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RNS Number : 6187Y
Bovis Homes Group PLC
03 January 2020
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.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
3 January 2020
For immediate release
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 high-growth, more resilient partnerships
market. Within the enlarged business, our commitment to ensuring
the highest levels of build quality and customer satisfaction will
remain central to everything we do.
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 dual-branding.
Bonus Issue
The 5,665,723 ordinary shares of GBP0.50 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 GBP0.50 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
Earl Sibley, Group Finance Director
Susie Bell, Head of Investor Relations 01732 280 272
Lazard & Co., Limited (Sponsor and Joint Financial
Adviser to Bovis Homes)
William Rucker
Vasco Litchfield
Patrick Long
Louise Campbell 020 7187 2000
Numis Securities Limited (Joint Financial Adviser,
Sole Bookrunner and Sole Broker to Bovis Homes)
Heraclis Economides
Richard Thomas
Ben Stoop
Alasdair Abram 020 7260 1000
Powerscourt (PR Adviser to Bovis Homes)
Justin Griffiths
Nick Dibden
Victoria Heslop 020 7250 1446
Linklaters LLP is retained as legal adviser to Bovis Homes.
IMPORTANT NOTICE
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.
FORWARD-LOOKING STATEMENTS
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
forward-looking 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.
OVERSEAS SHAREHOLDERS
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.
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.
END
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