RNS Number:2216X
Taylor Woodrow PLC
15 January 2001
Not for release, publication or distribution in or into the
United States of America, Canada, Australia or Japan
Taylor Woodrow plc
Share and cash offer for
Bryant Group plc
Summary
- The board of Taylor Woodrow announces a share and cash
offer to be made by ABN AMRO Corporate Finance on behalf
of Taylor Woodrow for the entire issued and to be issued
share capital of Bryant.
- Under the terms of the Offer, Bryant Shareholders will
receive 75p in cash and 0.7 New Taylor Woodrow Shares for
each Bryant Share. A Mix and Match Election will also be
available.
- Based on the closing price of 171.5p per Taylor Woodrow
Share on 12th January, 2001, the Offer values each Bryant
Share at approximately 195.1p, and the entire existing
issued share capital of Bryant at approximately #523
million, representing a premium of approximately 7.2 per
cent. over the closing price of 182p per Bryant Share on
12th January, 2001 and a premium of approximately 19.3%
over the closing price of 163.5p per Bryant Share on 10th
January, 2001, the date before Taylor Woodrow announced
that it had approached the board of Bryant.
- The offer is conditional on the merger of Bryant and
Beazer not proceeding. The board of Taylor Woodrow calls
on the board of Bryant to adjourn the extraordinary
general meeting of Bryant called for 15th January, 2001 to
seek shareholder approval for its offer for Beazer
announced on 14th December, 2000.
- If the Offer completes, Taylor Woodrow will give
consideration to a share buy back programme of #50 million
during 2002 and #50 million during 2003.
- The Offer will strengthen the resource base and market
position of both companies' house building businesses to
create a leading player in the UK housing market.
- The acquisition of Bryant fits with Taylor Woodrow's
stated strategy of expanding its presence in the UK
housing market and, on the basis of public information
available to it, the board of Taylor Woodrow considers
that cost savings and margin improvements in the range of
#10-#15 million per annum are achievable.
- The combined group would create the UK's fifth largest
housebuilder producing some 6,000 homes a year and
turnover of approximately #845 million.
- Due to its size, the Offer will be conditional on, inter
alia, the approval of Taylor Woodrow Shareholders at an
Extraordinary General Meeting.
Commenting on the Offer, Dr. Robert Hawley, Taylor Woodrow's Chairman, said:
"This marriage will create a quality national housebuilder and would be a
significant step in our strategy to become a leading player in the UK housing
sector. The addition of Bryant will be an excellent strategic fit.
"Our terms offer Bryant shareholders substantially better value than the Domus
deal. In addition they will receive both significant cash now and the
opportunity for a continued interest in a strongly managed international
housing business."
ABN AMRO Corporate Finance is acting as financial adviser to Taylor Woodrow
and Hoare Govett is acting as corporate broker. The financing of the cash
element of the Offer has been arranged by HSBC Bank plc.
This summary should be read in conjunction with the full text of the following
announcement.
Press enquiries:
Taylor Woodrow plc Tony McGarahan 020 7638 9571
on 15th January, 2001 at Citigate Dewe Rogerson or mobile 07796 276342
ABN AMRO Corporate Finance Christopher Hill 020 7678 8000
Citigate Dewe Rogerson Martin Jackson 020 7638 9571
The Offer will not be made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States of America,
Canada, Australia or Japan and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facilities from within the United
States of America, Canada, Australia or Japan.
Accordingly, copies of this announcement are not being, and must not be,
mailed or otherwise forwarded, distributed or sent in or into or from the
United States of America, Canada, Australia or Japan and persons receiving
this announcement (including custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it into or from the United States of
America, Canada, Australia or Japan. Doing so may render invalid any
purported acceptance.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The New Taylor Woodrow Shares have not been, nor will they be, registered
under the Securities Act or under the securities laws of any jurisdiction of
the United States, the relevant clearances have not been, and will not be,
obtained from the securities commission of any province of Canada, no
prospectus has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance and the New
Taylor Woodrow Shares have not been, nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia or Japan. Accordingly the New
Taylor Woodrow Shares may not (unless an exemption under relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant
laws of, or require registration thereof in, such jurisdiction or to, or for
the account or benefit of, a Restricted Overseas Person.
ABN AMRO Corporate Finance, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Taylor Woodrow and no-
one else in connection with the Offer and will not be responsible to anyone
other than Taylor Woodrow for providing the protections afforded to customers
of ABN AMRO Corporate Finance nor for giving advice in relation to the Offer.
This announcement does not constitute an offer or an invitation to purchase
any securities.
Not for release, publication or distribution in or into the
United States of America, Canada, Australia or Japan
Taylor Woodrow plc
Share and cash offer for
Bryant Group plc
1. INTRODUCTION
The board of Taylor Woodrow announces a share and cash offer to be made by ABN
AMRO Corporate Finance on behalf of Taylor Woodrow for the entire issued and
to be issued share capital of Bryant.
