REG - Countryside Ptnrshp - Cancellation of listing of Countryside shares

Rothschild & Co SCAAnnouncement

14/11/2022 09:15

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RNS Number : 2261G  Countryside Partnerships PLC  14 November 2022

Countryside Partnerships PLC

 

RNS Number: 2261G

14 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

14 November 2022

RECOMMENDED CASH AND SHARE COMBINATION

of

VISTRY GROUP PLC ("Vistry")

and

COUNTRYSIDE PARTNERSHIPS PLC ("Countryside")

CANCELLATION OF LISTING OF COUNTRYSIDE SHARES

Further to the announcement made by Countryside and Vistry on 11 November 2022
regarding the scheme of arrangement under Part 26 of the Companies Act 2006
(the Scheme) in relation to the Combination having become Effective,
Countryside announces that, following an application on behalf of Countryside,
the FCA has cancelled the admission of Countryside Shares to the premium
listing segment of the Official List and the London Stock Exchange has
cancelled the admission to trading of the Countryside Shares on the London
Stock Exchange's Main Market for listed securities, in each case, with effect
from 8.00 a.m. (London time) today, 14 November 2022.

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.

Enquiries:

 Countryside Partnerships PLC                                                  +44 0 20 7739 8200
 Tim Lawlor, Chief Financial Officer
 N.M. Rothschild & Sons Limited                                                +44 0 20 7280 5000

 (Lead financial adviser to Countryside)
 Alex Midgen
 Peter Everest

 Nikhil Walia

 Jake Shackleford
 Barclays Bank PLC                                                             +44 20 7623 2323

 (Joint financial adviser and joint corporate broker to Countryside)
 Robert Mayhew
 Richard Bassingthwaighte
 Numis Securities Limited (Joint financial adviser and joint corporate broker   +44 20 7620 1288
 to Countryside)
 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.

 

Other

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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