Directorate ChangesSource: RNS
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
22 March 2023
Vistry Group PLC
Appointment of Non-Executive Director
Vistry Group PLC (the "Company" or "Vistry") announces the appointment of Jeffrey Ubben as a Non-Executive Director of the Company, with effect from 23 March 2023.
Jeff is a Founder, Managing Partner and the Portfolio Manager of Inclusive Capital Partners L.P. ("Inclusive Capital"), a San Francisco-based investment firm focused on increasing shareholder value whilst promoting sound environmental, social and governance practices. Inclusive Capital is one of the Company's largest shareholders. Previously, Jeff co-founded ValueAct Capital Partners, a long-term value investment firm. The Board believes that Jeff will be a valuable addition to the Board.
Jeff is a highly experienced board member and investor in both the United States and the UK, having served on over 20 public company boards. He currently serves as a Non-Executive Director of ExxonMobil and Enviva Inc. He has previously held board positions with several other public and private companies including Fertiglobe plc, Misys plc, Twenty-First Century Fox Inc. and Willis Towers Watson plc.
Ralph Findlay OBE, Non-Executive Chairman, commented: "I am very pleased to welcome Jeff to the Board. His deep expertise and insights, particularly in impact and sustainability, will be of significant value as we continue to integrate our recent acquisition of Countryside Partnerships at pace."
Jeffrey Ubben added: "The combination of a distinct model addressing the acute shortage of affordable homes in the UK alongside leading private housebuilding brands gives Vistry the scale, operating synergies, and resources to deliver societal benefits and great long term returns to shareholders. To work closely with CEO Greg Fitzgerald, whose experience and track record in this industry is exemplary, and also with the Board in executing on Vistry's compelling mixed-tenure approach to housing, is an opportunity to highlight how profitable growth can be linked to positive community impact."
Inclusive Capital has confirmed that it manages funds which hold interests in approximately 20.6 million ordinary shares of the Company, constituting approximately 5.9%* of the Company's issued share capital. Jeffrey Ubben has no current interest in the Company's share capital and is not being appointed to the Board as a representative or nominee of Inclusive Capital.
In addition, the Company and Inclusive Capital have entered into an agreement which clarifies the obligations of, and relationship between, both parties in respect of Jeffrey Ubben's appointment as a Non-Executive Director of the Company. The agreement includes, among other things, an obligation for Inclusive Capital to exercise the voting rights in respect of the shares in which it is interested in accordance with any recommendations given by a majority of the Board in respect of resolutions to be voted at a General Meeting, as well as undertakings that Inclusive Capital will not: (i) requisition (or propose resolutions at) General Meetings of the Company, (ii) circulate statements to shareholders, or (iii) seek to remove Directors from the Board.
Resignation of Non-Executive Directors
The Company also announces that each of Katherine Innes Ker and Nigel Keen has informed the Board of their intention to step down and resign as an independent Non-Executive Director of the Company. Nigel Keen will step down with effect from 23 March 2023 and Katherine Innes Ker will step down with effect from close of the Annual General Meeting on 18 May 2023.
The Board has commissioned searches for two additional independent Non-Executive Directors of the Company.
Ashley Steel, independent Non-Executive Director and Senior Independent Director will succeed Nigel Keen in his capacity as Chair of the Remuneration Committee. Such change is with effect from 23 March 2023.
Ralph Findlay OBE, Non-Executive Chairman, commented: "On behalf of the Board I would like to thank Nigel and Katherine for the strong contribution they have made to the Company since 2016 and 2018, respectively. They have provided support, dedication, and wise counsel through a period of significant growth and transformational change in the business, culminating in the recent acquisition of Countryside Partnerships. They also provided guidance during the disruption to the business as a result of the various lockdowns and ongoing Covid restrictions."
Information required for the purposes of the Listing Rules
Jeffrey Ubben currently serves, or has served during the past five years, on the boards of Exxon Mobil Corporation (since 2021 to present), Enviva Inc. (since 2020 to present), Fertiglobe plc (2021-2023), AppHarvest, Inc. (2020-2022), Nikola Corporation (2020-2022), The AES Corporation (2018-2021) and Twenty-First Century Fox, Inc. (2015-2018). He is a retired founder of ValueAct Capital and, prior to founding ValueAct Capital in 2000, Jeffrey Ubben was a Managing Partner at Blum Capital Partners for over five years.
No further information is required to be disclosed pursuant to Listing Rule 9.6.13R.
The above notification is made pursuant to Listing Rule 9.6.11R.
Earl Sibley, Chief Operating Officer
Tim Lawlor, Chief Financial Officer
Clare Bates, General Counsel & Company Secretary
Susie Bell, Group Investor Relations Director
+44 16 7543 7160
Justin Griffiths, Nick Dibden, Victoria Heslop
+44 20 7250 1446
This announcement contains inside information in relation to Vistry for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of Vistry is Clare Bates, General Counsel & Company Secretary.
* Based on the Company's shares in issue (excluding treasury shares) on 21 March 2023.
Vistry's legal entity identifier is 2138001KOWN7CG9SLK53.