RNS Number:1390W
Taylor Woodrow PLC
04 May 2007
Merger of Taylor Woodrow and George Wimpey to create Taylor Wimpey, the largest
UK Housebuilder
Posting of Shareholder Documents
On 26 March 2007, the boards of Taylor Woodrow plc ("Taylor Woodrow") and George
Wimpey Plc ("George Wimpey") announced that they had reached agreement on the
terms of an all-share merger (the "Merger") to create Taylor Wimpey plc ("Taylor
Wimpey"). The Merger is being effected by means of a scheme of arrangement of
George Wimpey under section 425 of the Companies Act 1985 (the "Scheme").
Further to that announcement, George Wimpey and Taylor Woodrow now announce that
the documentation in relation to the Merger is being posted today. George Wimpey
Shareholders will receive, amongst other documents, the Scheme Document
published by George Wimpey in connection with the Scheme, together with the
prospectus published by Taylor Woodrow in connection with the Taylor Wimpey
Shares being issued pursuant to the Merger (the "Prospectus"). Taylor Woodrow
Shareholders will receive, amongst other documents, the Taylor Woodrow Circular
relating to the Merger and a copy of the Prospectus.
As set out in the documentation, a Taylor Woodrow Extraordinary General Meeting
will be held to allow the Taylor Woodrow Shareholders to vote on the resolutions
required to approve and implement the Merger and certain associated resolutions.
Two George Wimpey shareholder meetings will also take place, namely, the Scheme
Meeting which will be held to allow George Wimpey shareholders to approve the
Scheme and the George Wimpey Extraordinary General Meeting which will be held to
allow George Wimpey Shareholders to vote on the proposed resolutions in
connection with the Scheme.
Copies of the Prospectus, Circular and Scheme Document will be submitted to the
UK Listing Authority and will shortly be available for inspection at the
Document Viewing Facility which is situated at The Financial Services Authority,
25 The North Colonnade, Canary Wharf, London E14 5HS.
Copies of the Taylor Woodrow Shareholder Circular, the Scheme Document and the
Prospectus will shortly be available for inspection by Taylor Woodrow
Shareholders at the offices of Taylor Woodrow plc, Princes Way, Solihull, West
Midlands B91 3ES during normal business hours on any weekday (Saturdays, Sundays
and public holidays excepted) and at the offices of Slaughter and May, One
Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted). In addition, the Taylor
Woodrow Shareholder Circular is laid out in full below.
Copies of the Scheme Document and Taylor Woodrow Prospectus will shortly be
available for inspection by George Wimpey Shareholders at the offices of George
Wimpey plc, Manning House, 22 Carlisle Place, London SW1P 1JA during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted).
Unless stated otherwise, terms defined in the Prospectus shall have the same
meaning in this announcement.
Enquiries:
Taylor Woodrow plc George Wimpey Plc
Tel: +44 121 600 8520 Tel: +44 20 7963 6352
Ian Smith Peter Redfern
Peter Johnson Andrew Carr-Locke
UBS Investment Bank JPMorgan Cazenove
(lead financial adviser and joint broker to Taylor (sole financial adviser and joint broker to George
Woodrow) Wimpey)
Tel: +44 20 7568 1000 Tel: +44 20 7588 2828
Tom Cooper Mark Breuer
Bill Hutchings Andrew Truscott
James Robertson Richard Cotton
Morgan Stanley Hoare Govett
(joint financial adviser and joint broker to Taylor (joint broker to George Wimpey)
Woodrow)
Tel: +44 20 7425 8000 Tel: +44 20 7678 8000
Gavin MacDonald Antonia Rowan
Jean-Eudes Renier Luke Simpson
Peter Moorhouse
Finsbury The Maitland Company
(PR adviser to Taylor Woodrow) (PR adviser to George Wimpey)
Tel: +44 20 7251 3801 Tel: +44 20 7379 5151
James Murgatroyd Liz Morley
UBS is acting as lead financial adviser and joint broker to Taylor Woodrow, and
no one else in connection with the Merger and will not be responsible to anyone
other than Taylor Woodrow for providing the protections afforded to the clients
of UBS nor for providing advice in relation to the Merger or any other matter
referred to herein.
JPMorgan Cazenove is acting as sole financial adviser and joint broker to George
Wimpey in connection with the Merger and will not be responsible to anyone other
than George Wimpey for providing the protections afforded to the clients of
JPMorgan Cazenove nor for providing advice in relation to the Merger or any
other matter referred to herein.
Hoare Govett is acting as joint broker to George Wimpey, and no one else in
connection with the Merger and will not be responsible to anyone other than
George Wimpey for providing the protections afforded to the clients of Hoare
Govett nor for providing advice in relation to the Merger or any other matter
referred to herein.
Morgan Stanley is acting as joint financial adviser and joint broker to Taylor
Woodrow, and no one else in connection with the Merger and will not be
responsible to anyone other than Taylor Woodrow for providing the protections
afforded to the clients of Morgan Stanley nor for providing advice in relation
to the Merger or any other matter referred to herein.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law
and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of England.
This announcement is not intended to, and does not constitute, or form part of,
an offer to sell or an invitation to purchase or subscribe for any securities or
a solicitation of any vote or approval in any jurisdiction. This announcement
does not constitute a prospectus or a prospectus equivalent document.
Shareholders of Taylor Woodrow and George Wimpey are advised to read carefully
the formal documentation in relation to the Merger which is being posted today.
