AGM Information • Jun 18, 2020
AGM Information
Open in ViewerOpens in native device viewer
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom.
If you sell, transfer, have sold or otherwise have transferred all of your Shares, please send this document, together with the accompanying documents (except the personalised Form of Proxy), at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted, in whole or in part, in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell, transfer, have sold or otherwise have transferred part only of your holding of Shares, please retain this document and the accompanying documents and contact immediately the bank, stockbroker or other agent through whom the sale or transfer was effected.
The release, publication or distribution of this document and any accompanying documents (in whole or in part) in, into or from jurisdictions other than the United Kingdom, and the allotment and issue of the Bonus Issue Shares in jurisdictions other than the United Kingdom, may be restricted by the laws of those jurisdictions and therefore persons outside the United Kingdom into whose possession this document and/or any accompanying document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
(a public limited company incorporated in England and Wales with registered number 00306718)
Proposed Bonus Issue of Shares Circular to Shareholders and Notice of General Meeting
This document should be read as a whole and in conjunction with the Form of Proxy. Neither this document nor any of the accompanying documents constitute or are intended to constitute or form part of any offer, invitation or solicitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue any securities, or the solicitation of any vote or approval in connection with the Bonus Issue or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus.
Your attention is drawn to the letter from the Chairman of Vistry Group PLC in Part I – "Letter from the Chairman" which contains the unanimous recommendation of the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. Please read the whole of this document. You should not rely solely on the information included or summarised in this document.
Notice of a General Meeting of Vistry Group PLC to be held at the Company's Head Office at 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY at 12.00 noon on 14 July 2020 (or any adjournment thereof) is set out at the end of this document.
In view of the restrictions introduced by the UK Government in response to COVID-19, in particular current UK Government prohibitions on public gatherings and guidance on social distancing, it is intended that the General Meeting will be held with the minimum number of attendees to satisfy the requirements for a quorate meeting. The health and wellbeing of our Shareholders is of the utmost importance to Vistry Group. Shareholders are asked not to attend the General Meeting in person and, in the interests of safety, any attempted entry to the meeting will be refused. Shareholders are strongly encouraged instead to appoint the Chairman of the meeting as their proxy and provide voting instructions to the proxy in advance of the General Meeting. Further information is provided in paragraph 5 of Part I - "Letter from the Chairman" of this document.
The UK Government is likely to change current restrictions and/or implement further measures relating to the holding of general meetings during the affected period. Vistry Group continues to closely monitor the situation and any necessary changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting through the Company's website at https://www.vistrygroup.co.uk/2020 and, where appropriate, by RIS announcement.
You are asked to complete, sign and return the Form of Proxy that accompanies this document (or appoint a proxy electronically, as referred to in this document) in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by the Registrar not later than 12.00 noon on 10 July 2020 (or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting). If you hold Shares in CREST, you may appoint a proxy through the CREST electronic proxy appointment service. Details of the CREST electronic appointment method are found in Notes 10 to 13 of the Notice of General Meeting set out at the end of this document.
If you have any questions about this document or the General Meeting, or are in any doubt how to complete the Form of Proxy, please call Computershare between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0370 889 3236 from within the UK or on +44(0) 370 889 3236 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Computershare cannot provide legal, tax or financial advice or advice on the merits of the Bonus Issue.
Application will be made by the Company to the FCA for the Bonus Issue Shares to be admitted to the premium-listing segment of the Official List and to the London Stock Exchange for the Bonus Issue Shares to be admitted to trading on its Main Market for listed securities. Following Admission, the Bonus Issue Shares will be issued as fully paid and will rank pari passu in all respects with the Shares in issue at the time the Bonus Issue Shares are issued, including the right to receive and retain in full all dividends or other distributions made, paid or declared in respect of the Shares by reference to a record date falling after the date of issue of the Bonus Issue Shares. No application has been made or is currently intended to be made by the Company for the Bonus Issue Shares to be admitted to listing or trading on any other exchange.
