Berkeley Group Holdings PLC

AGM Information • Sep 3, 2021

National Storage Mechanism | Additional information

RNS Number : 7220K

Berkeley Group Holdings (The) PLC

03 September 2021

3 September 2021

The Berkeley Group Holdings plc

(the "Company")

2021 Annual General Meeting ("AGM")

Results of AGM, Return of Cash and Share Consolidation

Shareholders are informed that the results of the poll on the resolutions put before the AGM of the Company held on 3 September 2021 are:

Resolution	Votes FOR1	%	Votes AGAINST	%	Total Votes Validly Cast (excluding withheld)	% of ISC Voted	Withheld Votes2
1	84,541,803	99.97%	22,791	0.03%	84,564,594	69.49%	1,536,512
2	79,431,552	92.51%	6,432,360	7.49%	85,863,912	70.56%	302,252
3	74,526,071	87.18%	10,958,520	12.82%	85,484,591	70.24%	551,456
4	85,178,018	99.13%	746,402	0.87%	85,924,420	70.61%	176,686
5	85,830,660	99.71%	253,235	0.29%	86,083,895	70.74%	17,211
6	85,196,740	98.97%	887,193	1.03%	86,083,933	70.74%	17,173
7	84,569,100	98.24%	1,514,795	1.76%	86,083,895	70.74%	17,211
8	85,310,531	99.10%	773,364	0.90%	86,083,895	70.74%	17,211
9	85,310,390	99.10%	773,505	0.90%	86,083,895	70.74%	17,211
10	85,314,176	99.11%	769,719	0.89%	86,083,895	70.74%	17,211
11	85,314,293	99.11%	769,494	0.89%	86,083,787	70.74%	17,319
12	82,780,412	96.16%	3,303,375	3.84%	86,083,787	70.74%	17,319
13	85,871,680	99.75%	212,138	0.25%	86,083,818	70.74%	17,288
14	85,920,869	99.81%	162,949	0.19%	86,083,818	70.74%	17,288
15	84,779,754	98.49%	1,304,033	1.51%	86,083,787	70.74%	17,319
16	85,877,998	99.76%	205,928	0.24%	86,083,926	70.74%	17,180
17	85,718,916	99.58%	364,979	0.42%	86,083,895	70.74%	17,211
18	85,887,854	99.77%	195,897	0.23%	86,083,751	70.74%	17,355
19	86,044,081	99.96%	32,071	0.04%	86,076,152	70.73%	16,892
20	77,961,243	90.58%	8,110,808	9.42%	86,072,051	70.73%	20,993
21*	85,869,679	99.76%	202,547	0.24%	86,072,226	70.73%	20,818
22*	80,127,730	93.09%	5,944,496	6.91%	86,072,226	70.73%	20,818
23*	85,535,159	99.45%	475,126	0.55%	86,010,285	70.68%	82,759
24	85,451,008	99.28%	620,325	0.72%	86,071,333	70.73%	20,631
25*	74,826,536	86.93%	11,249,182	13.07%	86,075,718	70.73%	17,326
26*	86,045,985	99.97%	25,469	0.03%	86,071,454	70.73%	21,590
27	86,045,397	99.97%	26,212	0.03%	86,071,609	70.73%	21,435
28	85,909,226	99.81%	162,383	0.19%	86,071,609	70.73%	21,435

Notes:

*Special resolution

1.         The votes "for" include those votes giving discretion to the Chairman.

2.         A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

3.         The number of Existing Ordinary Shares in issue is 121,696,046 (excluding shares held in Treasury).  

5.         Copies of the resolutions passed will shortly be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  The full text of the resolutions can be found in the 2021 AGM Notice which can be located in the Investor Information section of the Company's website at the following location: www.berkeleygroup.co.uk/investor-information.

Return of Cash

Further to the 2021 AGM Notice, and the 2021 AGM held today, resolutions 26, 27 and 28 were passed by the requisite majority on a poll.

Accordingly, Berkeley announces that the B Shares will be issued on 6 September 2021 in accordance with the B Share Scheme, as detailed in the shareholder circular at Appendix 2 of the 2021 AGM Notice (the "Circular"). The record time for entitlement to the B Shares is 6.00 pm today, 3 September 2021.

A further announcement will be made on 6 September 2021 regarding the issue of the B Shares.

Share Consolidation

The Share Consolidation in relation to the B Share Scheme, as explained in the Circular, will replace every 100 Existing Ordinary Shares with 92.35 New Ordinary Shares. Applications have been made to the FCA to amend the Official List and to the LSE for an amendment to trading to reflect the Share Consolidation. It is expected that the New Ordinary Shares will commence trading on the LSE at 8.00 a.m. on Monday 6 September 2021. The New Ordinary Shares will have an ISIN of GB00BLJNXL82 and a SEDOL of BLJNXL8.

Following the Share Consolidation there will be 122,120,562 New Ordinary Shares in issue, including 9,734,264 New Ordinary Shares in treasury, with a nominal value of 5.4141 pence per share.

Enquiries

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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.berkeleygroup.co.uk/investor-information/corporate-governance. 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGLJMTTMTMMBPB