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 THAT JURISDICTION

14 November 2022

RECOMMENDED CASH AND SHARE COMBINATION

of

Vistry Group PLC ("Vistry")

and

Countryside Partnerships PLC ("Countryside")

Admission of New Vistry Shares

Further to the announcement on 11 November 2022, Vistry is pleased to confirm that 127,447,399 new ordinary shares of £0.50 each in the capital of Vistry (the "New Vistry Shares") were admitted to listing on the premium listing segment of the Official List maintained by the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange's main market for listed securities, with effect from 8.00 a.m. today, 14 November 2022.

Following the admission of the New Vistry Shares and in accordance with the FCA's Disclosure Guidance and Transparency Rules 5.6.1R and 5.6.1AR, Vistry hereby notifies the market that Vistry's issued share capital as at today, 14 November 2022, consists of 345,708,501 ordinary shares of £0.50 each (excluding 1,500,000 shares held in treasury). This figure may be used by shareholders 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, Vistry under the FCA's Disclosure Guidance and Transparency Rules.

A separate announcement will be made regarding the cancellation of the listing and trading of Countryside's shares. 

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the scheme document published on 7 October 2022 in relation to the Combination.

Enquiries:

Linklaters LLP are retained as legal adviser to Vistry.

Important notice

HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting as financial adviser to Vistry and no one else in connection with the Combination and shall not be responsible to anyone other than Vistry for providing the protections afforded to clients of HSBC nor for providing advice in connection with the Combination or any matter referred to herein. Neither HSBC 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 HSBC in connection with the Combination or any matter referred to herein.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to the Vistry Board and no one else in connection with the Combination and shall not be responsible to anyone other than the Vistry Board for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Combination or any matter referred to herein. Neither Lazard 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 Lazard in connection with the Combination or any matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the UK by the FCA, is acting exclusively as corporate broker to Vistry and no one else in connection with the Combination and shall not be responsible to anyone other than Vistry for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the Combination or any matter referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the Combination or any matter referred to herein.

Further information

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 City Code on Takeovers and Mergers (the "Code") 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 of jurisdictions outside England and Wales. The Combination will be subject to the applicable requirements of the Code, the Panel, the FCA and the London Stock Exchange.

Vistry's legal entity identifier is 2138001KOWN7CG9SLK53.