The contents of this document are not to be construed as legal, business or tax advice. Recipients of this document should consult their own lawyer, financial adviser or tax adviser for legal, financial or tax advice, as appropriate.
Certain terms used in this document are defined in Part III – "Definitions and Glossary" of this document.
The Bonus Issue Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
The Bonus Issue Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Bonus Issue Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
The Bonus Issue Shares have not been, and will not be, registered under the applicable securities laws of any jurisdiction outside the United Kingdom. Accordingly, the Bonus Issue Shares may not be offered, sold, delivered or otherwise transferred, directly or indirectly, in, into or from any such jurisdiction, or to, or for, the account or benefit of citizens or residents of any such jurisdiction, except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions or as otherwise permitted under the applicable securities laws of those jurisdictions. Shareholders outside the United Kingdom are required by the Company to inform themselves about and observe any restrictions on the offer, sale or transfer of the Bonus Issue Shares.
No action has been taken by the Company to obtain any approval, authorisation or exemption to permit the allotment or issue of the Bonus Issue Shares or the possession or distribution of this document (or any other publicity material relating to the Bonus Issue Shares) in any jurisdiction other than the United Kingdom.
Unless otherwise determined by the Company or required by and permitted by applicable law and regulation, the Bonus Issue will not be implemented and documentation relating to the Bonus Issue shall not be made available, directly or indirectly, in, into or from an excluded territory where to do so would violate the laws of that jurisdiction (an "Excluded Territory") and no person may vote their Shares with respect to the Bonus Issue at the General Meeting, or execute and deliver the Form of Proxy appointing another to vote at the General Meeting on their behalf, by any use, means, instrumentality or form within an Excluded Territory or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Excluded Territory and persons with access to this document and any other documents relating to the Bonus Issue (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Excluded Territory. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements.
It is the responsibility of each person into whose possession this document comes to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection with the distribution of this document and the issuance of the Bonus Issue Shares and to obtain any governmental, exchange control or other consents which may be required, to comply with other formalities which are required to be observed and to pay any issue, transfer or other taxes due in such jurisdiction. To the fullest extent permitted by applicable law, the Company, the Board and all other persons involved in the Bonus Issue disclaim any responsibility or liability for the failure to satisfy any such laws, regulations or requirements by any person.
This document has not been examined or approved by the FCA.
This document is dated 18 June 2020.
| Page | ||
|---|---|---|
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 1 | |
| INDICATIVE STATISTICS | 2 | |
| PART I | LETTER FROM THE CHAIRMAN | 3 |
| PART II | ADDITIONAL INFORMATION | 7 |
| PART III | DEFINITIONS AND GLOSSARY | 8 |
| NOTICE OF GENERAL MEETING | 10 |
The dates and times given in the table below in connection with the Bonus Issue are indicative only and are based on the Company's current expectations and are subject to change. If any dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service. All times shown are London times unless otherwise stated.
| EVENT | TIME AND/OR DATE | |||
|---|---|---|---|---|
| Ex-dividend date for the Bonus Issue Shares 8.00 a.m. on 24 December 2019 | ||||
| Bonus Issue Record Time 6.00 p.m. on 27 December 2019 | ||||
| Announcement of the Bonus Issue 15 May 2020 | ||||
| Publication of this Circular, the Notice of General Meeting and the Form of Proxy 18 June 2020 |
||||
| Latest time and date for receipt of the Form of Proxy (or appointing a proxy electronically or submitting a proxy via CREST) for the General Meeting 12.00 noon on 10 July 2020 |
||||
| Voting Record Time(1) 10.00 p.m. on 10 July 2020 | ||||
| General Meeting 12.00 noon on 14 July 2020 | ||||
| Admission and commencement of dealings in the Bonus Issue Shares on the premium segment of the Official List and the Main Market of the London Stock Exchange by 8.00 a.m. on 15 July 2020 |
||||
| CREST accounts of Shareholders holding in uncertificated form credited with the Bonus Issue Shares on or soon after 8.00 a.m. on 15 July 2020 |
||||
| Despatch of share certificates for the Bonus Issue Shares to Shareholders holding in certificated form within 14 days of Admission |
||||
| CREST accounts credited with any cash due in relation to the sale of fractional entitlements within 14 days of Admission |
||||
| Despatch of cheques for any cash in relation to the sale of fractional entitlements within 14 days of Admission |
(2) All events in the above timetable following the holding of the General Meeting are conditional on the passing of the Resolutions at such meeting.
