REG - Berkeley Group Hldgs - Result of AGM

Berkeley groupAnnouncement

06/09/2024 14:15

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RNS Number : 2881D  Berkeley Group Holdings (The) PLC  06 September 2024

 

6 September 2024

 

The Berkeley Group Holdings plc

(the "Company")

 

2024 Annual General Meeting ("AGM")

Results of AGM

 

Shareholders are informed that the results of the poll on the resolutions put
before the AGM of the Company held on 6 September 2024 are:

 

 Resolution Number  Resolution                                                                      Votes       %      Votes AGAINST  %     Total Votes Validly Cast (excluding withheld)  % of ISC Voted  Withheld Votes(2)

                                                                                                    FOR(1)
 1                  Accounts for the year ended 30 April 2024, together with the Reports of the     83,948,874  99.97  28,262         0.03  83,977,136                                     79.44%          2,335,301
                    Directors and Auditor thereon
 2                  To approve the Annual Report on Remuneration for the year ended 30 April 2024   79,765,047  92.49  6,474,255      7.51  86,239,302                                     81.58%          73,132
 3                  To re-elect M Dobson as a Director of the Company                               82,787,087  95.93  3,511,417      4.07  86,298,504                                     81.64%          13,931
 4                  To re-elect R Downey as a Director of the Company                               84,840,436  98.31  1,457,929      1.69  86,298,365                                     81.64%          14,071
 5                  To re-elect R C Perrins as a Director of the Company                            86,294,337  99.99  4,169          0.01  86,298,506                                     81.64%          13,931
 6                  To re-elect R J Stearn as a Director of the Company                             85,845,362  99.47  453,144        0.53  86,298,506                                     81.64%          13,931
 7                  To re-elect A Kemp as a Director of the Company                                 83,987,438  97.32  2,311,066      2.68  86,298,504                                     81.64%          13,931
 8                  To re-elect N Adams as a Director of the Company                                83,109,793  96.31  3,188,710      3.69  86,298,503                                     81.64%          13,931
 9                  To re-elect W Jackson as a Director of the Company                              84,015,470  97.35  2,283,034      2.65  86,298,504                                     81.64%          13,931
 10                 To re-elect E Adekunle as a Director of the Company                             86,294,090  99.99  4,276          0.01  86,298,366                                     81.64%          14,071
 11                 To re-elect S Sands as a Director of the Company                                86,294,372  99.99  4,134          0.01  86,298,506                                     81.64%          13,931
 12                 To re-elect KPMG as auditor of the Company and hold office until the            81,472,367  94.41  4,826,133      5.59  86,298,500                                     81.64%          13,937
                    conclusion of the next general meeting
 13                 To authorise the Audit Committee to determine the auditor's remuneration        85,403,641  98.96  895,085        1.04  86,298,726                                     81.64%          13,711
 14                 That the Directors be authorised to allot shares and grant rights to subscribe  79,505,142  92.13  6,794,196      7.87  86,299,338                                     81.64%          13,098
                    for, or convert any security into, shares (see AGM Notice)
 15*                That, subject to Resolution 14, the Directors be authorised to allot shares     79,897,858  92.58  6,400,989      7.42  86,298,847                                     81.64%          13,589
                    and / or sell equity securities for cash as if Section 561 of the Act did not
                    apply (see AGM Notice)
 16*                That, subject to Resolutions 14 and 15, the Directors be authorised to allot    77,613,135  90.08  8,544,334      9.92  86,157,469                                     81.50%          154,966
                    equity securities for cash (see AGM Notice)
 17*                That the Company be authorised to make market purchases of its own shares (see  86,048,251  99.87  111,646        0.13  86,159,897                                     81.51%          152,540
                    AGM Notice)
 18                 That the Company and its subsidiaries be authorised to make political           81,811,769  95.14  4,180,671      4.86  85,992,440                                     81.35%          319,997
                    donations (see AGM Notice)
 19*                That general meetings of the Company (other than Annual General Meetings) may   79,417,629  92.03  6,880,946      7.97  86,298,575                                     81.64%          13,862
                    be called by notice of not less than 14 clear days
 20                 That subject to the admission of the New Ordinary Shares, each existing share   86,293,906  99.99  5,641          0.01  86,299,547                                     81.64%          12,890
                    be subdivided and a special dividend be paid to shareholders on 20 September
                    2024 (see AGM Notice)

 

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.

 

Special Dividend and Share Consolidation

 

Further to the AGM Notice and the AGM held today, Resolution 20 was passed by
the requisite majority of shareholders on a poll.

 

Accordingly, as described in further detail in Appendix 2 to the AGM Notice
and subject to Admission of the New Ordinary Shares:

 

•           the Special Dividend has been approved by shareholders
and is expected to be paid on 20 September 2024 to those shareholders on the
register of members of the Company at 6:00 pm today, Friday 6 September 2024;

 

•           the Share Consolidation has been approved by
shareholders and will replace every 100 Existing Ordinary Shares held at 6:00
pm today, Friday 6 September 2024, with 96.49 New Ordinary Shares.

 

Applications have been made to the Financial Conduct Authority to amend the
Official List and to the LSE for an amendment to trading to reflect the Share
Consolidation. It is expected that trading in the New Ordinary Shares will
commence on the LSE at 8:00 am on Monday 9 September 2024.

 

The ISIN for the New Ordinary Shares will be GB00BP0RGD03 and the SEDOL for
the New Ordinary Shares will be BP0RGD0.

 

Following the Share Consolidation, the Company's total issued share capital
will comprise 110,474,498 New Ordinary Shares of 5.6110477936 pence each. The
Company will hold 8,475,936 New Ordinary Shares in treasury and will not be
permitted to exercise voting rights in respect of those New Ordinary Shares.
As such, the total number of voting rights in the Company following the Share
Consolidation will be 101,998,562.

 

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

 

For further information please contact:

 

Victoria
Mee
Tel: 01932 868 555

Company Secretary

The Berkeley Group Holdings plc

 

Novella Communications                      Tel: 020 3151
7008

Tim Robertson

 

 

LEI: 2138009OQSSLVVHQAL78

 

 

END

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