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:

08 September 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:

780,199

0.36%

700,410

0.32%

(2)

Cash-settled derivatives:

667,772

0.31%

617,570

0.28%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0

0.00%

0

0.00%

TOTAL:

1,447,971

0.66%

1,317,980

0.60%

(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

167,261

8.2051 GBP

8.0058 GBP

50p ordinary

Sale

500,512

8.2054 GBP

8.034 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

227

8.1450 GBP

50p ordinary

 SWAP

Decreasing Short

794

8.1107 GBP

50p ordinary

 SWAP

Decreasing Short

888

8.1512 GBP

50p ordinary

 SWAP

Decreasing Short

1,107

8.1386 GBP

50p ordinary

 SWAP

Decreasing Short

1,515

8.1140 GBP

50p ordinary

 SWAP

Decreasing Short

1,655

8.1444 GBP

50p ordinary

 SWAP

Decreasing Short

2,342

8.1436 GBP

50p ordinary

 SWAP

Decreasing Short

4,798

8.1234 GBP

50p ordinary

 SWAP

Decreasing Short

5,121

8.0771 GBP

50p ordinary

 SWAP

Decreasing Short

5,390

8.1241 GBP

50p ordinary

 SWAP

Decreasing Short

6,212

8.1328 GBP

50p ordinary

 SWAP

Decreasing Short

7,445

8.1111 GBP

50p ordinary

 SWAP

Decreasing Short

15,828

8.1169 GBP

50p ordinary

 SWAP

Decreasing Short

19,895

8.1125 GBP

50p ordinary

 SWAP

Decreasing Short

20,139

8.1040 GBP

50p ordinary

 SWAP

Decreasing Short

38,473

8.1455 GBP

50p ordinary

 SWAP

Decreasing Short

83,133

8.1804 GBP

50p ordinary

 SWAP

Decreasing Short

129,166

8.1726 GBP

50p ordinary

 SWAP

Increasing Long

427

8.0474 GBP

50p ordinary

 CFD

Increasing Long

440

8.1486 GBP

50p ordinary

 SWAP

Increasing Long

673

8.1248 GBP

50p ordinary

 CFD

Increasing Long

1,000

8.0340 GBP

50p ordinary

 CFD

Increasing Long

1,000

8.1314 GBP

50p ordinary

 SWAP

Increasing Long

1,348

8.0110 GBP

50p ordinary

 SWAP

Increasing Long

1,500

8.1282 GBP

50p ordinary

 SWAP

Increasing Long

4,432

8.2049 GBP

50p ordinary

 SWAP

Increasing Long

5,019

8.1223 GBP

50p ordinary

 CFD

Increasing Long

7,380

8.1492 GBP

50p ordinary

 CFD

Increasing Long

8,877

8.1232 GBP

50p ordinary

 SWAP

Increasing Long

12,655

8.1201 GBP

50p ordinary

 SWAP

Increasing Short

16

8.0058 GBP

50p ordinary

 SWAP

Increasing Short

29

8.1312 GBP

50p ordinary

 SWAP

Increasing Short

31

8.1377 GBP

50p ordinary

 SWAP

Increasing Short

59

8.1118 GBP

50p ordinary

 SWAP

Increasing Short

80

8.1533 GBP

50p ordinary

 SWAP

Increasing Short

110

8.1311 GBP

50p ordinary

 SWAP

Increasing Short

196

8.1491 GBP

50p ordinary

 SWAP

Increasing Short

217

8.1116 GBP

50p ordinary

 SWAP

Increasing Short

447

8.1001 GBP

50p ordinary

 SWAP

Increasing Short

781

8.1473 GBP

50p ordinary

 SWAP

Increasing Short

1,650

8.1450 GBP

50p ordinary

 SWAP

Increasing Short

2,092

8.0860 GBP

50p ordinary

 SWAP

Increasing Short

2,685

8.1385 GBP

50p ordinary

 SWAP

Increasing Short

6,742

8.1334 GBP

50p ordinary

 SWAP

Increasing Short

17,584

8.2051 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:

9 Sep 2022

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213