Proposed Bonus Issue

RNS Number : 2957Q

Vistry Group PLC

18 June 2020

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 END 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 £60 million based on a share price of £13.73, 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 £2,184,996 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 Issue Shares	8.00 a.m. on 24 December 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, the Notice of General Meeting and the Form of Proxy	18 June 2020
Latest time and date for receipt of the Form of Proxy (or appointing a proxy electronically or submitting a proxy via CREST) for the General Meeting	12.00 noon on 10 July 2020
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 dealings in the Bonus Issue Shares on the premium segment of the Official List and the Main Market of the London Stock Exchange	by 8.00 a.m. on 15 July 2020
CREST accounts of Shareholders holding in uncertificated form credited with the Bonus Issue Shares	on or soon after 8.00 a.m. on 15 July 2020
Despatch of share certificates for the Bonus Issue Shares to Shareholders holding in certificated form	within 14 days of Admission
CREST accounts credited with any cash due in relation to the sale of fractional entitlements	within 14 days of Admission
Despatch of cheques for any cash in relation to the sale of fractional entitlements	within 14 days of Admission

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 Victoria Heslop	[phone]

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 £60 million (based on a share price of £13.73 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 £0.50 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 Service"	any of the services authorised by the 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 £2,184,996 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 £60 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 £0.50 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 "Company"	Vistry Group PLC, a public limited 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.

 

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