Form 8.5 (EPT/NON-RI) Vistry Group plc

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS

(OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

1.

KEY INFORMATION

(a)

Name of exempt principal trader:

BARCLAYS CAPITAL SECURITIES LTD

(b)

Name of offeror/offeree in relation to whose

VISTRY GROUP PLC

relevant securities this form relates:

(c)

Name of the party to the offer with which exempt

Countryside Partnerships plc

principal trader is connected

(d)

Date position held/dealing undertaken:

24 October 2022

(e)

In addition to the company in 1(b) above, is the exempt principal

YES:

trader making disclosures in respect of any other party to the offer?

COUNTRYSIDE PARTNERSHIPS PLC

2.

POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a)

Interests and short positions in the relevant securities of the offeror or offeree

to which the disclosure relates following the dealing (if any)

Class of relevant security:

50p ordinary

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

1,331,910

0.61%

1,797,147

0.82%

(2)

Cash-settled derivatives:

1,612,183

0.74%

1,161,960

0.53%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0

0.00%

0

0.00%

TOTAL:

2,944,093

1.35%

2,959,107

1.36%

(b)

Rights to subscribe for new securities (including directors and other executive

options)

Class of relevant security in relation to

which subscription right exists

Details, including nature of the rights

concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Total number of

Highest price per unit

Lowest price per unit

security

securities

paid/received

paid/received

50p ordinary

Purchase

130,946

5.6950 GBP

5.52 GBP

50p ordinary

Sale

172,752

5.6752 GBP

5.5325 GBP

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

50p ordinary

 SWAP

Decreasing Short

10

5.6650 GBP

50p ordinary

 SWAP

Decreasing Short

686

5.6949 GBP

50p ordinary

 SWAP

Decreasing Short

1,408

5.6709 GBP

50p ordinary

 SWAP

Decreasing Short

1,910

5.6750 GBP

50p ordinary

 SWAP

Decreasing Short

3,019

5.6343 GBP

50p ordinary

 SWAP

Decreasing Short

3,382

5.6337 GBP

50p ordinary

 SWAP

Increasing Long

48

5.6742 GBP

50p ordinary

 SWAP

Increasing Long

813

5.6598 GBP

50p ordinary

 SWAP

Increasing Long

968

5.6642 GBP

50p ordinary

 CFD

Increasing Long

1,522

5.6159 GBP

50p ordinary

 SWAP

Increasing Long

1,644

5.6715 GBP

50p ordinary

 CFD

Increasing Long

1,851

5.6307 GBP

50p ordinary

 CFD

Increasing Long

3,245

5.6267 GBP

50p ordinary

 SWAP

Increasing Long

4,413

5.6729 GBP

50p ordinary

 SWAP

Increasing Long

6,875

5.6748 GBP

50p ordinary

 SWAP

Increasing Long

8,749

5.6435 GBP

50p ordinary

 CFD

Increasing Long

15,300

5.6402 GBP

50p ordinary

 CFD

Increasing Long

28,055

5.6414 GBP

50p ordinary

 SWAP

Increasing Long

48,769

5.6634 GBP

50p ordinary

 SWAP

Increasing Short

136

5.6794 GBP

50p ordinary

 SWAP

Increasing Short

193

5.6617 GBP

50p ordinary

 SWAP

Increasing Short

294

5.6668 GBP

50p ordinary

 SWAP

Increasing Short

600

5.6368 GBP

50p ordinary

 SWAP

Increasing Short

717

5.6224 GBP

50p ordinary

 SWAP

Increasing Short

1,591

5.6621 GBP

50p ordinary

 SWAP

Increasing Short

1,729

5.6551 GBP

50p ordinary

 SWAP

Increasing Short

2,114

5.6549 GBP

50p ordinary

 SWAP

Increasing Short

3,000

5.6594 GBP

50p ordinary

 SWAP

Increasing Short

6,000

5.6079 GBP

50p ordinary

 SWAP

Increasing Short

12,234

5.6399 GBP

50p ordinary

 SWAP

Increasing Short

13,000

5.6690 GBP

50p ordinary

 SWAP

Increasing Short

19,173

5.6404 GBP

50p ordinary

 SWAP

Increasing Short

23,575

5.6581 GBP

50p ordinary

 SWAP

Increasing Short

39,085

5.6471 GBP

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealings arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,

formal or informal, relating to relevant securities which may be an inducement to deal

or refrain from dealing entered into by the exempt principal trader making the disclosure and any party

to the offer or any person acting in concert with a party to the offer:

NONE

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between

the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:

25 Oct 2022

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213