The offer is conditional on the merger of Bryant and Beazer not proceeding.
The board of Taylor Woodrow calls on the board of Bryant to adjourn the
extraordinary general meeting of Bryant called for 15th January, 2001 to seek
shareholder approval for its offer for Beazer announced on 14th December,
2000.
Due to its size, the Offer will be conditional on, inter alia, the approval of
Taylor Woodrow Shareholders at an Extraordinary General Meeting.
2. THE OFFER
The Offer, which will be subject, inter alia, to the conditions and further
terms summarised below and set out in Appendix I and to be set out in full in
the Offer Document and the accompanying Form of Acceptance, will be made on
the following basis:
For each Bryant Share 75p in cash
and
0.7 New Taylor Woodrow Shares
and so in proportion for any other number of Bryant Shares held.
A Mix and Match Election will be made available under which Bryant
Shareholders may elect, subject to availability, to vary the proportions in
which they receive New Taylor Woodrow Shares and cash in respect of their
holdings in Bryant.
Based on the closing price of 171.5p per Taylor Woodrow Share on 12th January,
2001, the Offer values each Bryant Share at approximately 195.1p, and the
entire existing issued share capital of Bryant at approximately #523 million,
representing a premium of approximately 7.2 per cent. over the closing price
of 182p per Bryant Share on 12th January, 2001 and a premium of approximately
19.3 per cent. over the closing price of 163.5p per Bryant Share on 10th
January, 2001, the date before Taylor Woodrow announced that it had approached
the board of Bryant. Further details of the financial effects of acceptance
of the Offer are set out in Appendix II.
Bryant Shares will be acquired by Taylor Woodrow fully paid and free from all
liens, charges, equities, equitable interests, encumbrances and other third
party rights and interests of any nature whatsoever, and together with all
rights now and hereafter attaching thereto, including the right to receive and
retain in full all dividends and other distributions declared, made or paid
after the date of this announcement.
The New Taylor Woodrow Shares to be issued in connection with the Offer will
be issued credited as fully paid and will rank pari passu in all respects with
existing Taylor Woodrow Shares, together with the right to receive and retain
in full all dividends and other distributions declared, made or paid after the
date of this announcement.
Application will be made to the UK listing Authority for the New Taylor
Woodrow Shares to be admitted to the Official List, and to the London Stock
Exchange for the New Taylor Woodrow Shares to be admitted to trading on the
London Stock Exchange's market for listed securities.
Fractions of New Taylor Woodrow Shares will not be allotted to Bryant
Shareholders and their entitlements will be rounded down to the nearest whole
number of New Taylor Woodrow Shares.
3. THE MIX AND MATCH ELECTION
Bryant Shareholders may elect under the terms of the Offer, subject to
availability, to vary the proportions in which they receive New Taylor Woodrow
Shares and cash consideration in respect of their holdings of Bryant Shares.
However, the total number of New Taylor Woodrow Shares to be issued under the
Offer will not be varied as a result of the Mix and Match Elections.
Accordingly, the satisfaction of the Mix and Match Elections will be dependent
upon the extent to which other Bryant Shareholders make offsetting elections.
To the extent that elections cannot be satisfied in full, they will be scaled
down on a pro rata basis.
As a result, Bryant Shareholders who make Mix and Match Elections will not
necessarily know the exact number of New Taylor Woodrow Shares or the amount
of cash they will receive until settlement of the consideration under the
Offer.
The Mix and Match Election will not affect the entitlements of those Bryant
Shareholders who do not make Mix and Match Elections.
4. BACKGROUND TO AND REASONS FOR THE OFFER
At the announcement of its results for the year ended 31st December, 1999,
Taylor Woodrow disclosed the outcome of its strategic review and the new
direction of the Group. Housing and property are now the core activities and
focus, with the construction division continuing in a more focussed form. The
UK housing business was targeted as the Group's major area for expansion.
In September, the Group announced its results for the six months ended 30th
June, 2000 and heralded its successful completion of a number of its 2000
strategy objectives including the restructuring of the construction division
and the disposal of its non-core businesses. The UK house-building division
showed increased profits of 67 per cent. emphasising the clear focus and drive
of the restructured business.
The acquisition of Bryant fits with Taylor Woodrow's stated strategy of
expanding its presence in the UK housing market and it adds:
- significant landbank skills;
- management of planning processes;
- a powerful single brand;
- developed site-based I.T. strategy; and
- value added services.
The combined group would create the fifth largest UK house-building entity by
volume with around 6,000 unit completions a year and pro forma turnover of
approximately #845m. Taylor Woodrow believes this would form a strong base
from which to lead the UK house-building industry with a truly national spread
of activities. The board considers that its property development and
engineering skills and its city centre housing expertise will fit well with
Bryant's skills and larger scale UK housing activities.
The enlarged UK housing business, which complements a well positioned housing
business in North America, would provide scale, critical mass, brand and
market position. The strong landbank pipeline with good greenfield and
brownfield mix, together with a balanced geographic spread and increased
potential for mixed use schemes, would create a group with significant
potential.
COMPLEMENTARY PRODUCT RANGES
The board of Taylor Woodrow considers that the complementary skills and
resources infrastructure of the respective groups will provide considerable
and deliverable strategic, commercial and financial benefits to the
shareholders of the combined entity.
SYNERGIES AND EARNINGS EFFECT
On the basis of public information available to it, the board of Taylor
Woodrow considers that cost savings and margin improvements in the range of
#10-#15m per annum are achievable.
The transaction is expected to be earnings enhancing (before accounting for
goodwill and restructuring charges but after the inclusion of synergies) in
the first full year of operation.
INNOVATION OF BEST PRACTICES
Taylor Woodrow and Bryant will be at the forefront of innovations in the
house-
building sector. Additionally, both companies are committed to adopting best
practices in all areas of housebuilding including landbank management,
marketing, sales, customer case and use of technology.
The Offer will strengthen the resource base and market position of both
companies' house building businesses to create a leading player in the UK
housing market.
5. INFORMATION RELATING TO BRYANT
Bryant is one of Great Britain's leading housebuilders. It designs and builds
quality housing stock throughout Great Britain, focusing on the higher end of
the market, with three-, four- and five-bedroom houses dominating. Bryant also
undertakes a wide range of construction projects throughout Great Britain.
Summary financial information extracted, without material adjustment, from
Bryant's results for the years ended 31st May, 1998, 31st May, 1999 and 31st
May, 2000 is set out in the table below:
1998 1999 2000
Turnover #586m #638m #705m
Operating profit #63m #74m #96m
Profit before tax #53m #67m #90m
EPS (before 13.1p 16.0p 21.6p
exceptional items)
Net assets #285m #318m #363m
Number of unit 3,895 3,904 3,961
completions
6. INFORMATION RELATING TO TAYLOR WOODROW
Taylor Woodrow is an international leader in housing, property and value added
construction support. The Group has international housing activities in the
UK, US, Canada, Spain and Australia.
Summary financial information extracted, without material adjustment, from
Taylor Woodrow's results for the years ended 31st December, 1997, 31st
December, 1998 and 31st December, 1999 is set out in the table below:
1997 1998 1999
Turnover #1,296m #1,401m #1,504m
Operating profit #85m #110m #139m
Profit before tax #92m #100m #125m
EPS (before 14.2p 17.1p 21.3p
exceptional items)
Net assets #682m #753m #830m
Number of UK unit 1,691 1,885 2,013
completions
7. FINANCING OF THE OFFER
The cash element of the Offer will be fully financed through committed loan
facilities made available to Taylor Woodrow. The committed facilities have
been arranged by HSBC Bank plc.
8. MANAGEMENT AND EMPLOYEES
Taylor Woodrow attaches great importance to the skills and experience of the
existing management and employees of Bryant. Taylor Woodrow confirms that the
existing contractual employment rights of employees of Bryant, including
pension rights, will be fully safeguarded.
9. BRYANT SHARE SCHEMES
The Offer will extend to any Bryant Shares issued or unconditionally allotted
prior to the date on which the Offer closes (or such earlier date as Taylor
Woodrow may, subject to the City Code, decide) as a result of the exercise of
options granted under the Bryant Share Schemes.
To the extent that such options are not exercised in full, it is intended that
appropriate proposals will be made to the holders of options under the Bryant
Share Schemes once the Offer becomes or is declared unconditional in all
respects.
10. DISCLOSURE OF INTERESTS IN BRYANT
Taylor Woodrow Pension and Life Assurance Fund beneficially owns 581,954
Bryant Shares. Save as aforesaid, neither Taylor Woodrow nor any of the
directors of Taylor Woodrow, nor so far as Taylor Woodrow is aware, any person
acting in concert with Taylor Woodrow, owns or controls any Bryant Shares or
holds any option to acquire any Bryant Shares or holds derivatives referenced
to Bryant Shares.
11. GENERAL
The formal offer documentation will be posted to Bryant Shareholders as soon
as practicable. A circular to Taylor Woodrow Shareholders explaining the
proposed Offer and convening an Extraordinary General Meeting to approve the
Offer will also be posted as soon as practicable.
Appendix IV contains definitions of the terms used in this announcement.
Press enquiries:
Taylor Woodrow plc Tony McGarahan 020 7638 9571
on 15th January, 2001 at Citigate Dewe Rogerson or mobile 07796 276342
ABN AMRO Corporate Finance Christopher Hill 020 7678 8000
Citigate Dewe Rogerson Martin Jackson 020 7638 9571
The Offer will not be made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States of America,
Canada, Australia or Japan and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facilities from within the United
States of America, Canada, Australia or Japan.
Accordingly, copies of this announcement are not being, and must not be,
mailed or otherwise forwarded, distributed or sent in or into or from the
United States of America, Canada, Australia or Japan and persons receiving
this announcement (including custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it into or from the United States of
America, Canada, Australia or Japan. Doing so may render invalid any
purported acceptance.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The New Taylor Woodrow Shares have not been, nor will they be, registered
under the Securities Act or under the securities laws of any jurisdiction of
the United States, the relevant clearances have not been, and will not be,
obtained from the securities commission of any province of Canada, no
prospectus has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance and the New
Taylor Woodrow Shares have not been, nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia or Japan. Accordingly the New
Taylor Woodrow Shares may not (unless an exemption under relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant
laws of, or require registration thereof in such jurisdiction or to, or for
the account or benefit of, a Restricted Overseas Person.
ABN AMRO Corporate Finance, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Taylor Woodrow and no-
one else in connection with the Offer and will not be responsible to anyone
other than Taylor Woodrow for providing the protections afforded to customers
of ABN AMRO Corporate Finance nor for giving advice in relation to the Offer.
This announcement does not constitute an offer or an invitation to purchase
any securities.
Appendix I
Conditions and certain further terms of the Offer
1. Conditions of the Offer
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00 p.m. on
the first closing date (or such later time(s) and/or
date(s) as Taylor Woodrow may, subject to the City
Code, decide) in respect of not less than 90 per cent.
(or such lesser percentage as Taylor Woodrow may
decide) of the Bryant Shares to which the Offer
relates, provided that this condition shall not be
satisfied unless Taylor Woodrow and/or any of its
wholly-owned subsidiaries shall have acquired or
agreed to acquire (pursuant to the Offer or
otherwise), directly or indirectly, Bryant Shares
carrying, in aggregate, more than 50 per cent. of the
voting rights then exercisable at a general meeting of
Bryant. For the purposes of this condition:
(i) the expression "Bryant Shares to which the Offer
relates" shall be construed in accordance with
sections 428 to 430F of the Companies Act 1985;
and
(ii) Bryant Shares which have been unconditionally
allotted but not issued shall be deemed to carry
the voting rights which they will carry upon
issue;
(b) the passing at an Extraordinary General Meeting of
Taylor Woodrow (or at any adjournment thereof) of all
such resolutions as may be necessary to approve,
implement and effect the Offer and the proposed
acquisition by Taylor Woodrow of Bryant pursuant
thereto;
(c) the admission of the New Taylor Woodrow Shares to be
issued pursuant to the Offer becoming effective in
accordance with the Listing Rules or (if Taylor
Woodrow so determines and subject to the consent of
the Panel) the UK Listing Authority and the London
Stock Exchange agreeing to admit such shares to the
Official List and to trading on the main market of the
London Stock Exchange respectively;
(d) the proposals in connection with the proposed merger
between Bryant and Beazer, full particulars of which
are set out in the offer document issued by Bryant on
22 December 2000, not proceeding in whole or in part
and the offer contained in such offer document
lapsing;
(e) there being no provision of any agreement,
arrangement, franchise, licence, permit or other
instrument to which any member of the wider Bryant
Group is a party or by or to which any such member or
any of its assets may be bound, entitled or subject,
which as a result of the Offer or the proposed
acquisition of any shares in, or control, of Bryant or
otherwise, would or might reasonably be expected to
result (to an extent which is material in the context
of the wider Bryant Group taken as a whole) in:
(i) any monies borrowed by or any other
indebtedness, actual or contingent, of any such
member being or becoming repayable or capable
of being declared repayable immediately or
earlier than its stated maturity date, or the
ability of any such member to borrow monies or
incur any indebtedness being withdrawn or
inhibited;
(ii) any such agreement, arrangement, franchise,
licence, permit or instrument or the rights,
liabilities, obligations or interests of any
such member thereunder being terminated or
adversely modified or affected or any onerous
obligation arising or any adverse action being
taken or arising thereunder;
(iii) the interests or business of any such member in
or with any other person, firm, company or body
(or any arrangements relating to such interests
or business) being terminated, modified or
adversely affected;
(iv) any assets or interests of any such member
being or falling to be disposed of or charged
or any right arising under which any such asset
or interest could be required to be disposed of
or charged otherwise than in the ordinary
course of business;
(v) the creation or enforcement of any mortgage,
charge or other security interest over the
whole or any part of the business, property or
assets of any such member or any such security
(whenever arising or having arisen) becoming
enforceable;
(vi) the value of any member of the wider Bryant
Group or its financial or trading position,
profits and prospects being prejudiced or
adversely affected; or
(vii) any such member ceasing to be able to carry on
business under any name under which it
presently does so;