In particular, this announcement is not an offer of securities for sale in the
United States and the Taylor Wimpey Shares, which will be issued in connection
with the Merger, have not been, and will not be, registered under the US
Securities Act or under the securities law of any state, district or other
jurisdiction of the United States, Australia, Canada or Japan and no regulatory
clearance in respect of the Taylor Wimpey Shares has been, or will be, applied
for in any jurisdiction other than the UK. The Taylor Wimpey Shares may not
be offered, sold, or, delivered, directly or indirectly, in, into or from the
United States absent registration under the US Securities Act or an exemption
from registration. It is expected that the Taylor Wimpey Shares will be issued
in reliance upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Under applicable US
securities laws, persons (whether or not US persons) who are or will be "
affiliates" within the meaning of the US Securities Act of George Wimpey or
Taylor Woodrow prior to, or of Taylor Wimpey after, the Effective Date will be
subject to certain timing, manner of sale and volume restrictions relating to
the Taylor Wimpey Shares received in connection with the Scheme.
----------------
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If
you are in any doubt as to the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank,
solicitor, accountant, fund manager or other appropriate independent financial
adviser, who is authorised under the Financial Services and Markets Act 2000 if
you are in the United Kingdom, or, if not, from another appropriately authorised
independent financial adviser.
If you have sold or otherwise transferred all of your Taylor Woodrow
Shares you should send this document and the accompanying documents as soon as
possible to the stockbroker, bank or other agent through whom the sale or
transfer was effected for delivery to the purchaser or the transferee. However,
the distribution of this document and any accompanying documents into certain
jurisdictions other than the United Kingdom may be restricted by law. Therefore
persons into whose possession this document and any accompanying documents come
should inform themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This document should be read in conjunction with the Prospectus
relating to Taylor Woodrow which accompanies this document.
This document does not constitute an offer of any securities for
sale.
Applications will be made to the UKLA for the Taylor Wimpey Shares
proposed to be issued in connection with the Scheme 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 main market for listed
securities. It is expected that Admission will become effective, and that
dealings in the Taylor Wimpey Shares will commence, on the Effective Date which,
subject to the satisfaction of certain conditions, including the sanction of the
Scheme by the Court, is expected to occur on 3 July 2007.
Taylor Woodrow plc
(proposed to be renamed Taylor Wimpey plc)
(Incorporated under the Companies Act 1929 and registered in England and Wales
with Registered No. 00296805)
Proposed merger with George Wimpey plc by means of a scheme of arrangement
under section 425 of the Companies Act 1985
Circular to shareholders and
Notice of Extraordinary General Meeting of the Company
Your attention is drawn to the letter from the Chairman of the
Company which is set out on pages 5 to 15 of this document and which contains
the unanimous recommendation of the Taylor Woodrow Directors that you vote in
favour of the Resolutions to be proposed at the Taylor Woodrow Extraordinary
General Meeting referred to below. Please read the whole of this document and
the Prospectus and, in particular, the risk factors set out in the section
headed "Risk factors" on pages 11 to 21 of the Prospectus. You should not rely
solely on the information summarised in this document.
Notice of an extraordinary general meeting of the Company to be held
at Danesfield House Hotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7
2EY on 29 May 2007 at 8.00 a.m. is set out at the end of this document. A Form
of Proxy for the Taylor Woodrow Extraordinary General Meeting (the "Form of
Proxy") is enclosed. To be valid, Forms of Proxy should be completed, signed and
returned in accordance with the instructions printed on them so as to be
received by the Company's registrars, Capita Registrars, at the return address
on the enclosed envelope, as soon as possible and in any event no later than
8.00 a.m. on 27 May 2007. If you hold Taylor Woodrow Shares in CREST, you may
appoint a proxy by completing and transmitting a CREST Proxy Instruction to the
Company's registrars, Capita Registrars (CREST participant RA10), so that it is
received by no later than 8.00 a.m. on 27 May 2007. Completion and return of a
Form of Proxy will not preclude you from attending and voting in person at the
Taylor Woodrow Extraordinary General Meeting, should you so wish.
The Taylor Wimpey Shares will not be, and are not required to be,
registered with the SEC under the US Securities Act in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) of that act. Neither the SEC nor any other US federal or
state securities commission or regulatory authority has approved or disapproved
the Taylor Wimpey Shares or passed an opinion on the adequacy of this document.
Any representation to the contrary is a criminal offence in the United States.
Persons (whether or not US persons) who are affiliates (within the meaning of
the US Securities Act) of Taylor Woodrow or George Wimpey prior to, or Taylor
Wimpey after, the Effective Date will be subject to timing, manner of sale and
volume restrictions on the sale of Taylor Wimpey Shares received in connection
with the Scheme under Rule 145(d) of the US Securities Act.
UBS Limited is acting for Taylor Woodrow and no-one else in
connection with the Merger and the Admission and will not regard any other
person (whether or not a recipient of this document) as its client in relation
to the Merger or the Admission and will not be responsible to anyone other than
Taylor Woodrow for providing the protections afforded to the clients of UBS nor
for giving advice in relation to the Merger, the Admission or any other matter
referred to in this document.
Morgan Stanley is acting for Taylor Woodrow and no-one else in
connection with the Merger and will not regard any other person (whether or not
a recipient of this document) as its client in relation to the Merger and will
not be responsible for providing the protections afforded to the clients of
Morgan Stanley nor for giving advice in relation to the Merger or any matter
referred to in this document.
Dated 4 May 2007.
