TIDMCSP TIDMVTY
RNS Number : 3273D
Countryside Partnerships PLC
19 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
19 October 2022
RECOMMED CASH AND SHARE COMBINATION
of
Vistry Group PLC ("Vistry")
and
Countryside Partnerships PLC ("Countryside")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Mix and Match Facility Elections
On 5 September 2022, the boards of Countryside and Vistry
announced that they had reached agreement on the terms of a
recommended cash and share combination pursuant to which Vistry
will acquire the entire issued and to be issued ordinary share
capital of Countryside (" Combination "). The Combination is to be
implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the " Scheme ") and is subject to the terms and
conditions set out in the scheme document relating to the
Combination as published by Countryside on 7 October 2022 (the "
Scheme Document ").
The Scheme Document contains, amongst other things, details of
the Mix and Match Facility under which Countryside Shareholders
(other than Restricted Overseas Shareholders) have been offered the
opportunity to elect to vary the proportions in which they receive
cash and New Vistry Shares in respect of their holdings of
Countryside Shares, by making Elections .
In the Scheme Document and, if applicable, the GREEN new Form of
Election (sent on 12 October 2022 to Countryside Shareholders who
hold their Countryside Shares in certificated form) or the GREY new
Form of Instruction (sent on 12 October 2022 to participants in the
Nominee Service), the amount of cash or amount of a New Vistry
Share under an Election was rounded for convenience (as noted on
page 8 of the Scheme Document).
To assist Countryside Shareholders with any Election(s) (and
Nominee Service participants with any instructions to Equiniti in
respect of Election(s)) they may decide to make, Countryside would
like to clarify for Countryside Shareholders and Nominee Service
participants that the unrounded amounts are as follows:
-- The full amount of cash for every 0.255 New Vistry Share
under an Election to receive more cash in place of New Vistry
Shares in respect of each Countryside Share is 153.765 pence.[1]
This is in addition to the 60 pence in cash due for each
Countryside Share.
-- The full amount of a New Vistry Share for every 60 pence in
cash under an Election to receive more New Vistry Shares in place
of cash in respect of each Countryside Share is 0.099502487562189
of a New Vistry Share.[2] This is in addition to the 0.255 New
Vistry Shares due for each Countryside Share.
IMPORTANT: An Election under the Mix and Match Facility does not
guarantee that you will receive either approximately 154 pence (if
you elect to receive more cash in respect of each Scheme Share) or
approximately 0.10 of a New Vistry Share (if you elect to receive
more New Vistry Shares in respect of each Scheme Share). Elections
under the Mix and Match Facility could be scaled back pro rata,
with any unsuccessful elections being treated as an election to
receive the basic consideration of 60 pence in cash and 0.255 New
Vistry Shares for each Scheme Share held.
Countryside Shareholder Helpline
If you have any questions in relation to this announcement, the
Scheme Document or the GREEN new Form of Election or the GREY new
Form of Instruction sent to you on 12 October 2022 (if you hold
your Countryside Shares in certificated form or are a participant
in the Nominee Service), please contact the Countryside Shareholder
Helpline on +44 (0) 330 123 0367. Please use the country code when
calling from outside the UK. Lines are open between 8.30 a.m. and
5.30 p.m. (UK time) Monday to Friday (except public holidays in
England and Wales). Calls will be charged at the standard
geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international
rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. Please note that the Countryside Shareholder
Helpline operators cannot provide advice on the merits of the
Scheme or the Combination or give any financial, legal, investment
or tax advice.
Please refer to the Scheme Document
This announcement is not a summary of the Scheme Document, and
should not be regarded as a substitute for reading the Scheme
Document in full. It is strongly advised that you read the Scheme
Document and, if applicable, the GREEN new Form of Election (sent
on 12 October 2022 to Countryside Shareholders who hold their
Countryside Shares in certificated form) or the GREY new Form of
Instruction (sent on 12 October 2022 to participants in the Nominee
Service), carefully before taking any action.
Detailed instructions for making an Election under the Mix and
Match Facility are set out in Part 9 of the Scheme Document.
For Countryside Shareholders, the Election Return Time (the last
time for making an Election) is 1.00 p.m. on 10 November 2022.
For participants in the Nominee Service, the CSN Election Return
Time is 1.00 p.m. on 8 November 2022.
If you have any questions concerning this announcement, the
Scheme Document or the GREEN new Form of Election or the GREY new
Form of Instruction sent on 12 October 2022 (if you hold your
Countryside Shares in certificated form or are a participant in the
Nominee Service), please call the Countryside Shareholder Helpline
on the number shown above.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Scheme Document.