(f) no government or governmental, quasi-governmental,
supranational, statutory, regulatory environmental or
investigative body, court, trade agency, professional
association, institution or any other body or person
whatsoever in any jurisdiction (each a "Third Party"
and all collectively "Third Parties") having
instituted, implemented or threatened, or having
decided to institute, implement or threaten, any
action, proceeding, suit, investigation, enquiry or
reference or having made, proposed or enacted any
statute, regulation, order or decision or taken any
other steps which would or might:
(i) make the Offer or its implementation or the
acquisition or proposed acquisition by Taylor
Woodrow of all or any Bryant Shares, or the
acquisition or proposed acquisition of control
of Bryant, by any member of the Taylor Woodrow
Group, void, illegal or unenforceable under the
laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain,
restrict, prohibit, challenge, delay or
interfere with the same, or impose additional
material conditions or obligations with respect
thereto, or otherwise require material
amendment to the terms of the Offer or any such
acquisition;
(ii) require, prevent or delay the divestiture, or
alter the terms envisaged for any proposed
divestiture, by any member of the wider Taylor
Woodrow Group or any member of the wider Bryant
Group of all or any material portion of their
respective businesses, assets or properties or
impose any material limitation on the ability
of any of them to conduct their respective
businesses or to own any of their respective
assets or property;
(iii) impose any material limitation on the ability
of any member of the wider Taylor Woodrow Group
or of the wider Bryant Group to acquire or hold
or to exercise effectively, directly or
indirectly, all or any rights of ownership in
respect of shares or other securities (or the
equivalent) in any member of the wider Bryant
Group or to exercise management control over
any such member;
(iv) otherwise adversely affect in any respect any
or all of the businesses, assets, profits or
prospects of any member of the wider Taylor
Woodrow Group or any member of the wider Bryant
Group;
(v) result in any member of the wider Bryant Group
ceasing to be able to carry on business;
(vi) save pursuant to the Offer require any member
of the wider Taylor Woodrow Group or of the
wider Bryant Group to offer to acquire any
shares or other securities (or the equivalent)
in any member of the wider Bryant Group owned
by any third party,
and all applicable waiting and other time periods
during which any such Third Party could decide to
take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference
under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(g) all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances,
permissions and approvals ("Authorisations") necessary
or appropriate for or in respect of the Offer or the
proposed acquisition of all or any Bryant Shares or
other securities in, or control of, Bryant by any
member of the wider Taylor Woodrow Group having been
obtained in terms and in a form reasonably
satisfactory to Taylor Woodrow from all appropriate
Third Parties or persons with whom any member of the
wider Bryant Group has entered into contractual
arrangements and all such Authorisations, together
with all Authorisations necessary or appropriate to
carry on the business of any member of the wider
Bryant Group remaining in full force and effect;
(h) all necessary filings or applications having been made
in connection with the Offer, and all appropriate
waiting periods (including extensions thereof) in
respect of the Offer or its implementation under any
applicable legislation or regulations of any relevant
jurisdiction having expired, lapsed or terminated (as
appropriate), and all necessary statutory and
regulatory obligations in any relevant jurisdiction
having been complied with in connection with the Offer
or the proposed acquisition of any shares in, or
control of, Bryant;
(i) the receipt of appropriate assurances from all
relevant authorities and other persons that the
interests held by the wider Bryant Group under
licences, patents, trademarks, leases and other rights
in the UK and overseas will not be adversely affected
by the Offer or the proposed acquisition of Bryant by
Taylor Woodrow, that such licences, patents,
trademarks, leases and other rights are in full force
and effect and that there is no intention to revoke
any of the same;
(j) except as publicly announced through the London Stock
Exchange by Bryant prior to the date hereof, no member
of the wider Bryant Group having, since 31 May 2000:
(i) made any alterations to its Memorandum of
Association or Articles of Association;
(ii) (save as between Bryant and wholly-owned
subsidiaries of Bryant, or for options
granted or on the exercise of rights to
subscribe for Bryant Shares pursuant to the
exercise of options granted under the Bryant
Share Option Schemes on or prior to the date
hereof), issued, agreed to, authorised or
proposed the issue of additional shares of
any class, or securities convertible into, or
rights, warrants or options to subscribe for,
or acquire, any such shares or convertible
securities or redeemed, purchased or reduced
any part of its share capital;
(iii) recommended, declared, paid or made or
proposed to declare, pay or make any bonus,
dividend or other distribution whether
payable in cash or otherwise other than to
Bryant or wholly-owned subsidiaries of
Bryant;
(iv) merged with any body corporate or acquired or
disposed of or transferred, mortgaged or
charged or created any security interest over
any assets or any rights, title or interest
in any asset (including shares and trade
investments) or authorised or proposed or
announced any intention to propose any
merger, demerger, acquisition, disposal,
