3 September 2021
The Berkeley Group Holdings plc
(the "Company")
2021 Annual General Meeting ("AGM")
Results of AGM, Return of Cash and Share Consolidation
Shareholders are informed that the results of the poll on the resolutions put before the AGM of the Company held on 3 September 2021 are:
|
Resolution |
Votes FOR1 |
% |
Votes AGAINST |
% |
Total Votes Validly Cast (excluding withheld) |
% of ISC Voted |
Withheld Votes2 |
|
1 |
84,541,803 |
99.97% |
22,791 |
0.03% |
84,564,594 |
69.49% |
1,536,512 |
|
2 |
79,431,552 |
92.51% |
6,432,360 |
7.49% |
85,863,912 |
70.56% |
302,252 |
|
3 |
74,526,071 |
87.18% |
10,958,520 |
12.82% |
85,484,591 |
70.24% |
551,456 |
|
4 |
85,178,018 |
99.13% |
746,402 |
0.87% |
85,924,420 |
70.61% |
176,686 |
|
5 |
85,830,660 |
99.71% |
253,235 |
0.29% |
86,083,895 |
70.74% |
17,211 |
|
6 |
85,196,740 |
98.97% |
887,193 |
1.03% |
86,083,933 |
70.74% |
17,173 |
|
7 |
84,569,100 |
98.24% |
1,514,795 |
1.76% |
86,083,895 |
70.74% |
17,211 |
|
8 |
85,310,531 |
99.10% |
773,364 |
0.90% |
86,083,895 |
70.74% |
17,211 |
|
9 |
85,310,390 |
99.10% |
773,505 |
0.90% |
86,083,895 |
70.74% |
17,211 |
|
10 |
85,314,176 |
99.11% |
769,719 |
0.89% |
86,083,895 |
70.74% |
17,211 |
|
11 |
85,314,293 |
99.11% |
769,494 |
0.89% |
86,083,787 |
70.74% |
17,319 |
|
12 |
82,780,412 |
96.16% |
3,303,375 |
3.84% |
86,083,787 |
70.74% |
17,319 |
|
13 |
85,871,680 |
99.75% |
212,138 |
0.25% |
86,083,818 |
70.74% |
17,288 |
|
14 |
85,920,869 |
99.81% |
162,949 |
0.19% |
86,083,818 |
70.74% |
17,288 |
|
15 |
84,779,754 |
98.49% |
1,304,033 |
1.51% |
86,083,787 |
70.74% |
17,319 |
|
16 |
85,877,998 |
99.76% |
205,928 |
0.24% |
86,083,926 |
70.74% |
17,180 |
|
17 |
85,718,916 |
99.58% |
364,979 |
0.42% |
86,083,895 |
70.74% |
17,211 |
|
18 |
85,887,854 |
99.77% |
195,897 |
0.23% |
86,083,751 |
70.74% |
17,355 |
|
19 |
86,044,081 |
99.96% |
32,071 |
0.04% |
86,076,152 |
70.73% |
16,892 |
|
20 |
77,961,243 |
90.58% |
8,110,808 |
9.42% |
86,072,051 |
70.73% |
20,993 |
|
21* |
85,869,679 |
99.76% |
202,547 |
0.24% |
86,072,226 |
70.73% |
20,818 |
|
22* |
80,127,730 |
93.09% |
5,944,496 |
6.91% |
86,072,226 |
70.73% |
20,818 |
|
23* |
85,535,159 |
99.45% |
475,126 |
0.55% |
86,010,285 |
70.68% |
82,759 |
|
24 |
85,451,008 |
99.28% |
620,325 |
0.72% |
86,071,333 |
70.73% |
20,631 |
|
25* |
74,826,536 |
86.93% |
11,249,182 |
13.07% |
86,075,718 |
70.73% |
17,326 |
|
26* |
86,045,985 |
99.97% |
25,469 |
0.03% |
86,071,454 |
70.73% |
21,590 |
|
27 |
86,045,397 |
99.97% |
26,212 |
0.03% |
86,071,609 |
70.73% |
21,435 |
|
28 |
85,909,226 |
99.81% |
162,383 |
0.19% |
86,071,609 |
70.73% |
21,435 |
Notes:
*Special resolution
1. The votes "for" include those votes giving discretion to the Chairman.
2. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
3. The number of Existing Ordinary Shares in issue is 121,696,046 (excluding shares held in Treasury).
5. Copies of the resolutions passed will shortly be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolutions can be found in the 2021 AGM Notice which can be located in the Investor Information section of the Company's website at the following location: www.berkeleygroup.co.uk/investor-information.
Return of Cash
Further to the 2021 AGM Notice, and the 2021 AGM held today, resolutions 26, 27 and 28 were passed by the requisite majority on a poll.
Accordingly, Berkeley announces that the B Shares will be issued on 6 September 2021 in accordance with the B Share Scheme, as detailed in the shareholder circular at Appendix 2 of the 2021 AGM Notice (the "Circular"). The record time for entitlement to the B Shares is 6.00 pm today, 3 September 2021.
A further announcement will be made on 6 September 2021 regarding the issue of the B Shares.
Share Consolidation
The Share Consolidation in relation to the B Share Scheme, as explained in the Circular, will replace every 100 Existing Ordinary Shares with 92.35 New Ordinary Shares. Applications have been made to the FCA to amend the Official List and to the LSE for an amendment to trading to reflect the Share Consolidation. It is expected that the New Ordinary Shares will commence trading on the LSE at 8.00 a.m. on Monday 6 September 2021. The New Ordinary Shares will have an ISIN of GB00BLJNXL82 and a SEDOL of BLJNXL8.
Following the Share Consolidation there will be 122,120,562 New Ordinary Shares in issue, including 9,734,264 New Ordinary Shares in treasury, with a nominal value of 5.4141 pence per share.
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 Company's website at www.berkeleygroup.co.uk/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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