TIDMVTY
RNS Number : 7821T
Vistry Group PLC
22 March 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
22 March 2023
Vistry Group PLC
Directorate Changes
Appointment of Non-Executive Director
Vistry Group PLC (the "Company" or "Vistry") announces the
appointment of Jeffrey Ubben as a Non-Executive Director of the
Company, with effect from 23 March 2023.
Jeff is a Founder, Managing Partner and the Portfolio Manager of
Inclusive Capital Partners L.P. ("Inclusive Capital"), a San
Francisco-based investment firm focused on increasing shareholder
value whilst promoting sound environmental, social and governance
practices. Inclusive Capital is one of the Company's largest
shareholders. Previously, Jeff co-founded ValueAct Capital
Partners, a long-term value investment firm. The Board believes
that Jeff will be a valuable addition to the Board.
Jeff is a highly experienced board member and investor in both
the United States and the UK, having served on over 20 public
company boards. He currently serves as a Non-Executive Director of
ExxonMobil and Enviva Inc. He has previously held board positions
with several other public and private companies including
Fertiglobe plc, Misys plc, Twenty-First Century Fox Inc. and Willis
Towers Watson plc.
Ralph Findlay OBE, Non-Executive Chairman, commented: "I am very
pleased to welcome Jeff to the Board. His deep expertise and
insights, particularly in impact and sustainability, will be of
significant value as we continue to integrate our recent
acquisition of Countryside Partnerships at pace."
Jeffrey Ubben added: "The combination of a distinct model
addressing the acute shortage of affordable homes in the UK
alongside leading private housebuilding brands gives Vistry the
scale, operating synergies, and resources to deliver societal
benefits and great long term returns to shareholders. To work
closely with CEO Greg Fitzgerald, whose experience and track record
in this industry is exemplary, and also with the Board in executing
on Vistry's compelling mixed-tenure approach to housing, is an
opportunity to highlight how profitable growth can be linked to
positive community impact."
Inclusive Capital has confirmed that it manages funds which hold
interests in approximately 20.6 million ordinary shares of the
Company, constituting approximately 5.9%* of the Company's issued
share capital. Jeffrey Ubben has no current interest in the
Company's share capital and is not being appointed to the Board as
a representative or nominee of Inclusive Capital.
In addition, the Company and Inclusive Capital have entered into
an agreement which clarifies the obligations of, and relationship
between, both parties in respect of Jeffrey Ubben's appointment as
a Non-Executive Director of the Company. The agreement includes,
among other things, an obligation for Inclusive Capital to exercise
the voting rights in respect of the shares in which it is
interested in accordance with any recommendations given by a
majority of the Board in respect of resolutions to be voted at a
General Meeting, as well as undertakings that Inclusive Capital
will not: (i) requisition (or propose resolutions at) General
Meetings of the Company, (ii) circulate statements to shareholders,
or (iii) seek to remove Directors from the Board.
Resignation of Non-Executive Directors
The Company also announces that each of Katherine Innes Ker and
Nigel Keen has informed the Board of their intention to step down
and resign as an independent Non-Executive Director of the Company.
Nigel Keen will step down with effect from 23 March 2023 and
Katherine Innes Ker will step down with effect from close of the
Annual General Meeting on 18 May 2023.
The Board has commissioned searches for two additional
independent Non-Executive Directors of the Company.
Ashley Steel, independent Non-Executive Director and Senior
Independent Director will succeed Nigel Keen in his capacity as
Chair of the Remuneration Committee. Such change is with effect
from 23 March 2023.
Ralph Findlay OBE, Non-Executive Chairman, commented : "On
behalf of the Board I would like to thank Nigel and Katherine for
the strong contribution they have made to the Company since 2016
and 2018, respectively. They have provided support, dedication, and
wise counsel through a period of significant growth and
transformational change in the business, culminating in the recent
acquisition of Countryside Partnerships. They also provided
guidance during the disruption to the business as a result of the
various lockdowns and ongoing Covid restrictions."
Information required for the purposes of the Listing Rules
Jeffrey Ubben currently serves, or has served during the past
five years, on the boards of Exxon Mobil Corporation (since 2021 to
present), Enviva Inc. (since 2020 to present), Fertiglobe plc
(2021-2023), AppHarvest, Inc. (2020-2022), Nikola Corporation
(2020-2022), The AES Corporation (2018-2021) and Twenty-First
Century Fox, Inc. (2015-2018). He is a retired founder of ValueAct
Capital and, prior to founding ValueAct Capital in 2000, Jeffrey
Ubben was a Managing Partner at Blum Capital Partners for over five
years.
No further information is required to be disclosed pursuant to
Listing Rule 9.6.13R.
The above notification is made pursuant to Listing Rule
9.6.11R.
Enquiries :
Vistry
Earl Sibley, Chief Operating Officer
Tim Lawlor, Chief Financial Officer
Clare Bates, General Counsel & Company Secretary +44 16 7543
Susie Bell, Group Investor Relations Director 7160
Powerscourt
+44 20 7250
Justin Griffiths, Nick Dibden, Victoria Heslop 1446
This announcement contains inside information in relation to
Vistry for the purposes of Article 7 of the Market Abuse
Regulation. The person responsible for arranging the release of
this announcement on behalf of Vistry is Clare Bates, General
Counsel & Company Secretary.
* Based on the Company's shares in issue (excluding treasury
shares) on 21 March 2023.
Vistry's legal entity identifier is 2138001KOWN7CG9SLK53.
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END
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