transfer, mortgage, charge or the creation of
any security interest over the same (other
than in the ordinary course of business);
(v) authorised or proposed or announced an
intention to propose any change in its share
or loan capital including the purchase of any
of its own shares;
(vi) issued, authorised or proposed the issue of
any debentures or incurred or increased any
indebtedness or contingent liability which is
material in the context of the wider Bryant
Group;
(vii) entered into any contract, reconstruction,
amalgamation, commitment or other transaction
or arrangement or waived or compromised any
claim in each case otherwise than in the
ordinary course of business or entered into
or changed the terms of any contract with any
director or senior executive;
(viii) entered into any contract or commitment
(whether in respect of capital expenditure or
otherwise) which is of a long term or unusual
nature or which involved or could involve an
obligation of a nature or magnitude which is
material in the context of the Bryant Group
taken as a whole or which would or might be
restrictive to the business of any other
member of the wider Bryant Group or of the
wider Taylor Woodrow Group;
(ix) proposed any voluntary winding up;
(x) terminated or varied the terms of any
agreement or arrangement between any member
of the wider Bryant Group and any other
person in a manner which would or might
reasonably be expected to have a material
adverse effect on the position or prospects
of the Bryant Group;
(xi) proposed, agreed to provide or modified the
terms of any share option scheme, incentive
scheme or other benefit relating to the
employment or termination of employment of
any person employed by the Bryant Group
which, taken as a whole, are material in the
context of the Bryant Group taken as a whole;
(xii) waived or compromised any material claim; or
(xiii) entered into any contract, commitment or
agreement or passed any resolution with
respect to any of the transactions or events
referred to in this paragraph (j);
(k) save as disclosed in the Report and Accounts of Bryant
for the year ended 31 May 2000, since 31 May 2000:
(i) no material adverse change or deterioration
having occurred in the business, assets,
financial or trading position or profits or
prospects of any member of the wider Bryant
Group;
(ii) there having been no receiver or administrative
receiver appointed over any of the assets of
any member of the Bryant Group not being a
dormant company within the meaning of Section
250(3) of the Companies Act or equivalent
provision in any jurisdiction outside of the UK
or any analogous proceedings or steps having
taken place under the laws of any jurisdiction
and there having been no petition presented for
the administration of any member of the Bryant
Group or any equivalent proceedings or steps
taken under the laws of any other jurisdiction;
(iii) no claim being made, and no circumstance having
arisen which might lead to a claim being made,
under the insurance of any member of the wider
Bryant Group which would or might reasonably be
expected to have an effect on the wider Bryant
Group which is material in the context of the
wider Bryant Group taken as a whole;
(iv) no material litigation, arbitration
proceedings, prosecution or other legal
proceedings or investigation having been
instituted or threatened by or against or
remaining outstanding against any member of the
wider Bryant Group or to which any member of
the wider Bryant Group is a party (whether as
plaintiff, defendant or otherwise); and
(v) no contingent or other liability having arisen
which might reasonably be expected materially
or adversely to affect any member of the wider
Bryant Group;
(l) Taylor Woodrow not having discovered that:
(i) any financial or business or other information
publicly disclosed at any time by or on behalf
of any member of the wider Bryant Group contains
a misrepresentation of any material fact or
omits to state a fact necessary to make the
information contained therein not materially
misleading; and
(ii) any member of the wider Bryant Group which is
not a subsidiary undertaking of Bryant and any
partnership, company or other entity in which
any member of the Bryant Group has a significant
interest is subject to any liability (contingent
or otherwise) which is not disclosed in the
Report and Accounts of Bryant for the year ended
31 May 2000 and which is material in the context
of the Bryant Group taken as a whole;
(m) Taylor Woodrow not having discovered that:
(i) there has been an emission, disposal,
discharge, deposit, spillage or leak of waste
or hazardous or harmful substances on or about
or from any property now or previously owned,
occupied or made use of by any past or present
member of the wider Bryant Group which would
be likely to give rise to any material
liability (whether actual or contingent) or
cost on the part of any member of the wider
Bryant Group which is material in the context
of the Bryant Group taken as a whole;
(ii) there is or is likely to be any material
liability (whether actual or contingent) or
requirement to make good, repair, re-instate
or clean-up any property now or previously
owned, occupied or made use of by any past or
present member of the wider Bryant Group which
is material in the context of the Bryant Group
taken as a whole; or
(iii) circumstances exist whereby a person or class
of persons would be likely to have any claim
or claims in respect of any product or process
of manufacture or materials used therein now
or previously manufactured, sold or carried
out by any past or present member of the wider
Bryant Group which claim or claims would be
likely materially and adversely to affect any
member of the wider Bryant Group and which is
material in the context of the Bryant Group
taken as a whole.