(1) Entitlement to vote at the General Meeting by appointing a proxy, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company's register of members at 10.00 p.m. on 10 July 2020 or, if the meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting (as the case may be). In each case, changes to the register of members after the relevant deadline shall be disregarded.
| Number of Shares in issue at the Latest Practicable Date(1) 217,796,690 | |
|---|---|
| Number of Bonus Issue Shares to be issued(2) 4,369,992 | |
| Number of Shares in issue immediately following | |
| the Bonus Issue (the "Enlarged Issued Share | |
| Capital")(3) 222,166,682 |
Notes:
(1) Number of Shares in issue as at 17 June 2020, being the latest practicable date prior to the publication of this document (the "Latest Practicable Date"). Vistry Group does not hold any Shares in treasury as at the date of this document.
(2) Number of Bonus Issue Shares to be issued to Qualifying Shareholders, based on a return of capital amount of £60 million at a Share price of £13.73 (and issued share capital of 148,337,752) calculated as at 27 December 2019.
(3) Maximum number of Shares assuming the maximum number of Bonus Issue Shares is issued and assuming that no new Shares are issued as a result of the exercise of any options between the Latest Practicable Date and Admission.
(incorporated in England and Wales with registered number 00306718)
Ian Tyler (Chairman) Ralph Findlay (Independent Non-executive Director and Senior Independent Director) Chris Browne (Independent Non-executive Director) Nigel Keen (Independent Non-executive Director) Katherine Innes Ker (Independent Non-executive Director) Mike Stansfield (Independent Non-executive Director) Greg Fitzgerald (Chief Executive) Earl Sibley (Chief Financial Officer) Graham Prothero (Chief Operating Officer)
Registered office:
11 Tower View Kings Hill West Malling, Kent United Kingdom ME19 4UY
18 June 2020
Dear Shareholder,
I am writing to you to: (i) explain the background to and reasons for the Bonus Issue; (ii) explain why the Board unanimously considers the Bonus Issue to be in the best interests of the Shareholders as a whole; and (iii) recommend that you vote in favour of the Resolutions to be proposed at the General Meeting.
Details of the actions Shareholders should take, and the recommendation of the Board, are set out in paragraphs 6 and 8, respectively, of this letter.
The Company's intention was to pay a cash dividend to Shareholders on the register as at 6.00 p.m. on 27 December 2019 by way of second interim dividend payment of 41.0 pence per Share totalling £60 million, expected to be paid on 29 May 2020 (the "Second Interim Dividend").
As set out in the Company's announcement dated 15 May 2020, the Company is taking measures to mitigate the impact of COVID-19 on its business and proposes that rather than pay the expected Second Interim Dividend, it will return value by way of a bonus issue through the issue of 4,369,992 Shares valued at £60 million based on a share price of £13.73, being the closing Share price of the Company on 27 December 2019 (the "Bonus Issue" and the "Bonus Issue Shares") to Shareholders on the Company's register of members as at 6.00 p.m. on 27 December 2019 (the "Qualifying Shareholders") (the "Bonus Issue Record Time") and the ex-dividend date of 8.00 a.m. on 24 December 2019 will remain unchanged.
The Company is expected to capitalise a sum of £2,184,996 from its retained profits to pay up in full 4,369,992 Shares. The Qualifying Shareholders are expected to receive:
The Bonus Issue Shares will be issued to Qualifying Shareholders in lieu of the expected Second Interim Dividend.
