24 February 2020
THE BERKELEY GROUP HOLDINGS PLC
Proposed Capital Return: Publication of Circular
· £1 billion to be returned to shareholders over the next two years; an increase of £455 million
· General Meeting to be held on Wednesday 18 March 2020
Proposed Capital Return
As set out in its announcement on 22 January 2020, The Berkeley Group Holdings plc ("Berkeley") intends to increase its returns to shareholders by approximately £455 million over the next two years through a return of capital of approximately £500m in both March 2020 and March 2021.
£'million |
Current Schedule |
Proposed Schedule |
Cumulative increase |
Paid for six months to 30 September 2019 |
140 |
140 |
- |
Paid for six months to 31 March 2020 |
15 |
15 |
- |
To be paid for six months to 31 March 2020 |
125 |
500 |
375 |
To be paid for six months to 30 September 2020 |
140 |
- |
235 |
To be paid for six months to 31 March 2021 |
140 |
500 |
595 |
To be paid for six months to 30 September 2021 |
140 |
- |
455 |
To be paid for six months to 31 March 2022 |
140 |
140 |
455 |
Thereafter six monthly to 30 September 2025 |
140 |
140 |
455 |
The return of capital in March 2020 will be implemented by way of a B share scheme (the "B Share Scheme") requiring the issue and allotment of a new class of shares (the "B Shares") by Berkeley to shareholders. Following the allotment and issue of the B Shares, UBS AG London Branch ("UBS") will make an offer to purchase all of the B Shares for an amount of £4.00 per B Share (approx. £500 million), free of all expenses and commissions.
To maintain comparability between the market price of each ordinary Berkeley share before and after the capital return, it is intended that the B Share Scheme will be accompanied by a consolidation of Berkeley's existing ordinary share capital (the "Share Consolidation") at a ratio of 92.69 for 100 based on the share price of £54.70 on the latest practicable date (being 21 February 2020). New ordinary shares with a nominal value of 5.3943 pence will be issued in place of the existing ordinary shares.
Berkeley intends to return a further £4.40 per share (approx. £500 million, taking into account the proposed B Share Consolidation described above) via a C share scheme in March 2021 (the "C Share Scheme") similarly followed by a share consolidation. The B and C Share Schemes together increase the amount of capital being returned to shareholders by £455 million during the Shareholder Return Programme through to September 2025.
Proposed Remuneration Policy amendments
In its announcement on 22 January 2020, Berkeley also stated a consultation process would be undertaken to ensure Berkeley's Remuneration Policy remains closely aligned with Berkeley's strategy. Proposed amendments to the Remuneration Policy are set out in detail in the Circular.
Publication of Circular
The B and C Share Schemes and their respective share consolidations, alongside the proposed amendments to the Remuneration policy are subject to approval by Berkeley's shareholders at a general meeting (the "General Meeting") on Wednesday 18 March 2020. Accordingly, Berkeley has today published a circular containing these proposed resolutions and notice of general meeting (the "Circular"). The Circular will shortly be posted to shareholders and will be uploaded to https://www.berkeleygroup.co.uk/about-us/investor-information/corporate-governance.
Expected timetable
The record time for entitlement to the B Shares and the Share Consolidation will be 6.00 p.m. on Wednesday 18 March 2020. Subject to the receipt of the requisite shareholder approvals at the General Meeting, the B shares are expected to be issued at 8.00 a.m. on Thursday 19 March 2020 and the offer by UBS to purchase the B Shares is expected to be made at 8.00 a.m. on Friday 20 March 2020, with the despatch of payments and the crediting of CREST accounts in respect of proceeds from the sale of the B Shares expected to occur on Tuesday 31 March 2020. A detailed timetable of principal events and the full terms and conditions of the B Share Scheme, the C Share Scheme and related share consolidations are set out in the Circular.
Enquiries
The Berkeley Group Holdings plc |
01932 868555 |
Richard Stearn |
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Novella Communications |
020 3151 7008 |
Tim Robertson |
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UBS AG London Branch |
020 7567 8000 |
John Woolland |
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Thomas Raynsford |
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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.
LEI: 2138009OQSSLVVHQAL78