For the purposes of these conditions: the "wider Bryant
Group" means Bryant and its subsidiary undertakings,
associated undertakings and any other undertaking in which
Bryant and/or such undertakings (aggregating their
interests) have a significant interest and the "wider
Taylor Woodrow Group" means Taylor Woodrow and its
subsidiary undertakings, associated undertakings and any
other undertaking in which Taylor Woodrow and/or such
undertakings (aggregating their interests) have a
significant interest and, for these purposes, "subsidiary
undertaking", "associated undertaking" and "undertaking"
have the meanings given by the Companies Act 1985, other
than paragraph 20(1)(b) of Schedule 4A to that Act which
shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in 20 per
cent. or more of the equity capital of an undertaking.
Taylor Woodrow reserves the right to waive, in whole or in
part, all or any of conditions (e) to (m) both inclusive,
in whole or in part.
If Taylor Woodrow is required by the Panel to make an offer
for Bryant Shares under the provisions of Rule 9 of the
City Code, Taylor Woodrow may make such alterations to the
above conditions of the Offer, including condition (a), as
are necessary to comply with the provisions of that Rule.
The Offer will lapse unless all the conditions relating to
the Offer have been fulfilled or satisfied or (if capable
of waiver) waived, by or, where appropriate, at midnight on
the twenty first day after the later of the first closing
date or the date on which the Offer becomes unconditional
as to acceptances, or such later date as Taylor Woodrow
may, with the consent of the Panel, decide. Taylor Woodrow
shall be under no obligation to waive or treat as satisfied
any condition by a date earlier than the latest date
specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may
at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating
that any such conditions may not be capable of fulfilment.
The Offer will lapse if the proposed acquisition of Bryant
is referred to the Competition Commission or if the
European Commission either initiates proceedings under
Article 6(1)(c) of the Council Regulation (EC) 4064/89 or
makes a referral to a competent authority of the United
Kingdom under Article 9(1) thereof before 3.00 p.m. on the
first closing date or the time and date on which the Offer
becomes or is declared unconditional as to acceptances,
whichever is the later.
In circumstances where the Offer lapses, the Offer will
cease to be capable of further acceptance and persons
accepting the Offer and Taylor Woodrow shall thereupon
cease to be bound by Forms of Acceptance delivered on or
before the date on which the Offer so lapses.
The Bryant Shares which are the subject of the Offer will
be acquired fully paid and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption or
other third party rights of any nature and together with
all rights attaching thereto, including the right to
receive all dividends and other distributions declared,
paid or made hereafter.
The Offer will comply with English law and the City Code.
Appendix II
Financial effects of acceptance of the Offer
The following table shows, for illustrative purposes only and on the basis and
assumptions set out below, the financial effects on capital and income value
for a holder of one Bryant Share of acceptance of the Offer (ignoring the
treatment of fractional entitlements and taxation), on the Offer becoming or
being declared unconditional in all respects:
Capital impact
Cash per Bryant share 75p
Number of New Taylor Woodrow Shares 0.7
Value of New Taylor Woodrow shares received(1) 120.1p
Total value received 195.1p
Market value of a Bryant Share(2) 182p
-------
Increase in capital value 13.1p
-------
This represents an increase of 7.2%
Notes:
(1) Based on the closing mid-market price of 171.5 pence
per Taylor Woodrow Share on 12th January, 2001, being
the latest practicable date prior to this announcement.
(2) Based on the closing mid-market price of 182 pence per
Bryant Share on 12th January, 2001, being the last
dealing date prior to this announcement.
Income impact
Total dividend per Taylor Woodrow Share(1) 5.62p
Number of New Taylor Woodrow Shares 0.7
Dividends a Bryant Shareholder would have 3.93p
received based on the exchange ratio
Gross income from reinvestment of cash 3.81p
consideration(2)
Total 7.74p
Total dividend per Bryant Share(3) 6.36p
-------
(Decrease) / increase in gross income 1.4p
-------
This represents an increase of 21.7%
Notes:
(1) Based on the 2000 interim dividend of 1.82 pence and
the 1999 final dividend of 3.8 pence per Taylor Woodrow
Share.
(2) The gross income on the cash consideration has been
calculated on the assumption that the cash is
reinvested to yield approximately 5.08 per cent. per
annum, being the gross yield shown by the FT Actuaries
average gross redemption yield for medium coupon
British Government securities of maturities of 5 to 10
years as published in the Financial Times on 15th
January, 2001, the latest practicable date prior to
this announcement.
(3) Based on the May 2000 final dividend of 4.56 pence and
the November 2000 interim dividend of 1.8 pence per
Bryant Share.