Applications will be made to the FCA and to the London Stock Exchange for Admission of the Bonus Issue Shares. It is currently expected that Admission of the Bonus Issue Shares will become effective at 8.00 a.m. on 15 July 2020.
Following Admission, the Bonus Issue Shares will be issued as fully paid and will rank pari passu in all respects with the Shares in issue at the time the Bonus Issue Shares are issued, including the right to receive and retain in full all dividends or other distributions made, paid or declared in respect of the Shares by reference to a record date falling after the date of issue of the Bonus Issue Shares. The Bonus Issue Shares will be issued in registerable form and will be capable of being held in certificated and uncertificated form.
The fractional entitlements of Qualifying Shareholders at Admission to the Bonus Issue Shares shall be aggregated and Vistry Group shall procure that the maximum whole number of Bonus Issue Shares resulting therefrom shall be allotted and issued to a person appointed by Vistry Group to hold such Bonus Issue Shares on behalf of the relevant Shareholders. Vistry Group shall procure that such Bonus Issue Shares are sold in the market as soon as practicable after Admission and that the net proceeds of sale (after the deduction of all commissions and expenses incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid in due proportion to the Qualifying Shareholders (rounded down to the nearest penny), by way of cheque or credit to the relevant CREST account. However, fractional entitlements to amounts (after the deduction of all commissions and expenses incurred in connection with such sale, including any value added tax payable on the proceeds of sale) of £5.00 or less shall not be paid to the Qualifying Shareholders who would otherwise be entitled to them under the Bonus Issue due to the administrative costs incurred in doing so, but shall be retained for the benefit of Vistry Group.
The Bonus Issue is conditional upon, amongst other things, Shareholders' approval being obtained at the General Meeting. The Resolutions to be proposed at the General Meeting authorise:
Accordingly, you will find set out at the end of this document at pages 10 to 12 a notice convening a General Meeting to be held at the Company's Head Office at 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY at 12.00 noon on 14 July 2020 (or any adjournment thereof) and the full text of the Resolutions and other matters. The purpose of the General Meeting is to seek Shareholders' approval for the Resolutions.
The Company is closely monitoring developments relating to the current outbreak of COVID-19, including the related public health guidance and legislation issued by the UK Government.
Given the current UK Government prohibitions on public gatherings and guidance on social distancing, it will not be possible for Shareholders to attend the General Meeting in person and, in the interests of safety, any attempted entry to the meeting will be refused.
As a result, the General Meeting will be primarily functional in format with only a small number of Directors and/or other employee Shareholders attending to satisfy the minimum quorum requirements.
Although Shareholders will not be permitted to attend the General Meeting in person, the Resolutions will be voted on in accordance with the proxy votes received from the Shareholders. Shareholders are strongly encouraged to appoint the Chairman of the meeting as their proxy and provide voting instructions to the proxy in advance of the General Meeting. Details on how to submit your proxy vote by post, online or through CREST are set out below and in the notes to the Notice of General Meeting.
Your views are important to us and to ensure that engagement can continue, Shareholders are invited to submit any questions to the Board by email to [email protected] or by post to the Group Company Secretary at 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY by 12.00 noon on 13 July 2020. We will consider all questions received and provide a written response. We will also provide a Q&A on our website in advance of the General Meeting. Questions may not be answered where (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on our website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company that the question be answered.
The UK Government is likely to change current restrictions and/or implement further measures relating to the holding of general meetings during the affected period. Vistry Group continues to closely monitor the situation and any necessary changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting through the Company's website at https://www.vistrygroup.co.uk/2020 and, where appropriate, by RIS announcement.
The Qualifying Shareholders will not need to make any payment for the Bonus Issue Shares allocated to them. Vistry Group is seeking approval of the Bonus Issue and the Resolutions at the General Meeting. Your support is important to us. Please vote on the Resolutions. As mentioned above, please read the notes to the Notice of General Meeting attached at pages 11 to 12 of this document for an explanation of how to appoint a proxy to attend and vote on your behalf.