Contents
Page
Expected Timetable of Principal Events............................... 3
Relevant Documentation............................................... 3
Directors, Company Secretary, Registered Office and
Advisers............................................................. 4
Part I Letter From the Chairman of Taylor Woodrow PLC............. 5
Part II Additional Information..................................... 16
Definitions.......................................................... 18
Taylor Woodrow PLC-Notice of Extraordinary General Meeting........... 23
Expected Timetable of Principal Events
Latest time for lodging forms of proxy for Taylor Woodrow Extraordinary
General Meeting................................... 8.00 a.m. 27 May 2007
Taylor Woodrow Extraordinary General Meeting...... 8.00 a.m. on 29 May 2007
Scheme Meeting.................................... 10.30 a.m. on 4 June 2007
George Wimpey Extraordinary General Meeting........ 10.45 a.m. on 4 June 2007(1)
First Court hearing to sanction the Scheme......... 26 June 2007
Second Court hearing to confirm the Capital
Reduction.......................................... 2 July 2007
Scheme Record Time................................. 6.00 p.m. on 2 July 2007
Effective Date of the Scheme....................... 3 July 2007(2)
De-listing of George Wimpey Shares................. 3 July 2007(2)
Issue of Taylor Wimpey Shares...................... 3 July 2007(2)
Commencement of dealings on the London Stock
Exchange of Taylor Wimpey Shares 3 July 2007(2)
Crediting of Taylor Wimpey Shares to CREST
accounts........................................... 3 July 2007(2)
Latest date for despatch of share certificates in
respect of Taylor Wimpey Shares by 17 July 2007(2)
(1) Or as soon thereafter as the Scheme Meeting shall have concluded.
(2) These dates are indicative only and will depend, among other things,
on the date upon which the Conditions are either satisfied or (if capable of
waiver) waived and the dates upon which the Court sanctions the Scheme and
confirms the Capital Reduction.
All references in this document to times are to London time unless otherwise
stated.
Relevant Documentation
The Prospectus dated 4 May 2007, which accompanies this document,
sets out the basis on which Taylor Woodrow is entering into the Merger. It
includes information concerning the reasons for the Merger, the risk factors and
further details concerning Taylor Woodrow, the Taylor Woodrow Directors and the
Taylor Wimpey Shares. The Prospectus has also been sent to George Wimpey
Shareholders and is available for inspection in accordance with paragraph 6 of
Part II of this document. Paragraph 2 of Part II of this document sets out the
various sections of the Prospectus which are incorporated by reference into this
document.
Directors, Company Secretary, Registered Office
and Advisers
DIRECTORS
Norman Askew
Ian Smith
Peter Johnson
Mike Davies
Andrew Dougal
Katherine Innes Ker
Vernon Sankey
COMPANY SECRETARY REGISTERED OFFICE
Richard Morbey 2 Princes Way
Solihull
West Midlands B91 3ES
LEAD FINANCIAL ADVISER, SPONSOR AND JOINT BROKER LEGAL ADVISER TO THE COMPANY
AS TO ENGLISH LAW
UBS Limited Slaughter and May
1 Finsbury Avenue One Bunhill Row
London EC2M 2PP London EC1Y 8YY
JOINT FINANCIAL ADVISER AUDITORS TO THE COMPANY AND
AND JOINT BROKER REPORTING ACCOUNTANTS
Morgan Stanley Deloitte & Touche LLP
25 Cabot Square Hill House
Canary Wharf 1 Little New Street
London E14 4QA London EC4A 3TR
REGISTRARS AUDITORS TO GEORGE WIMPEY AND REPORTING ACCOUNTANTS
Capita Registrars PricewaterhouseCoopers LLP
Northern House 1 Embankment Place
Woodsome Park London WC2N 6RH
Fenay Bridge
Huddersfield HD8 0LA
Part I - Letter from the Chairman of Taylor Woodrow
TAYLOR WOODROW PLC
(Incorporated and registered in England and Wales under the Companies Act 1929
with registered number 00296805)
Directors: Registered and Head Office:
Norman Askew (Chairman) 2 Princes Way
Ian Smith (Chief Executive) Solihull
Peter Johnson (Finance Director) West Midlands
Mike Davies (Senior Independent Non-Executive Director) B91 3ES
Andrew Dougal (Non-Executive Director)
Katherine Innes Ker (Non-Executive Director)
Vernon Sankey (Non-Executive Director)
4 May 2007
Dear Shareholder,
Proposed merger with George Wimpey plc
1. Introduction
On 26 March 2007, the Boards of Taylor Woodrow and George Wimpey
announced that they had reached agreement on the terms of a recommended
all-share merger to create the UK's largest house building group, to be called
"Taylor Wimpey". The Merger is to be effected by way of a scheme of arrangement
under section 425 of the Companies Act and, subject to the satisfaction, or,
where appropriate, waiver, of the Conditions, it is expected that the Merger
will become Effective on 3 July 2007.
Owing to its size, the Merger requires the approval of Taylor
Woodrow Shareholders and, accordingly, the Taylor Woodrow Extraordinary General
Meeting has been convened for 8.00 a.m. on 29 May 2007 at Danesfield House
Hotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY. Resolutions are
also being proposed to ensure that there is sufficient authorised but unissued
share capital following the Merger in respect of which the Taylor Woodrow
Directors have authority to allot, to replenish the Company's authority to make
market purchases of Taylor Woodrow Shares, to change the name of Taylor Woodrow
to "Taylor Wimpey plc" and to increase the annual amount the Company may pay as
non-executive directors' fees. An explanation of the Resolutions to be proposed
at the meeting is set out in paragraph 12 below. The Taylor Woodrow Board
considers that the Resolutions are in the best interests of the Company and
unanimously recommends that Taylor Woodrow Shareholders vote in favour of the
Resolutions.
I am writing to you to give you further details of the Merger,
including the reasons for it, to explain why the Taylor Woodrow Board considers
it to be in the best interests of Taylor Woodrow and to seek your approval of
the Resolutions. Accompanying this document is the Prospectus which contains
further details of the Merger.
2. Summary of the terms of the Merger
Pursuant to the Merger, implementation of which is subject to the
Conditions and the full terms and conditions of which are set out in the Scheme
Document, Scheme Shareholders will be entitled to receive:
for each George Wimpey Share 1.3914 Taylor Wimpey Shares
This ratio is calculated by taking into account the share capital of
George Wimpey on a fully diluted basis.
