Bonus Issue Shares to
Shareholders holding in certificated
form
CREST accounts credited with within 14 days of Admission
any cash due in relation to
the sale of fractional entitlements
Despatch of cheques for any within 14 days of Admission
cash in relation to the sale
of fractional entitlements
Notes:
(1) Entitlement to vote at the General Meeting by appointing
a proxy, and the number of votes which may be cast at
the General Meeting, will be determined by reference
to the Company's register of members at 10.00 p.m. on
10 July 2020 or, if the meeting is adjourned, not later
than 48 hours before the time appointed for the adjourned
meeting (as the case may be). In each case, changes
to the register of members after the relevant deadline
shall be disregarded.
(2) All events in the above timetable following the
holding of the General Meeting are conditional on the
passing of the Resolutions at such meeting.
2 Publication of Circular and Notice of General Meeting
The Company further announces that a shareholder circular
seeking approval of the Bonus Issue (the "Circular"), the Notice of
General Meeting and the Form of Proxy will be posted to
Shareholders today. The Circular is not required to be approved by
the FCA under the Listing Rules.
The Shareholder's attention is drawn to the section headed
"COVID-19 and impact on the General Meeting" in the Chairman's
Letter in the Circular. In view of the restrictions introduced by
the UK Government in response to COVID-19, in particular current UK
Government prohibitions on public gatherings and guidance on social
distancing, Shareholders are asked not to attend the General
Meeting in person and, in the interests of safety, any attempted
entry to the General Meeting will be refused. As further detailed
in the Circular, Shareholders are strongly encouraged instead to
appoint the Chairman of the meeting as their proxy and provide
voting instructions to the proxy in advance of the General
Meeting.
The Circular and the Notice of General Meeting have been
published on the Company's website at
https://www.vistrygroup.co.uk/2020. A copy of the Circular and the
Notice of General Meeting have been submitted to the National
Storage Mechanism and will be available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information please contact:
Vistry Group PLC
Earl Sibley, Chief Financial Officer
Susie Bell, Head of Investor Relations 01675 437160
Powerscourt (PR Adviser to Vistry Group PLC)
Justin Griffiths
Nick Dibden +44 (0)20 7250
Victoria Heslop 1446
IMPORTANT NOTICE
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer,
invitation or solicitation to purchase, otherwise acquire,
subscribe for, sell, otherwise dispose of or issue any securities,
or the solicitation of any vote or approval in connection with the
Bonus Issue or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Vistry Group PLC urges Shareholders to read the Circular once
published carefully because it contains important information in
relation to the Bonus Issue.
Any vote in respect of Resolutions to be proposed at the General
Meeting to approve the Bonus Issue and related matters should be
made only on the basis of the information contained in the
Circular.
This Announcement is not a prospectus or prospectus equivalent
documents.
The Bonus Issue will be subject to the applicable requirements
of the London Stock Exchange and the FCA.
ADDITIONAL INFORMATION FOR US SHAREHOLDERS
The Bonus Issue Shares have not been and will not be registered
under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States and may not be
offered or sold within the United States, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
The Bonus Issue Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Bonus Issue Shares or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is a criminal offence in the United States.
OVERSEAS SHAREHOLDERS
The Bonus Issue Shares have not been, and will not be,
registered under the applicable securities laws of any jurisdiction
outside the United Kingdom. Accordingly, the Bonus Issue Shares may
not be offered, sold, delivered or otherwise transferred, directly
or indirectly, in, into or from any such jurisdiction, or to, or
for, the account or benefit of citizens or residents of any such
jurisdiction, except pursuant to an applicable exemption from, or
in a transaction not subject to, applicable securities laws of
those jurisdictions or as otherwise permitted under the applicable
securities laws of those jurisdictions. Shareholders outside the
United Kingdom are required by the Company to inform themselves
about and observe any restrictions on the offer, sale or transfer
of the Bonus Issue Shares.
No action has been taken by the Company to obtain any approval,
authorisation or exemption to permit the allotment or issue of the
Bonus Issue Shares or the possession or distribution of this
Announcement (or any other publicity material relating to the Bonus
Issue Shares) in any jurisdiction other than the United
Kingdom.
Unless otherwise determined by the Company or required by and
permitted by applicable law and regulation, the Bonus Issue will
not be implemented and documentation relating to the Bonus Issue
shall not be made available, directly or indirectly, in, into or
from an excluded territory where to do so would violate the laws of
that jurisdiction (an "Excluded Territory") and no person may vote
their Shares with respect to the Bonus Issue at the General
Meeting, or execute and deliver the Form of Proxy appointing
another to vote at the General Meeting on their behalf, by any use,
means, instrumentality or form within an Excluded Territory or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Excluded Territory and persons with access to this Announcement and
any other documents relating to the Bonus Issue (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Excluded
Territory. Persons who are not resident in the United Kingdom or
who are subject to the laws and/or regulations of another
jurisdiction should inform themselves of, and should observe, any
applicable requirements.