Appendix III
Bases and sources
(a) The market value of Taylor Woodrow Shares on 10th January,
2001 and 12th January, 2001 is based on the closing middle-
market price of a Taylor Woodrow share of 181.5 pence and
171.5 pence as derived from the Daily Official List on
10th January, 2001 (being the date prior to the
announcement by Taylor Woodrow that it had approached the
board of Bryant) and 12th January, 2001 (being the
business day prior to this announcement).
(b) The market values of Bryant Shares on 10th January, 2001
and 12th January, 2001 is based on the closing middle-
market prices of 163.5 pence and 182 pence as derived from
the Daily Official List on 10th January, 2001 (being the
date prior to the announcement by Taylor Woodrow that it
had approached the board of Bryant) and 12th January, 2001
(being the business day prior to this announcement).
(c) The value of the Offer is based upon approximately 268
million Bryant shares in issue on 20th December, 2000.
(d) For the purposes of the financial comparisons contained in
this announcement, no account has been taken of any
liability to taxation or the treatment of fractions of
Bryant Shares under the Offer.
(e) Pro forma financial information has been calculated using
the results of Taylor Woodrow and Bryant for the years
ended 31st December, 1999 and 31st May, 2000 respectively.
Appendix IV
Definitions
"ABN AMRO Corporate ABN AMRO Corporate Finance Limited
Finance"
"Beazer" Beazer Group Plc
"Bryant" Bryant Group plc
"Bryant holders of Bryant Shares
Shareholders"
"Bryant Shares" the existing unconditionally allotted or
issued and fully paid ordinary shares of
25 pence each in the capital of Bryant
and any further such shares which are
unconditionally allotted or issued fully
paid or credited as fully paid before the
date on which the offer ceases to be open
for acceptance (or such earlier date as
Taylor Woodrow may, subject to the Code,
decide) including any such shares which
are so allotted or issued pursuant to the
exercise of options granted under the
Bryant Share Schemes or otherwise
"Bryant Share The Bryant Group Executive Share Option
Schemes" Scheme, Bryant Savings Related Share
Option Scheme, Bryant Executive Share
Option Scheme 1994, Bryant Group Long
Term Incentive Plan, Bryant Group 1999
Long Term Incentive Plan, Bryant Group
Employee Benefit Trust and Bryant
Qualifying Share Ownership Trust
"Code" or "City the City Code on Takeovers and Mergers
Code"
"Companies Act" the Companies Act 1985
"Daily Official The Daily Official List of the London
List" Stock Exchange
"Extraordinary the extraordinary general meeting of
General Meeting" Taylor Woodrow at which resolutions
required to be passed to approve and
implement the Offer will be proposed
"Form of the form of acceptance, election and
Acceptance" authority relating to the Offer to be
despatched to Bryant Shareholders with
the Offer Document
"FSA" Financial Services Authority in its
capacity as the regulator of insurance
business under the Insurance Companies
Act 1982, as regulator of banking
business under the Banking Act 1987 and
as the UK Listing Authority, as the case
may be
"Group" Taylor Woodrow, its subsidiaries and
subsidiary undertakings
"Listing Rules" The listing rules of the UK Listing
Authority
"London Stock London Stock Exchange plc
Exchange"
"Mix and Match the right of Bryant Shareholders to
Election" elect, subject to availability, to vary
the proportions in which they receive New
Taylor Woodrow Shares and cash under the
Offer
"New Taylor Woodrow the new Taylor Woodrow Shares to be
Shares" issued, credited as fully paid, pursuant
to the Offer
"Offer" the recommended offer by Taylor Woodrow
for Bryant
"Offer Document" The formal offer document by which the
offer will be made, which will contain
and set out the terms and conditions of
the Offer
"Official List" the official list maintained by the UK
Listing Authority
"Panel" The Panel on Takeovers and Mergers
"Restricted either a person (including an individual,
Overseas Person" partnership, unincorporated syndicate,
unincorporated organisation, trust,
trustee, custodian, executor,
administrator or other legal
representative) in, or resident in,
Canada, Australia or Japan, or a US
Person
"Securities Act" The US Securities Act of 1933, as amended
"Standards" the admission and disclosure standards
made by the London Stock Exchange from
time to time
"substantial a direct for indirect interest in 20 per
interest" cent. or more of the equity capital of an
undertaking
"Taylor Woodrow" Taylor Woodrow plc
"Taylor Woodrow holders of Taylor Woodrow Shares
Shareholders"
"Taylor Woodrow ordinary shares of 25 pence each in
Shares" Taylor Woodrow
"UK" United Kingdom of Great Britain and
Northern Ireland
"UK Listing the FSA in its capacity as the competent
Authority" authority under the Financial Services
Act 1986
"United States of the United States of America, its
America", "United territories and possessions, any state of
States" or "US" the United States of America and the
District of Columbia or any areas subject
to its jurisdiction or any political
subdivision thereof
"US Person" has the meaning ascribed to it by
Regulation 5 under the Securities Act
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