TWOD Taylor Woodrow

RNS Number:7924Z
Taylor Woodrow PLC
2 March 2001

        Not for release, publication or distribution in or into the
           United States of America, Canada, Australia or Japan


                            Taylor Woodrow plc

                 Recommended Offer for Bryant Group plc

             Offer declared unconditional in all respects



Taylor Woodrow announces that all the conditions of the Offer made by ABN AMRO
on behalf of Taylor Woodrow have now either been satisfied or waived, subject
only to the admission of the New Taylor Woodrow Shares becoming effective in
accordance with the Listing Rules of the UK Listing Authority ("Admission").
Accordingly, the Offer is declared unconditional in all respects, subject only
to such Admission, which is expected to become effective at 8.00 a.m. on 2nd
March, 2001.

The Offer will remain open until further notice.  Bryant Shareholders who have
not yet accepted the Offer are urged to do so without delay.

The consideration payable to Bryant Shareholders will be despatched by 16th
March, 2001 in the case of valid acceptances already received, and within 14
days of receipt in the case of valid acceptances received after today's date
and while the Offer remains open for acceptance.

Once valid acceptances of the Offer have been received in respect of 90 per
cent. or more of the Bryant Shares, Taylor Woodrow intends to apply the
provisions of sections 428 to 430F (inclusive) of the Companies Act 1985 to
acquire compulsorily all outstanding Bryant Shares.

As at 3.00 p.m. on 1st March, 2001, elections under the Mix and Match Election
had been received for additional New Taylor Woodrow Shares in respect of
164,503,008 Bryant Shares, and for additional cash and/or Loan Notes in
respect of 5,521,018 Bryant Shares.  Accordingly, elections already received
for additional cash and/or Loan Notes will be satisfied in full.  Elections
already received for additional New Taylor Woodrow Shares will be scaled down
on a pro rata basis.

The Mix and Match Election will remain open until further notice.

Taylor Woodrow confirms that sufficient elections under the Loan Note
Alternative have been received for Loan Notes to be issued to those Bryant
Shareholders who elected to receive them.  Bryant Shareholders (other than
certain overseas persons) who validly accept the Offer may continue to elect
to receive Loan Notes under the Loan Note Alternative as an alternative to all
or part of the cash consideration which would otherwise be receivable by them
under the Offer, for so long as the Offer remains open for acceptance.

Terms defined in the Offer Document dated 26th January, 2001 have the same
meaning in this announcement save where the context requires otherwise.


Enquiries:

Taylor Woodrow   Tony McGarahan               01784 428767
                 Director of Corporate        (direct line)
                 Relations                    07796 276342
                                              (mobile)


The directors of Taylor Woodrow plc accept responsibility for the information
contained in this announcement.  To the best of the knowledge and belief of
the directors (who have taken reasonable care to ensure that such is the case)
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.

ABN AMRO Corporate Finance Limited, 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 Limited or for giving advice in
relation to the Offer.

The Offer is not being made directly or indirectly, in or into, or by use of
the mails of, or by any other 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, Canada, Australia or Japan, and the Offer should not be accepted by
any such use, means, instrumentality or facility or from within the United
States, Canada, Australia or Japan.  Doing so may render invalid any purported
acceptance of the Offer.  Accordingly, copies of this announcement are not
being mailed or otherwise forwarded, distributed or sent in, into or from the
United States, Canada, Australia or Japan and persons receiving this
announcement, must not forward, distribute or send it in or into or from the
United States, Canada, Australia or Japan.

Neither the New Taylor Woodrow Shares nor the Loan Notes have been, nor will
they be, registered under the Securities Act or under the relevant securities
laws of any state or other jurisdiction of the United States, nor have
relevant clearances been, nor will they be, obtained from any securities
commission or similar authority of any province or territory of Canada, and no
prospectus has been, or will be, lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance and
neither the New Taylor Woodrow Shares nor the Loan Notes have 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, unless an exemption under relevant securities law is
available, neither the New Taylor Woodrow Shares nor the Loan Notes may be
offered, sold, re-sold or delivered, directly or indirectly, in or into or
from the United States, Canada, Australia or Japan.

ABN AMRO Corporate Finance Limited has authorised the issue of this
announcement solely for the purposes of section 57 of the Financial Services
Act 1986.

This announcement does not constitute an offer or an invitation to purchase
any securities.

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