Completion of B Share Purchase Offer

RNS Number : 0222L

Berkeley Group Holdings (The) PLC

07 September 2021

 

7 September 2021

The Berkeley Group Holdings plc

(the "Company" or "Berkeley")

Proposed Return of Cash: Completion of B Share Purchase Offer

Further to the publication on 2 August 2021 of the 2021 notice of annual general meeting of the Company, containing at Appendix 2 a shareholder circular regarding the B Share Scheme and the Share Consolidation (the "Circular"), and the announcement earlier today, 7 September 2021, that UBS AG London Branch ("UBS"), acting as principal (and not as agent, nominee or trustee), had made the B Share Purchase Offer, Berkeley announces that it has accepted the B Share Purchase Offer on behalf of the holders of the B Shares and that the B Shares have been purchased by UBS, acting as principal (and not as agent, nominee or trustee) from the relevant shareholders for an amount of £3.71 per B Share (free of all expenses and commissions), on the terms set out in the Circular and the Purchase Offer Deed.

Payments are expected to be despatched and CREST accounts credited on 17 September 2021 in respect of proceeds from the sale of the B Shares purchased by UBS.

Single B Share Dividend

Following the B Share Purchase Completion, Berkeley announces that it has paid the Single B Share Dividend to UBS as holder of all of the B Shares. In accordance with Berkeley's Articles of Association, and following the payment of the Single B Share Dividend, all of the B Shares have been automatically reclassified as Deferred Shares.

As per the Circular the Deferred Shares will not be listed and carry extremely limited rights. All of the Deferred Shares (being 121,696,046 Deferred Shares) will be repurchased by Berkeley from UBS, in accordance with the terms of the Option Agreement as described in the Circular. Upon their repurchase by Berkeley, all of the Deferred Shares will be cancelled by Berkeley.

Enquiries

The Berkeley Group Holdings plc	01932 868555
Ann Dibben, Company Secretary
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.

Important Notices

Capitalised terms used in this announcement which are not otherwise defined in this announcement have the same meaning as in the Circular, which is available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Berkeley's website at www.berkeleygroup.co.uk/about-us/investor-information/ corporate-governance .

All references to time in this announcement are to London time.

The release, publication or distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any such restrictions.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This announcement does not constitute an invitation to participate in the B Share Scheme in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise or where such offer would require a prospectus to be published. Neither this announcement, nor any other document issued in connection with the proposed return of cash to Shareholders, may be issued or distributed to any person except under circumstances which do not constitute an offer to the public under applicable securities laws.

 

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