It is the responsibility of each person into whose possession
this Announcement comes to satisfy themselves as to the full
observance of the laws and regulations of the relevant jurisdiction
in connection with the distribution of this Announcement and the
issuance of the Bonus Issue Shares and to obtain any governmental,
exchange control or other consents which may be required, to comply
with other formalities which are required to be observed and to pay
any issue, transfer or other taxes due in such jurisdiction. To the
fullest extent permitted by applicable law, the Company, the Board
and all other persons involved in the Bonus Issue disclaim any
responsibility or liability for the failure to satisfy any such
laws, regulations or requirements by any person.
APPENDIX - DEFINITIONS
The following words and expressions shall have the following
meanings in this Announcement unless the context otherwise
requires:
"Admission" the admission of the Bonus Issue Shares
to listing on the premium listing segment
of the UK Official List in accordance
with the UK Listing Rules and to trading
on the Main Market for listed securities
in accordance with the UK Admission
and Disclosure Standards;
"Bonus Issue" up to GBP60 million (based on a share
price of GBP13.73 as at 27 December
2019) of capital of the Company expected
to be returned to the Qualifying Shareholders
by issuing the Bonus Issue Shares at
Admission;
"Bonus Issue Record Time" 6.00 p.m. on 27 December 2020;
"Bonus Issue Shares" 4,369,992 Shares of GBP0.50 each in
the capital of the Company;
"Circular" the document published on 18 June 2020
as a circular prepared in accordance
with the Listing Rules;
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear UK & Ireland Limited is the
Operator (as defined in such Regulations)
in accordance with which securities
may be held and transferred in uncertificated
form;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended;
"Directors" or "Board" the board comprising the executive directors
and non-executive directors of the Company
as at the date of this Announcement;
"Euroclear" Euroclear UK and Ireland Limited, incorporated
in England and Wales with registered
number 02878738;
"FCA" the UK Financial Conduct Authority acting
in its capacity as the competent authority
for the purposes of Part VI of the FSMA;
"Form of Proxy" the form of proxy accompanying the Circular
for use by Shareholders in relation
to the General Meeting;
"FSMA" the Financial Services and Markets Act
2000, as amended;
"General Meeting" the general meeting of the Company to
be held at the Company's Head Office
at 11 Tower View, Kings Hill, West Malling,
Kent ME19 4UY on 14 July 2020 at 12.00
noon (or any adjournment thereof), notice
of which is set out at the end of the
Circular;
"Listing Rules" the listing rules and regulations made
by the FCA under Part VI of the FSMA,
as amended;
"Main Market" the main market of the London Stock
Exchange;
"Notice of General Meeting" the notice set out at the end of the
Circular giving Shareholders notice
of the General Meeting;
"Official List" the official list of the FCA;
"Qualifying Shareholders" Shareholders who are on the register
of members on the Bonus Issue Record
Time;
"Regulatory Information any of the services authorised by the
Service" FCA from time to time for the purpose
of disseminating regulatory announcements;
"Resolutions" means the Shareholder ordinary resolutions
of Vistry Group PLC necessary to approve,
effect and implement the Bonus Issue,
including, without limitation, to: (i)
authorise the Directors to capitalise
a sum of up to GBP2,184,996 and apply
such sums by way of a Bonus Issue to
the Shareholders; and (ii) grant authority
to the Directors to allot the Bonus
Issue Shares (and any amendment(s) thereof);
"Second Interim Dividend" the second interim dividend payment
of 41.0 pence per Share totalling GBP60
million, which was previously intended
to be paid on 29 May 2020 to Qualifying
Shareholders;
"Shareholders" the holders of the Shares in the capital
of the Company;
"Shares" the ordinary shares of GBP0.50 each
in the capital of the Company;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland;
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia;
"US Securities Act" the US Securities Act of 1933, and the
rules and regulations promulgated thereunder,
as amended;
"Vistry Group PLC" or Vistry Group PLC, a public limited company
"Company" incorporated in England and Wales with
registered number 00306718, whose registered
office is 11 Tower View, Kings Hill,
West Malling, Kent, ME19 4UY, United
Kingdom; and
"Voting Record Time" 10 July 2020 at 10.00 p.m., or, if the
General Meeting is adjourned, not later
than 48 hours before the time appointed
for the adjourned meeting.
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
MSCBRGDLCDBDGGR
(END) Dow Jones Newswires
June 18, 2020 02:00 ET (06:00 GMT)
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