You will find enclosed a Form of Proxy for the General Meeting. You are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 12.00 noon on 10 July 2020 (or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting).
Alternatively, you may wish to register your proxy vote online; to do so, visit www.investorcentre. co.uk/eproxy where details of the procedure are shown. The Control Number, Shareholder Reference Number and PIN shown on the Form of Proxy will be required to complete the procedure. Details of the process for registering online are also set out in the Form of Proxy. The deadline for receipt of electronic proxies is 12.00 noon on 10 July 2020.
If you hold your Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction form so that it is received by Computershare (under CREST participant ID 3RA50) by no later than 12.00 noon on 10 July 2020. The time of receipt will be taken to be the time from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. If a Qualifying Shareholder believes they have a market claim they will need to contact their counterparty and settle bi-laterally.
If you have any questions about this document or the General Meeting, or are in any doubt as to how to complete the Form of Proxy, please call Computershare between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0370 889 3236 from within the UK or on +44(0) 370 889 3236 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Computershare cannot provide legal, tax or financial advice or advice on the merits of the Bonus Issue.
Your attention is drawn to the additional information set out in Part II - "Additional Information" of this document. You are advised to read the whole of this document and not just rely on the key summarised information in this letter.
The Board believes the Bonus Issue is in the best interests of the Company and the Shareholders as a whole and recommends unanimously that Shareholders vote in favour of the Resolutions at the General Meeting, as the Directors intend to do in respect of their own benefi cial holdings of 605,652 Shares, representing approximately 0.28 per cent. of the Company's existing ordinary share capital at the Latest Practicable Date.
Yours faithfully
Ian Tyler Chairman
A copy of this document is and will be available for inspection on the Company's website at https://www.vistrygroup.co.uk/2020 from the time this document is published. For the avoidance of doubt, the content of any website referred to in this document is not incorporated into and does not form part of this document.
If you have received this document in electronic form, you may request a hard copy of this document by contacting the Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or, between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding English and Welsh public holidays), on 0370 889 3236 from within the UK or on +44(0) 370 889 3236 if calling from outside the UK, with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes).
Certain financial data has been rounded and, as a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.
References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.
The following definitions apply throughout this document, unless stated otherwise:
| "Admission" | the admission of the Bonus Issue Shares to listing on the premium listing segment of the UK Official List in accordance with the UK Listing Rules and to trading on the Main Market in accordance with the UK Admission and Disclosure Standards; |
|---|---|
| "Bonus Issue" | up to £60 million (based on a Share price of £13.73 as at 27 December 2019) of capital of the Company expected to be returned to the Qualifying Shareholders by issuing the Bonus Issue Shares at Admission; |
| "Bonus Issue Record Time" | 6.00 p.m. on 27 December 2020; |
| "Bonus Issue Shares" | 4,369,992 Shares of £0.50 each in the capital of the Company; |
| "Business Day" | a day, other than a Saturday or a Sunday or public holiday or bank holiday, on which banks are generally open for business in the City of London; |
| "Circular" or "this document" | this document published on 18 June 2020 as a circular prepared in accordance with the Listing Rules; |
| "CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such regulations) in accordance with which securities may be held and transferred in uncertificated form; |
| "CREST Manual" | the rules governing the operation of CREST as published by Euroclear; |
| "CREST member" | a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations); |
| "CREST Proxy Instruction" | an authenticated CREST message to appoint or instruct a proxy in accordance with Euroclear's specifications and the CREST Manual; |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended; |
| "Directors" or "Board" | the board comprising the executive directors and non-executive directors of the Company as at the date of this document; |
| "Enlarged Issued Share Capital" | the number of Shares in issue immediately following Admission; |
