THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Bovis Homes Group PLC
Completion of Acquisition of the Linden Homes and Partnerships & Regeneration businesses of Galliford Try plc, Change of Name, Bonus Issue and Consideration Shares Issue
Completion of Acquisition
Bovis Homes Group PLC ("Bovis Homes" or "the Company") is pleased to announce that it has completed the acquisition of Galliford Try plc's ("Galliford Try") Linden Homes and Partnerships & Regeneration businesses (the "Target Businesses") (the "Acquisition").
Greg Fitzgerald, CEO of Bovis Homes, said:
"I am delighted that we have completed the exciting and transformational acquisition of the Linden Homes and Partnerships & Regeneration businesses of Galliford Try plc.
The combination of these businesses with Bovis Homes creates a top five housebuilder in the UK with the capacity to deliver over 12,000 homes per year in the medium term. It also gives us a leading position in the
We would like to thank all shareholders for their engagement in this process and look forward to delivering the clear strategic and financial benefits of this combination.
Finally, I would like to extend a very warm welcome to all our new colleagues and thank everyone collectively for their continued hard work and focus on our customers during this busy period."
Bovis Homes is also pleased to announce that, with effect from completion, Graham Prothero, who was the Chief Executive Officer of Galliford Try, has been appointed as Chief Operating Officer of the Company. Biographical details of Graham Prothero and details of his other appointments are contained in the Prospectus published in connection with the Acquisition on 7 November 2019.
Change of name
It was announced on 7 November 2019 that the Company would assume a new corporate name as part of the integration process of the Target Businesses. The Company is pleased to announce that it will today make an application to the Registrar of Companies to change its name to Vistry Group PLC. This new corporate name will be used for both the enlarged Group's housebuilding and partnerships businesses. The enlarged housebuilding business will operate with both the Bovis Homes and Linden Homes brands, maximising the opportunities from
The 5,665,723 ordinary shares of £0.50 each to be issued to shareholders on the Company's register of members as at 6.00 p.m. on 2 January 2020 pursuant to the bonus issue announced on 7 November 2019 (the "Bonus Issue") are expected to be admitted to the premium listing segment of the Official List maintained by the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 3 January 2020.
Consideration Shares Issue
The 63,739,385 new ordinary shares of £0.50 each issued to the shareholders of Galliford Try in part consideration for the Acquisition (the "Consideration Shares") are expected to be admitted to the premium listing segment of the Official List maintained by the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 3 January 2020. Recipients of Consideration Shares are not entitled to shares under the Bonus Issue.
In accordance with the FCA Disclosure Guidance and Transparency Rules ("DTR"), subsequent to the Consideration Shares Issue and Bonus Issue, the Company's issued share capital consists of 217,742,860 ordinary shares. There are no ordinary shares held in treasury. Therefore, the total number of voting rights in the Company is 217,742,860.
This figure, 217,742,860, may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the DTR.
For further information please contact:
Bovis Homes Group PLC
Lazard & Co., Limited (Sponsor and Joint Financial Adviser to Bovis Homes)
020 7187 2000
Numis Securities Limited (Joint Financial Adviser, Sole Bookrunner and Sole Broker to Bovis Homes)
020 7260 1000
Powerscourt (PR Adviser to Bovis Homes)
020 7250 1446
Linklaters LLP is retained as legal adviser to Bovis Homes.
IMPORTANT NOTICE RELATED TO FINANCIAL ADVISERS
Lazard & Co., Limited ("Lazard") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Numis Securities Limited ("Numis") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Lazard and Numis are acting exclusively for the Company and are acting for no one else in connection with the Acquisition. They will not regard any other person as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Acquisition or any other matter, transaction or arrangement referred to in this Announcement.
Lazard, Numis and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to the Company and its affiliates, for which they received customary fees. Lazard, Numis and their respective affiliates may provide such services to Bovis Homes and its affiliates in the future.
Shareholders and prospective investors in the Shares (including the Consideration Shares) will be deemed to have acknowledged that they have not relied on Lazard, Numis or any person affiliated with them in connection with any investigation of the accuracy of any information contained in this Announcement for their investment decision.
Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard and Numis by the FSMA or the regulatory regime established thereunder, neither Lazard nor Numis nor any of their respective affiliates accept any responsibility or liability whatsoever for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Group, the Enlarged Group, the Acquisition, Admission or the Consideration Shares, and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether or not to the past or future. Lazard, Numis and their respective affiliates accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect and whether arising in tort, contract, under statute or otherwise (save as referred to above)) which it might otherwise have in respect of this Announcement or any such statement.
This Announcement may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Group's, Target Businesses' or the Enlarged Group's business, financial condition and results of operations. These forwardlooking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other various or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements are made by the Directors in good faith based on the information available to them at the date of this Announcement and reflect the Directors' beliefs and expectations. By their nature, these statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, developments in the global economy, changes in regulation and government policies, spending and procurement methodologies, currency fluctuations, a failure in the Group's, Target Businesses' or the Enlarged Group's health, safety or environmental policies and other factors discussed in the Prospectus and the Circular.
No representation or warranty is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this Announcement speak only as of their respective dates, reflect the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's, Target Businesses' or the Enlarged Group's operations and growth strategy. You should specifically consider the factors identified in this Announcement which could cause actual results to differ before making any decision in relation to the Acquisition. Subject to the requirements of the FCA, the London Stock Exchange, the Listing Rules and the Disclosure Guidance and Transparency Rules (and/or any regulatory requirements) or applicable law, the Company, Lazard and Numis explicitly disclaim any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this Announcement.
No statement in this Announcement (including any statement of estimated cost savings or synergies) is or is intended to be a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings of the Group or the Target Businesses, as appropriate, for the current or future financial years will necessarily match or exceed the historical or published earnings or earnings per share or dividend per share for the Group or the Target Businesses, as appropriate.
Any information contained in this Announcement on the price at which shares or other securities in the Company have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.
This Announcement is for information purposes only and is not intended to and does not constitute or form part of any offer, invitation or solicitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue of any securities, in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The Consideration Shares have not been, and will not be, registered under the applicable securities laws of any jurisdiction outside the United Kingdom. Accordingly, the Consideration 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 otherwise permitted under 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 Consideration Shares.
No action has been taken by the Company or the Banks to obtain any approval, authorisation or exemption to permit the allotment or issue of the Consideration Shares or the possession or distribution of this Announcement (or any other publicity material relating to the Consideration Shares) in any jurisdiction other than the United Kingdom.
ADDITIONAL INFORMATION FOR US SHAREHOLDERS
The Shares have not been, and the Consideration Shares 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 Consideration Shares to be issued to New Topco Shareholders pursuant to the Acquisition will be issued in reliance upon an exemption from the registration requirements of the US Securities Act afforded by section 3(a)(10) thereof and exemptions from registration and qualification under applicable state securities laws.
The Shares have not been, and the Consideration Shares will not be, 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 Consideration Shares or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
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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