TIDMVTY
RNS Number : 2257G
Countryside Partnerships PLC
14 November 2022
Countryside Partnerships PLC
RNS Number: 2257G
Countryside Partnerships PLC
14 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
14 November 2022
RECOMMED CASH AND SHARE COMBINATION
of
Vistry Group PLC ("Vistry")
and
Countryside Partnerships PLC ("Countryside")
Results of Elections under the Mix and Match Facility
On 11 November 2022, Countryside and Vistry announced that the
Scheme had become Effective in accordance with its terms, following
sanction of the Scheme by the Court on 10 November 2022 and the
delivery of the Court Order to the Registrar of Companies on 11
November 2022.
Under the Scheme, Scheme Shareholders on Countryside's register
of members at the Scheme Record Time are entitled to receive 0.255
of a New Vistry Share and 60 pence in cash for each Scheme Share
held, subject to any adjustments to such consideration resulting
from valid Elections made pursuant to the Mix and Match Facility.
The deadline for receipt of valid Elections under the Mix and Match
Facility was 1.00 p.m. on 10 November 2022.
Under the Mix and Match Facility, valid Elections for more New
Vistry Shares were received from Scheme Shareholders in respect of
209,392,433 Scheme Shares, representing approximately 41.90 per
cent. of the aggregate number of Scheme Shares, and valid Elections
for more cash were received from Scheme Shareholders in respect of
76,991,400 Scheme Shares, representing approximately 15.40 per
cent. of the aggregate number of Scheme Shares.
The ability to satisfy Elections was dependent upon Scheme
Shareholders making equal and opposite Elections.
Scheme Shareholders who made valid Elections for more cash have
had such Elections satisfied in full. In respect of Scheme Shares
for which a valid Election has been made for more cash, Scheme
Shareholders will receive 213.765 pence in cash per Scheme
Share.
Scheme Shareholders who made valid Elections for more New Vistry
Shares have had such Elections scaled back on a pro rata basis by
approximately 5.77 per cent. so that approximately 94.23 per cent.
of a valid Election for more New Vistry Shares has been satisfied
in full. In respect of the Scheme Shares for which valid Elections
have been received for more New Vistry Shares and which have been
satisfied, Scheme Shareholders will receive 0.354502487562189 of a
New Vistry Share per Scheme Share.
In respect of the Scheme Shares for which a valid Election has
been made for more New Vistry Shares but which has not been
satisfied due to the scale back described above, Scheme
Shareholders will receive the default consideration, being 0.255 of
a New Vistry Share and 60 pence in cash per Scheme Share.
Scheme Shareholders who did not make valid Elections have not
participated in the Mix and Match Facility. In respect of Scheme
Shares for which no valid Elections have been made, Scheme
Shareholders will receive the default consideration, being 0.255 of
a New Vistry Share and 60 pence in cash per Scheme Share.
Next steps
As set out in the Scheme Document, for Scheme Shareholders who
held their Scheme Shares in uncertificated form, the New Vistry
Shares to which they are entitled will be credited to their CREST
account as soon as practicable after 8.00 a.m. today, 14 November
2022. For Scheme Shareholders who held their Scheme Shares in
certificated form, share certificates representing the New Vistry
Shares in certificated form, will be despatched by first class post
(or by international standard post, if overseas) no later than 14
days after the Effective Date (being 25 November 2022). Cash
consideration due to which Scheme Shareholders are entitled under
the Scheme (including any cash due in relation to the sale of
fractional entitlements) will be settled via CREST (for
uncertificated Scheme Shareholders) or by cheque (for certificated
Scheme Shareholders) no later than 14 days after the Effective Date
(being 25 November 2022).
Other
Full details of the Mix and Match Facility are set out in the
Scheme Document (as defined below), the new Form of Election (sent
on 12 October 2022 to Countryside Shareholders who hold their
Countryside Shares in certificated form) or the new Form of
Instruction (sent on 12 October 2022 to participants in the Nominee
Service) and the announcement made by Countryside on 19 October
2022 .
All references to times in this announcement are to London
time.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the scheme document
published by Countryside on 7 October 2022 in connection with the
Scheme (the Scheme Document).
Enquiries:
+44 0 20 7739
Countryside Partnerships PLC 8200
Tim Lawlor, Chief Financial Officer
N.M. Rothschild & Sons Limited +44 0 20 7280
(Lead financial adviser to Countryside) 5000
Alex Midgen
Peter Everest
Nikhil Walia
Jake Shackleford
Barclays Bank PLC
(Joint financial adviser and joint corporate
broker to Countryside) +44 20 7623 2323
Robert Mayhew
Richard Bassingthwaighte
Numis Securities Limited (Joint financial +44 20 7620
adviser and joint corporate broker to Countryside) 1288
Heraclis Economides
Oliver Hardy
Norton Rose Fulbright LLP is legal adviser to Countryside.
Further Information
This announcement does not constitute a prospectus or prospectus
exempted document. The New Vistry Shares are not being offered to
the public by means of this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Combination or otherwise.
This announcement has been prepared for the purpose of complying
with English law and the Code (as defined below) and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside England and
Wales.
Countryside's Legal Entity Identifier is
213800J3U1EMU8XMB493.
Overseas shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Vistry or required by the Code,
and permitted by applicable law and regulation, the Combination
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Combination by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Combination are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Combination
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Combination to Countryside Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
The New Vistry Shares may not be offered, sold or delivered,
directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any
Restricted Overseas Persons except pursuant to an applicable
exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
Additional information for US investors
The Combination relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Combination is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disproved or passed
judgement upon the fairness or the merits of the Combination or
determined if this announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the
United States.
However, if Vistry were to elect to implement the Combination by
means of a Takeover Offer, such Takeover Offer shall be made in
compliance with all applicable United States laws and regulations,
including any applicable exemptions under the US Exchange Act. Such
a Takeover Offer would be made in the United States by Vistry and
no one else.
In the event that the Combination is implemented by way of
Takeover Offer, in accordance with normal United Kingdom practice
and pursuant to Rule 14(e)-15(b) of the US Exchange Act, Vistry or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Countryside outside the United States, other
than pursuant to such Takeover Offer, during the period in which
such Takeover Offer would remain open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases or arrangements to purchase shall be disclosed
as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
its Countryside Shares pursuant to the Scheme shall be a taxable
transaction for United States federal income tax purposes. Each
Countryside Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Combination applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to Countryside included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of United States companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The New Vistry Shares issued pursuant to the Scheme will not be
registered under any United States state securities laws and may
only be issued to persons resident in a state pursuant to an
exemption from the registration requirements of the securities laws
of such state.
For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Countryside will advise
the Court that its sanctioning of the Scheme will be relied on by
Vistry as an approval of the Scheme following a hearing on its
fairness to Countryside Shareholders, at which Court hearing all
Countryside Shareholders are entitled to attend in person or
through counsel to support or oppose the sanctioning of the Scheme
and with respect to which notification will be given to all such
holders.
Vistry and Countryside are organised under the laws of England
and Wales. Some or all of the officers and directors of Vistry and
Countryside, respectively, are residents of countries other than
the United States. In addition, most of the assets of Vistry and
Countryside are located outside the United States. As a result, it
may be difficult for United States shareholders of Countryside to
effect service of process within the United States upon Vistry or
Countryside or their respective officers or directors or to enforce
against them a judgement of a United States court predicated upon
the federal or state securities laws of the United States.
Other
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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END
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