Based on the Closing Price of Taylor Woodrow Shares on 2 May 2007,
the latest practicable date prior to the publication of this document, the
Merger values George Wimpey at approximately #2,749 million.
Immediately following the Effective Date, assuming that 564,974,438
Taylor Wimpey Shares to be issued pursuant to the Scheme had been issued and
that no Taylor Woodrow Shares are issued in the period from the publication of
this document to the Effective Date, it is expected that Taylor Woodrow
Shareholders will own approximately 51 per cent. and George Wimpey Shareholders
will own approximately 49 per cent. of the enlarged issued share capital of
Taylor Wimpey.
Fractions of Taylor Wimpey Shares will not be allotted or issued
pursuant to the Scheme. Fractional entitlements to Taylor Wimpey Shares will be
aggregated and sold in the market and the net proceeds of sale will be
distributed pro rata to persons entitled thereto.
Those Taylor Woodrow Shareholders who are on the register of Taylor
Woodrow Shareholders as at close of business on 25 May 2007 will be entitled to
receive and retain the Taylor Woodrow final dividend of 9.75 pence per Taylor
Woodrow Share in respect of the year ended 31 December 2006, payable on 2 July
2007.
The Taylor Wimpey Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Taylor Woodrow Shares in issue at
the time the Taylor Wimpey Shares are delivered pursuant to the Merger,
including the right to receive and retain dividends and other distributions (if
any) paid by reference to a record date after the Effective Date. Applications
will be made to the UK Listing Authority for the Taylor Wimpey Shares to be
admitted to the Official List and to the London Stock Exchange for the Taylor
Wimpey Shares to be admitted to trading on the London Stock Exchange's main
market for listed securities.
3. Information on the Taylor Woodrow Group and the George Wimpey Group
3.1 Taylor Woodrow Group
Taylor Woodrow has been building homes since 1921 and has operations
in the UK, North America, Spain and Gibraltar, and is engaged in residential and
mixed use property development and construction activities. Taylor Woodrow's
product range spans from affordable to executive homes and includes lifestyle
communities and luxury second homes.
For the year ended 31 December 2006, the Taylor Woodrow Group
reported turnover of #3,572.1 million (excluding joint ventures), operating
profit of #469.8 million, pre-tax profit of #405.6 million and net income of
#290.6 million. Taylor Woodrow reported net assets of #2,105.5 million as at 31
December 2006.
For the year ended 31 December 2006, the Taylor Woodrow Group
effected 13,165 home completions (out of which 8,294 were in the UK and 4,492
were in North America), with an average selling price of #207,000. As at 31
December 2006, the Taylor Woodrow Group had a total landbank of 68,662 plots,
out of which 34,827 were in the UK, 31,353 were in North America and 2,482 were
in Spain and Gibraltar. This equates to 4.2 years of supply in the UK and 4.4
years of supply in North America at 2006 volumes.
Investors should read the whole of this document and the sections of
the Prospectus listed in paragraph 2 of Part II of this document and not rely
solely on summarised financial information in this section.
3.2 George Wimpey Group
George Wimpey has been involved in construction-related activities
for over 125 years and has been building homes since the 1920s. It is the parent
of a group of dedicated house building companies with operations throughout the
UK and in the US. George Wimpey's residential offerings range from apartments
for first time buyers to compact townhouses to large detached family homes.
For the year ended 31 December 2006, the George Wimpey Group
reported turnover of #3,147.4 million (excluding joint ventures), operating
profit before exceptional items of #422.8 million, pre-tax profit pre
exceptional items of #370.9 million and net income pre exceptional items of
#256.0 million. George Wimpey reported net assets of #1,707.1 million as at 31
December 2006.
In 2006, the George Wimpey Group effected 17,963 completions (out of
which 13,616 were in the UK and 4,347 were in the US), with an average selling
price of #175,400 in the UK and an average selling price of $319,600 in the US.
As at 31 December 2006, the George Wimpey Group had a landbank of 76,736 plots,
out of which 57,999 were in the UK and 18,737 were in the US. This equates to
4.3 years worth of supply at 2006 volumes.
Investors should read the whole of this document and the sections of
the Prospectus listed in paragraph 2 of Part II of this document and not rely
solely on summarised financial information in this section.
4. Reasons for the Merger
The Board of Taylor Woodrow believes that the Merger has compelling
strategic and financial logic for both companies and offers shareholders the
opportunity to share in value upside going forward. The Merger creates a
combined business with significantly enhanced prospects in both the UK and the
US:
* the Taylor Wimpey Group will be the leading UK house builder in terms
of completions, will have a combined UK landbank of over 92,000 plots and is
expected to deliver margins in its UK business in line with the UK sector
average within the next three years; and
* the Taylor Wimpey Group will be strengthened in the US through the
combination of highly complementary operations across some of the most
attractive US markets.
The principal benefits of the Merger include:
* Margin growth in the UK
Both Taylor Woodrow and George Wimpey have significant potential on
a standalone basis to improve their underlying UK housing margins from current
levels and their respective strategies to deliver this improvement are very
closely aligned. George Wimpey's existing progress in this area is a clear
indication of the momentum and success of these initiatives and Taylor Woodrow's
own standalone potential is equally strong as the Taylor Woodrow Group captures
the benefits of a more complementary regional structure and build cost
efficiencies.
The Merger will both accelerate margin improvement and increase the
overall margin for both businesses, through a combination of:
* cost synergies-savings in the UK alone should result in a circa 1.5
percentage point improvement in UK margins;
* build costs-Taylor Wimpey will look to utilise George Wimpey's skills
in build cost management, which in 2006 achieved build costs of 51.4 per cent.
of revenue in the UK; and
* land costs-the Taylor Wimpey Group will benefit from the UK land
development skills of Taylor Woodrow's operations, which in 2006 had land costs
of 24.3 per cent. of UK revenue and had an average plot cost of approximately
#38,000 at year end.
