TIDMCSP
RNS Number : 0371G
Countryside Partnerships PLC
10 November 2022
Countryside Partnerships PLC
RNS Number : 0371G
10 November 2022
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
FOR IMMEDIATE RELEASE
10 November 2022
RECOMMED CASH AND SHARE COMBINATION
of
VISTRY GROUP PLC ("Vistry")
and
COUNTRYSIDE PARTNERSHIPS PLC ("Countryside")
COURT SANCTION OF SCHEME OF ARRANGEMENT
Countryside is pleased to announce that the High Court of
Justice in England and Wales has today sanctioned the scheme of
arrangement under Part 26 of the Companies Act 2006 (the Scheme) by
which the recommended cash and share combination of Countryside and
Vistry, pursuant to which Vistry will acquire the entire issued and
to be issued ordinary share capital of Countryside (the
Combination), is being implemented.
All Conditions to the Combination have now been satisfied or
waived other than delivery to the Registrar of Companies of England
and Wales of a copy of the Court Order, which is expected to occur
on 11 November 2022 and at which point the Scheme will become
Effective.
As set out in the Scheme Document, following the Scheme becoming
Effective, Scheme Shareholders on the register at the Scheme Record
Time, being 6.00 p.m. today, 10 November 2022, will receive 0.255
of a New Vistry Share and 60 pence in cash for each Scheme Share
held, subject to any adjustments to such consideration resulting
from valid Elections made under the Mix and Match Facility . As set
out in the Scheme Document, the deadline for receipt of valid
Elections under the Mix and Match Facility was 1.00 p.m. today 10
November 2022. An announcement concerning the extent to which
elections under the Mix and Match Facility will be satisfied is
expected to be made on 14 November 2022.
Applications have been made to the FCA and the London Stock
Exchange (the LSE) in relation to the cancellation of (i) the
admission of Countryside Shares to the premium listing segment of
the Official List and (ii) the admission to trading of the
Countryside Shares on Main Market of the LSE for listed
securities.
The last day for dealing in, and for registration of transfers
of, Countryside Shares is today. Trading in Countryside Shares on
the main market of the LSE will be suspended with effect from 4.30
p.m. today. No transfers of Countryside Shares will be registered
after 6.00 p.m. today.
It is expected that, subject to the Scheme becoming Effective on
11 November 2022, the listing of Countryside Shares on the premium
listing segment of the Official List and trading in Countryside
Shares on the Main Market of the LSE will be cancelled with effect
from 8.00 a.m. on 14 November 2022.
All references to times in this announcement are to London
time.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the scheme document
published by Countryside on 7 October 2022 in connection with the
Scheme (the Scheme Document).
Enquiries:
+44 0 20 7739
Countryside Partnerships PLC 8200
Tim Lawlor, Chief Financial Officer
N.M. Rothschild & Sons Limited +44 0 20 7280
(Lead financial adviser to Countryside) 5000
Alex Midgen
Peter Everest
Nikhil Walia
Jake Shackleford
Barclays Bank PLC
(Joint financial adviser and joint corporate
broker to Countryside) +44 20 7623 2323
Robert Mayhew
Richard Bassingthwaighte
Numis Securities Limited (Joint financial +44 20 7620
adviser and joint corporate broker to Countryside) 1288
Heraclis Economides
Oliver Hardy
Norton Rose Fulbright LLP is legal adviser to Countryside.
Further Information
This announcement does not constitute a prospectus or prospectus
exempted document. The New Vistry Shares are not being offered to
the public by means of this announcement.
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 Code (as defined below) 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 and regulations of jurisdictions outside England and
Wales.
Countryside's Legal Entity Identifier is
213800J3U1EMU8XMB493.
Overseas shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Vistry or required by the Code,
and permitted by applicable law and regulation, the Combination
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Combination by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Combination are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Combination
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Combination to Countryside Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
The New Vistry Shares may not be offered, sold or delivered,
directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any
Restricted Overseas Persons except pursuant to an applicable
exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
Additional information for US investors
The Combination relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Combination is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disproved or passed
judgement upon the fairness or the merits of the Combination or
determined if this announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the
United States.
However, if Vistry were to elect to implement the Combination by
means of a Takeover Offer, such Takeover Offer shall be made in
compliance with all applicable United States laws and regulations,
including any applicable exemptions under the US Exchange Act. Such
a Takeover Offer would be made in the United States by Vistry and
no one else.
In the event that the Combination is implemented by way of
Takeover Offer, in accordance with normal United Kingdom practice
and pursuant to Rule 14e-15(b) of the US Exchange Act, Vistry or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Countryside outside the United States, other
than pursuant to such Takeover Offer, during the period in which
such Takeover Offer would remain open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases or arrangements to purchase shall be disclosed
as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
its Countryside Shares pursuant to the Scheme shall be a taxable
transaction for United States federal income tax purposes. Each
Countryside Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Combination applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to Countryside included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of United States companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The New Vistry Shares issued pursuant to the Scheme will not be
registered under any United States state securities laws and may
only be issued to persons resident in a state pursuant to an
exemption from the registration requirements of the securities laws
of such state.
For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Countryside will advise
the Court that its sanctioning of the Scheme will be relied on by
Vistry as an approval of the Scheme following a hearing on its
fairness to Countryside Shareholders, at which Court hearing all
Countryside Shareholders are entitled to attend in person or
through counsel to support or oppose the sanctioning of the Scheme
and with respect to which notification will be given to all such
holders.
Vistry and Countryside are organised under the laws of England
and Wales. Some or all of the officers and directors of Vistry and
Countryside, respectively, are residents of countries other than
the United States. In addition, most of the assets of Vistry and
Countryside are located outside the United States. As a result, it
may be difficult for United States shareholders of Countryside to
effect service of process within the United States upon Vistry or
Countryside or their respective officers or directors or to enforce
against them a judgement of a United States court predicated upon
the federal or state securities laws of the United States.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Vistry's and Countryside's websites at
www.vistrygroup.co.uk/investor-centre/Countryside-offer and
www.countrysidepartnerships.com , respectively, by no later than 12
noon (London time) on the business day following this announcement.
For the avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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END
SOAEASFEFAXAFFA
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