Company Announcements

Proposed Return of Cash and Total Voting Rights

Source: RNS
RNS Number : 8177K
Berkeley Group Holdings (The) PLC
06 September 2021

6 September 2021



The Berkeley Group Holdings (plc)

(the "Company" or "Berkeley")


Proposed Return of Cash: Issue of B Shares, Share Consolidation and Total Voting Rights



Further to the 2021 Annual General Meeting Notice , including at Appendix 2 the shareholder circular regarding the B Share Scheme and the Share Consolidation (the "Circular"), published on 2 August 2021 (the "AGM Notice") and the passing of all the required resolutions at Berkeley's Annual General Meeting on 3 September 2021, the Company announces that the allotment and issue of 121,696,046 B Shares relating to the B Share Scheme (there being 132,236,668 Existing Ordinary Shares in issue at the Record Time, including 10,540,622 Existing Ordinary Shares held in treasury) will occur today.


No application has been, or will be, made to the FCA or to the LSE, respectively, for any of the B Shares to be admitted to the Official List or to trading on the LSE's main market for listed securities, nor will the B Shares be listed or admitted to trading on any other recognised investment exchange.


No share certificates will be issued in respect of the B Shares and no CREST accounts will be credited with B Shares.


As set out in the Circular, it is expected that UBS AG London Branch ("UBS"), acting as principal (and not as agent, nominee or trustee), will make an offer to purchase all of the B Shares for an amount of £3.71 per B Share (free of all expenses and commissions) tomorrow, 7 September 2021. Each of the Directors and the Company Secretary of Berkeley are irrevocably authorised (on behalf of holders of the B Shares) to accept the B Share Purchase Offer and no holders of B Shares are separately able to accept or reject the B Share Purchase Offer, in accordance with Berkeley's Articles of Association, as amended by special resolution passed on 3 September 2021 at the 2021 Annual General Meeting of the Company. It is expected that a further announcement will be made tomorrow regarding the B Share Purchase Offer.


Share Consolidation


With effect from 8.00 am today, 6 September 2021, the New Ordinary Shares will be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market of the LSE. Share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that by 17 September 2021, the Company will despatch share certificates in respect of New Ordinary Shares to those Shareholders who held their Existing Ordinary Shares in certificated form.


Until such time, Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares for record purposes only. No share certificates will be issued in respect of the B Shares.


Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 am today (or as soon as possible thereafter).


Total Voting Rights


Following the completion of the Share Consolidation at 8:00 am today and in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1R, Berkeley hereby notifies the market that, as of 6 September 2021, Berkeley's issued share capital consists of 122,120,562 New Ordinary Shares with voting rights and 121,696,046 B Shares with no voting rights (except at a shareholder general meeting of the Company on a resolution to consider a winding-up of Berkeley (excluding any intra-group reorganisation on a solvent basis)).


The Company holds 9,734,264 New Ordinary Shares in Treasury.


Therefore, the total number of voting rights in the Company in respect of the New Ordinary Shares is 112,386,298.

The above figure (112,386,298) may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.




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 and on the Company's website at 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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