The Taylor Woodrow Board is confident that the Merger will
accelerate the potential of the Taylor Wimpey Group to deliver a UK housing
margin in its UK business in line with the sector average within the next three
years.
* Economies of scale in the UK
The Merger should help secure the future growth of the Taylor Wimpey
Group by enhancing its ability to buy and develop significant parcels of land.
Through leveraging its increased scale, the Taylor Wimpey Group should be able
to achieve improved procurement terms and conditions whilst maximising supply
chain efficiency. The Taylor Wimpey Group will have a substantial, high quality
and more balanced combination of current and strategic landbank, and will be
better placed to succeed in a challenging planning environment in the UK.
* Future recovery and growth in the North American housing market
The Taylor Wimpey Group will benefit from the highly complementary
nature of the two businesses across some of the most attractive high growth
states in North America, particularly Florida, California, Arizona and Texas.
The product portfolio of the Taylor Wimpey Group will be enhanced by the broader
offering to the market through the Taylor Woodrow brand, and the mid-market
through George Wimpey's Morrison Homes brand.
In addition, the Taylor Wimpey Group will be better positioned to
benefit from any market recovery and will have the financial flexibility to take
advantage of acquisition opportunities as the cycle turns.
* Synergies
The Taylor Wimpey Group will focus on driving out costs from the
combined operations by delivering on its efficiency targets, rationalising
corporate costs and improving the collective procurement process. This is
expected to lead to pre-tax synergies significantly in excess of #70 million by
the end of the first full financial year following the Effective Date, at a
one-off cost of around #60 million, the majority of which will be incurred in
the current financial year.
These synergies are in addition to the previously announced cost
savings of #25 million in George Wimpey's UK business, and combined savings in
excess of US$20 million in the US in 2007.
* Balance sheet
The Taylor Wimpey Board intends to review the ongoing capital
requirements of the Taylor Wimpey Group and will communicate the conclusions of
this review before the end of 2007. This review will ensure that the
requirements for growth are balanced by a suitable capital structure. Surplus
capital, in excess of that required to deliver the business plan in a
sustainable way, will be returned to shareholders.
5. Dividend policy
Taylor Woodrow and George Wimpey have significantly increased the
dividends paid to shareholders over recent years, reflecting their confidence in
the long term growth potential of their respective businesses. As a reflection
of the improved strength and prospects of the Taylor Wimpey Group, versus either
company on a standalone basis, the Taylor Wimpey Board anticipates delivering
enhanced dividend growth.
6. Financial effects of the Merger
On a proforma basis and assuming the Merger had become Effective on
31 December 2006, the Taylor Wimpey Group would have had net assets of #4,854
million at that date (based on the net assets of Taylor Woodrow Group and George
Wimpey Group as at 31 December 2006) as more fully described in Part VIII of the
Prospectus which is incorporated by reference into this document.
The Merger is expected to be earnings enhancing for both Taylor
Woodrow Shareholders and George Wimpey Shareholders in the first full financial
year following the Effective Date, including synergies, excluding one-off
costs.(1)
(1) Nothing in this document should be interpreted to mean that the
future earnings per share of Taylor Wimpey will necessarily match or exceed the
historical earnings per share of Taylor Woodrow or George Wimpey.
7. Management and employees of the Taylor Wimpey Group
The Taylor Wimpey Group, upon completion of the Merger, will be
operated and managed by a management team formed from a combination of Taylor
Woodrow's and George Wimpey's existing management. The respective management
teams plan to work together to fully integrate the staff and operations of the
two groups and further develop their combined businesses. Both Taylor Woodrow
and George Wimpey recognise the valuable contributions of their respective
management and employees in delivering a successful business and share the view
that both teams will be critical to the success of the Taylor Wimpey Group going
forward.
As from the Effective Date, the Taylor Wimpey Board will comprise
the following members:
Name Role Current company
Norman Askew.................................. Chairman Taylor Woodrow
Peter Redfern................................. Chief Executive George Wimpey
Peter Johnson................................. Finance Director Taylor Woodrow
Ian Sutcliffe................................. UK Managing Director (Housing) George Wimpey
John Landrum.................................. North American President Taylor Woodrow
David Williams................................ Senior Independent Non-Executive Director George Wimpey
Mike Davies................................... Non-Executive Director Taylor Woodrow
Brenda Dean................................... Non-Executive Director George Wimpey
Andrew Dougal................................. Non-Executive Director Taylor Woodrow
Katherine Innes Ker........................... Non-Executive Director Taylor Woodrow
Anthony Reading............................... Non-Executive Director George Wimpey
The Boards of Taylor Woodrow and George Wimpey have confirmed to
each other that, following the Scheme becoming Effective, the existing
employment rights, including pension rights, of all employees of both Taylor
Woodrow and George Wimpey will be fully safeguarded.
As described in paragraph 4 of this Part I, the Taylor Wimpey Group
will focus on, amongst other things, rationalising corporate costs and improving
the collective procurement process. This is expected to result in redundancies
in both the UK and the US. Any such redundancies which result from the Merger
are expected to occur across the breadth of the Taylor Wimpey Group.
The corporate head office of the Taylor Wimpey Group will be located
in London. A new UK housing head office will be established and the North
American head office will be located in Bradenton, Florida. It is expected that
there will be, in due course following the Merger, a consolidation of certain
regional offices in the UK and the US.