| "Euroclear" | Euroclear UK and Ireland Limited, incorporated in England and Wales with registered number 02878738; |
| "FCA" | the UK Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA; |
| "Form of Proxy" | the form of proxy accompanying this document for use by Shareholders in relation to the General Meeting; |
| "FSMA" | the Financial Services and Markets Act 2000, as amended; |
| "General Meeting" | the general meeting of the Company to be held at the Company's Head Office at 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY on 14 July 2020 at 12.00 noon (or any adjournment thereof), notice of which is set out at the end of this document; |
| "Latest Practicable Date" | 17 June 2020, being the latest practicable date before publication of this document; |
|---|---|
| "Listing Rules" | the listing rules and regulations made by the FCA under Part VI of the FSMA, as amended; |
| "Main Market" | the main market of the London Stock Exchange; |
| "Notice of General Meeting" | the notice set out at the end of this Circular giving Shareholders notice of the General Meeting; |
| "Official List" | the official list of the FCA; |
| "Qualifying Shareholders" | Shareholders who are on the register of members on the Bonus Issue Record Time; |
| "Registrar" or "Computershare" | Computershare Investor Services PLC, registrars to the Company; |
| "Regulatory Information Service" or "RIS" |
any of the services authorised by the FCA from time to time for the purpose of disseminating regulatory announcements; |
| "Resolutions" | the Shareholder ordinary resolutions of Vistry Group necessary to approve, effect and implement the Bonus Issue, including, without limitation, to: (i) authorise the Directors to capitalise a sum of up to £2,184,996 and apply such sums by way of a Bonus Issue to the Shareholders; and (ii) grant authority to the Directors to allot the Bonus Issue Shares (and any amendment(s) thereof); |
| "Second Interim Dividend" | the second interim dividend payment of 41.0 pence per Share totalling £60 million, which was previously intended to be paid on 29 May 2020 to Qualifying Shareholders; |
| "Shareholders" | the holders of the Shares in the capital of the Company; |
| "Shares" | the ordinary shares of £0.50 each in the capital of the Company; |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland; |
| "United States" or "US" | the United States of America, its territories and possessions, any state of the United States and the District of Columbia; |
| "US Securities Act" | the US Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended; |
| "Vistry Group" or "Company" | Vistry Group PLC, a public limited company incorporated in England and Wales with registered number 00306718, whose registered office is 11 Tower View, Kings Hill, West Malling, Kent, ME19 4UY, United Kingdom; and |
| "Voting Record Time" | 10 July 2020 at 10.00 p.m., or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting. |
All times referred to are London times.
All references to legislation in this document are to the legislation of England and Wales unless otherwise stated. Any reference to any provision of any legislation shall include any amendment, modification, reenactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Vistry Group PLC (the "Company") will be held at Company's Head Office at 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY on 14 July 2020 at 12.00 noon (or any adjournment thereof) for the purposes of considering and, if thought fit, passing the following ordinary resolutions of the Company (the "Resolutions").
By order of the Board
M T D Palmer Group Company Secretary
18 June 2020
11 Tower View Kings Hill West Malling, Kent United Kingdom ME19 4UY
Registered in England and Wales No. 00306718
5 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
14 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
15 Your views are important to us and to ensure that engagement can continue, shareholders are invited to submit any questions to the Board by email to [email protected] or by post to the Group Company Secretary at 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY by 12.00 noon on 13 July 2020. We will consider all questions received and provide a written response. We will also provide a Q&A on our website in advance of the General Meeting. Questions may not be answered where (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on our website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company that the question be answered.
16 A copy of this notice and other information required by section 311A of the Companies Act 2006 can be found at https://www.vistrygroup.co.uk/2020.
to communicate with the Company for any purposes other than those expressly stated.
18 As at the Latest Practicable Date, the Company had no shares held in treasury.
19 Your personal data includes all data provided by you, or on your behalf, which relates to you as a Shareholder, including your name and contact details, the votes you cast and your "Reference Number" (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.