Enquiries:
Countryside
Tim Lawlo r, Chief Financial Officer
Gary Whitaker, General Counsel & Company
Secretary +44 1277 260 000
Rothschild & Co (Lead Financial Adviser
to Countryside)
Alex Midgen
Peter Everest
Nikhil Walia
Jake Shackleford +44 20 7280 5000
Barclays (Joint Financial Adviser and Joint Corporate
Broker to Countryside)
Robert Mayhew
Richard Bassingthwaighte +44 20 7623 2323
Numis (Joint Financial Adviser and Joint Corporate Broker
to Countryside)
Heraclis Economides +44 20 7620
Oliver Hardy 1288
Brunswick Group LLP (Financial Public Relations Adviser
to Countryside):
Nina Coad
Robin Wrench +44 20 7404 5959
Norton Rose Fulbright LLP is acting as legal adviser to
Countryside.
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the UK by the FCA, is acting
exclusively as financial adviser to Countryside and no one else in
connection with the Combination and shall not be responsible to
anyone other than Countryside for providing the protections
afforded to clients of Rothschild & Co nor for providing advice
in connection with the Combination or any matter referred to
herein. Neither Rothschild & Co nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this announcement, any statement contained
herein, the Combination or otherwise. No representation or
warranty, express or implied, is made by Rothschild & Co as to
the contents of this announcement.
Barclays Bank PLC ("Barclays"), which is authorised by the PRA
and regulated in the United Kingdom by the FCA and the PRA, is
acting exclusively for Countryside and for no one else in
connection with the Combination and will not be responsible to
anyone other than Countryside for providing the protections
afforded to clients of Barclays nor for providing advice in
connection with the Combination or any matter referred to herein.
Neither Barclays nor any of its group undertakings or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Barclays
in connection with the Combination or any matter referred to
herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Countryside and no one else in connection with the Combination
and will not be responsible to anyone other than Countryside for
providing the protections afforded to clients of Numis nor for
providing advice in relation to the Combination or any other matter
referred to herein. Neither Numis nor any of its group undertakings
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Numis in connection with the Combination or any matter referred
to herein.
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.
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 14e-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.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Combination, and other information published by Countryside, Vistry
or any member of the Vistry Group contain statements which are, or
may be deemed to be, "forward-looking statements". Such
forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
on numerous assumptions regarding the business strategies and the
environment in which Vistry, Countryside, any member of the Vistry
Group or the Countryside Group or the Combined Group shall operate
in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements.
The forward-looking statements contained in this announcement
relate to Vistry, Countryside, any member of the Vistry Group or
the Countryside Group or the Combined Group's future prospects,
developments and business strategies, the expected timing and scope
of the Combination and other statements other than historical
facts. In some cases, these forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms "believes", "estimates", "will look to", "would look to",
"plans", "prepares", "anticipates", "expects", "is expected to",
"is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects", "intends", "may",
"will", "shall" or "should" or their negatives or other variations
or comparable terminology. Forward-looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Vistry's, Countryside's,
any member of the Vistry Group or the Countryside Group or its or
their operations and potential synergies resulting from the
Combination; and (iii) the effects of global economic conditions
and governmental regulation on Vistry's, Countryside's, any member
of the Vistry Group or the Countryside Group or its or their
business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Neither Vistry, Countryside, nor any member of the Vistry Group
or the Countryside Group, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
shall actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Combined Group, there may be additional changes to the Combined
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost savings and
synergies may be materially greater or less than those
estimated.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Vistry Group or
Countryside Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
Vistry and Countryside expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Vistry's and Countryside's websites at
www.vistrygroup.co.uk/investor-centre/Countryside-offer and
www.countrysidepartnerships.com , respectively, by no later than 12
noon (London time) on the business day following this announcement.
For the avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.
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.
[1] In the Scheme Document, the GREEN new Form of Election and
GREY new Form of Instruction this was rounded to 153.77 pence for
every 0.255 New Vistry Share under an Election to receive more
cash.
[2] In the Scheme Document, the GREEN new Form of Election and
GREY new Form of Instruction this was rounded to 0.10 of a New
Vistry Share for every 60 pence in cash under an Election to
receive more New Vistry Shares.
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END
MSCUWRWRUVURAAA
(END) Dow Jones Newswires
October 19, 2022 02:00 ET (06:00 GMT)
Vistry (LSE:VTY)
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