8. Irrevocable undertakings
The Taylor Woodrow Directors have unanimously agreed to recommend
that Taylor Woodrow Shareholders vote in favour of the Resolutions to be
proposed at the Taylor Woodrow Extraordinary General Meeting relating to the
Merger as they have undertaken to do in respect of their own beneficial holdings
of 238,048 Taylor Woodrow Shares representing, in aggregate, approximately 0.04
per cent. of the existing issued share capital of Taylor Woodrow. These
undertakings will cease to be binding if: (i) the Scheme lapses or is withdrawn;
or (ii) the Scheme has not become Effective by 6.00 p.m. on the Long Stop Date.
The George Wimpey Directors have unanimously agreed to recommend
that George Wimpey Shareholders vote in favour of the resolutions relating to
the Merger to be proposed at the Scheme Meeting and the George Wimpey
Extraordinary General Meeting as they have undertaken to do in respect of their
own beneficial holdings of 300,108 George Wimpey Shares representing, in
aggregate, approximately 0.07 per cent. of the existing issued share capital of
George Wimpey. These undertakings will cease to be binding if: (i) the Scheme
lapses or is withdrawn; or (ii) the Scheme has not become Effective by 6.00 p.m.
on the Long Stop Date.
9. Merger Agreement
Taylor Woodrow and George Wimpey have entered into a Merger
Agreement in relation to the Merger which contains provisions regarding the
implementation of the Merger and certain assurances and confirmations between
the parties (including terms regarding the conduct of the businesses pending
completion of the Merger). The Merger Agreement also includes the following
provisions:
Non-solicitation arrangements
Taylor Woodrow and George Wimpey have undertaken, amongst other
things, not to, and to procure that members of their respective groups and their
respective directors, management and professional advisers shall not, solicit,
induce or initiate an Independent Competing Transaction.
Taylor Woodrow and George Wimpey have also undertaken to notify the
other immediately of any approach that is made to it or any other member of its
group or its directors, employees, advisers or agents in relation to an
Independent Competing Transaction and the material terms of such transaction and
to keep the other party informed as to the progress of such approach.
Mutual break fee arrangements
Taylor Woodrow has agreed to pay George Wimpey a break fee of
#24,469,000 or, in the case of the circumstance referred to in paragraph (D)
below, #12,234,500 (in each case inclusive of irrecoverable VAT) on the first to
occur of the following:
(A) an Independent Competing Transaction for Taylor Woodrow is announced
(whether or not on a pre-conditional basis) and the directors of Taylor Woodrow
announce their intention to or recommend that Taylor Woodrow Shareholders accept
such transaction;
(B) an Independent Competing Transaction for Taylor Woodrow is announced
(whether or not on a pre-conditional basis) and such transaction becomes or is
declared wholly unconditional or is otherwise completed;
(C) the recommendation by the directors of Taylor Woodrow to the Taylor
Woodrow Shareholders to vote in favour of the resolutions proposed at the Taylor
Woodrow Extraordinary General Meeting, at or prior to such meeting is withdrawn,
qualified or adversely amended;
(D) the Taylor Woodrow Shareholders fail to pass the resolutions necessary
to implement the Merger and proposed at the Taylor Woodrow Extraordinary General
Meeting; or
(E) George Wimpey terminates the Merger Agreement in accordance with its
terms following a breach by Taylor Woodrow of a term of the Merger Agreement
which has a material adverse effect on the Merger or its implementation.
George Wimpey has agreed to pay Taylor Woodrow a break fee of
#24,469,000 or, in the case of the circumstances referred to in paragraph (D)
below, #12,234,500 (in each case inclusive of irrecoverable VAT) on the first to
occur of the following:
(A) an Independent Competing Transaction for George Wimpey is announced
(whether or not on a pre-conditional basis) and the directors of George Wimpey
announce their intention to or recommend that George Wimpey Shareholders accept
such transaction;
(B) an Independent Competing Transaction for George Wimpey is announced
(whether or not on a pre-conditional basis) and such transaction becomes or is
declared wholly unconditional or is otherwise completed;
(C) the recommendation by the directors of George Wimpey to the George
Wimpey Shareholders to vote in favour of the resolutions to implement the Scheme
at the Scheme Meeting or the George Wimpey Extraordinary General Meeting is
withdrawn, qualified or adversely amended;
(D) the Scheme Shareholders fail to approve the Scheme at the Scheme
Meeting or George Wimpey Shareholders fail to approve the resolutions proposed
at the George Wimpey Extraordinary General Meeting; or
(E) Taylor Woodrow terminates the Merger Agreement in accordance with its
terms following a breach by George Wimpey of a term of the Merger Agreement
which has a material adverse effect on the Merger or its implementation.
Further details on the Merger Agreement are provided in
sub-paragraphs 10.5 of Part I and 8.1 of Part XI of the Prospectus.
10. Settlement, listing and dealing of New Taylor Woodrow Shares
Applications will be made to the UK Listing Authority and to the
London Stock Exchange for the Taylor Wimpey Shares to be issued in connection
with the Merger to be admitted to the Official List and to trading on the London
Stock Exchange's main market for listed securities. The Taylor Wimpey Shares are
expected to be issued on the Effective Date. It is expected that Admission will
become effective, and that dealings for normal settlement in the Taylor Wimpey
Shares will commence, on the date on which the Scheme becomes Effective.
11. Implementation of the Merger
It is intended that the Merger will be effected by means of a scheme
of arrangement under section 425 of the Companies Act (although Taylor Woodrow
and George Wimpey reserve the right to implement the Merger by way of Taylor
Woodrow making an Offer for the entire issued and to be issued share capital of
George Wimpey instead). The Scheme will involve an application by George Wimpey
to the Court to sanction the Scheme.
Upon the Scheme becoming Effective, George Wimpey will become a
wholly-owned subsidiary of Taylor Woodrow and it is intended that George Wimpey
be re-registered as a private limited company on the Effective Date.
The Scheme will be subject to the Conditions and the full terms and
conditions which are set out in the Scheme Document. The Conditions are
summarised in paragraph 9 of Part I of the Prospectus.
To become Effective, the Scheme requires the approval of Scheme
Shareholders by the passing of the resolution proposed at the Scheme Meeting.
The resolution must be approved by a majority in number present and voting,
either in person or by proxy, representing not less than 75 per cent. in value
of the Scheme Shares which are voted at the Scheme Meeting (or any adjournment
thereof). The Scheme also requires the passing of the resolutions necessary to
implement the Scheme at the George Wimpey Extraordinary General Meeting,
requiring the approval of George Wimpey Shareholders representing at least 75
per cent. of the votes cast at the George Wimpey Extraordinary General Meeting,
which will be held immediately after the Scheme Meeting.
Following the Scheme Meeting and the George Wimpey Extraordinary
General Meeting, the Scheme must be sanctioned and the Capital Reduction
confirmed by the Court, and will only become Effective on delivery to the
Registrar of Companies of:
(i) a copy of the First Court Order; and
(ii) a copy of the Second Court Order,
and in the case of the Second Court Order, it being registered by
the Registrar of Companies.
Upon the Scheme becoming Effective, it will be binding on all George
Wimpey Shareholders, irrespective of whether or not they attended or voted at
the Scheme Meeting or the George Wimpey Extraordinary General Meeting.
The formal documentation setting out details of the Merger,
including the Scheme Document setting out the procedures to be followed to
approve the Scheme and the Prospectus relating to Taylor Woodrow and the Taylor
Wimpey Shares, is being posted to George Wimpey Shareholders today.
As stated above, Taylor Woodrow and George Wimpey reserve the right
to implement the Merger by way of an Offer. In such event, the Merger will be
implemented on the same terms (subject to appropriate amendments including
(without limitation) an acceptance condition set at 90 per cent. of the shares
to which the Merger relates or such other percentage as may be required by the
Panel and subject to availability of an exemption from the registration
requirements of the US Securities Act and such amendments that Taylor Woodrow
deems necessary or appropriate in respect of US securities laws), so far as
applicable, as those which would apply to the implementation of the Merger by
means of the Scheme.
12. Taylor Woodrow Extraordinary General Meeting and Resolutions
The notice convening the Taylor Woodrow Extraordinary General
Meeting, at which the Resolutions will be proposed, is set out at the end of
this document. The full text of the Resolutions is set out in the notice.
The implementation of the Merger is conditional upon the passing of
the first resolution set out in the notice.
Resolution 1
Resolution 1 will be proposed as an ordinary resolution requiring a
simple majority of votes in favour. The Merger will not proceed if Resolution 1
is not passed.
Resolution 1 proposes that:
* the Merger be approved and the Taylor Woodrow Directors be authorised
to implement the Merger;
* the authorised share capital of the Company be increased from
820,000,000 to 1,384,974,438 Taylor Woodrow Shares by the creation of
564,974,438 Taylor Woodrow Shares. This number of Taylor Woodrow Shares
represents an increase of approximately 69 per cent. of the authorised share
capital of the Company as at 2 May 2007, the latest practicable date prior to
publication of this document. The purpose of this authority is to enable the
Company to allot up to 564,974,438 new Taylor Woodrow Shares in connection with
the Merger; and
* the Taylor Woodrow Directors be authorised to allot Taylor Woodrow
Shares in connection with the Merger up to an aggregate nominal amount of
#141,243,609.50 (representing, in aggregate, 564,974,438 new Taylor Woodrow
Shares). This authority will expire on 1 December 2007 and is in addition to any
subsisting authorities to allot shares in the Company. These new Taylor Woodrow
Shares represent approximately 97 per cent. of the issued share capital of the
Company (excluding shares held in treasury) as at 2 May 2007, the latest
practicable date before the publication of this document.
Resolution 2
Resolution 2 will be proposed as an ordinary resolution requiring a
simple majority of votes in favour. The Merger is not conditional on the passing
of this resolution.
Resolution 2 proposes that:
* conditional upon the Merger becoming Effective, the authorised share
capital of the Company be increased by the creation of a further 615,025,562
Taylor Woodrow Shares. The purpose of this authority is to create sufficient
headroom of unissued share capital for the Company's purposes generally
following the Merger. If this resolution 2 is passed, the total increase in
authorised share capital sought by resolutions 1 and 2 taken together will
represent an increase of approximately 59 per cent. of the enlarged authorised
share capital of the Company following the Merger; and
* conditional upon the Merger becoming Effective, the Taylor Woodrow
Directors be authorised to allot Taylor Woodrow Shares in addition to the amount
described under resolution 1 above, up to an aggregate nominal amount of
#46,127,715 (representing, in aggregate, 184,510,860 Taylor Woodrow Shares).
This authority will expire at the conclusion of the Company's annual general
meeting in 2008 and is in addition to any subsisting authorities to allot shares
in the Company.
At the Company's annual general meeting on 2 May 2007, an ordinary
resolution was passed granting the Taylor Woodrow Directors the authority to
allot relevant securities up to an aggregate nominal amount of #48,493,087
(representing, in aggregate, 193,972,348 Taylor Woodrow Shares), such authority
to expire at the conclusion of the Company's annual general meeting in 2008.
Accordingly, if resolution 2 is passed:
* the Company will have 840,848,141 authorised but unissued Taylor
Woodrow Shares following the Merger (excluding for these purposes 12,233,047
Shares held in treasury); and
* the Taylor Woodrow Directors will have the authority to allot Taylor
Woodrow Shares up to an aggregate nominal amount of #94,620,802 (representing,
in aggregate, 378,483,208 Taylor Woodrow Shares) which would represent
approximately 33 per cent. of the enlarged issued share capital of Taylor
Woodrow (excluding treasury shares) immediately following the Effective Date,
assuming, in each case, that the maximum number of 564,974,438 new
Taylor Woodrow Shares are issued pursuant to the Merger and that no Taylor
Woodrow Shares are issued in the period from publication of this document to the
Effective Date.
The Taylor Woodrow Directors have no present intention to exercise
the authority sought under resolution 2.
Resolution 3
Resolution 3 will be proposed as an ordinary resolution requiring a
simple majority of votes in favour. The Merger is not conditional on the passing
of this resolution.
Resolution 3 proposes, subject to the Merger becoming Effective, to
increase the total amount which may be paid in respect of non-executive
directors' fees under article 99 of the Company's articles of association to
#1,000,000 per annum.
This increase is felt necessary given the proposed additions to the
Taylor Woodrow Board and to ensure that the Company continues to be able to pay
fees to its non-executive directors which reflect market rates.
Resolution 4
Resolution 4 will be proposed as a special resolution requiring a 75
per cent. majority of the votes in favour. The Merger is not conditional on the
passing of this resolution.
Resolution 4 proposes, subject to the Merger becoming Effective, to
add to the Company's authority to purchase some of its ordinary shares in the
market which authority was renewed at the Company's annual general meeting on 2
May 2007. Any purchases made under this authority would be made in one or more
tranches and would be limited in aggregate to such number of Taylor Woodrow
Shares so that when taken together with the authority granted at the Company's
annual general meeting on 2 May 2007, the Company's authority to purchase its
shares would be limited in aggregate to approximately ten per cent. of the
enlarged issued share capital of the Company (excluding treasury shares)
immediately following the Effective Date (assuming that the maximum number of
564,974,438 new Taylor Woodrow Shares are issued pursuant to the Merger and that
no Taylor Woodrow Shares are issued in the period from the publication of this
document to the Effective Date).
The maximum price to be paid on any exercise of the authority would
not exceed 105 per cent. of the average of the middle market quotations for
Taylor Woodrow Shares for the five Business Days immediately preceding the date
of the purchase.
As at 2 May 2007, the latest practicable date before the publication
of this document, the total number of options to subscribe for Taylor Woodrow
Shares which may give rise to the issue of new Taylor Woodrow Shares was
6,791,943. This figure represents:
* approximately 0.6 per cent. of the Company's enlarged issued share
capital (excluding treasury shares) immediately following the Effective Date;
and
* if both the authority to buy back shares granted at the annual general
meeting on 2 May 2007 and the authority to buy back shares sought under
resolution 4 were used in full, approximately 0.7 per cent. of the Company's
enlarged issued share capital (excluding treasury shares) immediately following
the Effective Date,
in each case assuming that the maximum number of 564,974,438 new
Taylor Woodrow Shares are issued pursuant to the Merger and that no Taylor
Woodrow Shares are issued in the period from publication of this document to the
Effective Date.
Whilst the Taylor Woodrow Director have no present plans as such to
exercise the power which this authority would confer, this authority may be used
in conjunction with any return of capital to the Company's shareholders decided
upon in the future. The Taylor Woodrow Directors would only exercise such power
to purchase shares when satisfied that any purchase would have a beneficial
effect on earnings per share and/or on net assets per share and generally that
it would be in shareholders' interests to exercise this power. This authority
will expire at the conclusion of the annual general meeting of the Company in
2008.
If the Company were to purchase any of its own shares pursuant to
the authorisation conferred by this resolution, it would consider holding them
as treasury shares, provided that the number of shares held in treasury shall
not at any one time exceed ten per cent. of the Company's issued share capital
held by shareholders other than the Company.
Resolution 5
Resolution 5 will be proposed as a special resolution requiring a 75
per cent. majority of votes in favour. The Merger is not conditional on the
passing of this resolution.
Resolution 5 approves, subject to the Merger becoming Effective, a
change of the Company's corporate name to "Taylor Wimpey plc".
13. Number of issued shares and voting rights
As at 2 May 2007, the latest practicable date prior to the
publication of this document, the Company's issued share capital consisted of
594,177,421 Taylor Woodrow Shares of which 12,233,047 shares were held in
treasury. The total number of voting rights in the Company as at 2 May 2007 was
the net of these two figures, that is 581,944,374.
14. Action to be taken
You will find enclosed with this document a Form of Proxy for use at
the Taylor Woodrow Extraordinary General Meeting or at any adjournment thereof.
You are requested to complete and sign the Form of Proxy whether or not you
propose to attend the Taylor Woodrow Extraordinary General Meeting in person in
accordance with the instructions printed on it and return it as soon as
possible, but in any event so as to be received no later than 8.00 a.m. on 27
May 2007, by the Company's registrars, Capita Registrars at Proxy Processing
Centre, Telford Road, Bicester OX26 4LD or by hand (during normal business
hours) to The Registry, 34 Beckenham Road, Beckingham, Kent BR3 4TU.
Alternatively, you may give proxy instructions by logging on to
www.taylorwoodrow.com, such proxy instruction to be received by Capita
Registrars no later than 8.00 a.m. on 27 May 2007.
CREST members may also choose to utilise the CREST electronic proxy
appointment service in accordance with the procedures set out in the notice
convening the Taylor Woodrow Extraordinary General Meeting at the end of this
document. The lodging of the Form of Proxy (or the electronic appointment of a
proxy) will not preclude you from attending and voting at the meeting in person
if you so wish.
15. Further information
Your attention is drawn to the further information set out in Part
II of this document. You should also read the sections of the Prospectus listed
in paragraph 2 of Part II of this document and, in particular, the risk factors
set out in the section headed "Risk factors" on pages 11 to 21 of the
Prospectus.
16. Recommendation
The Taylor Woodrow Board, which has received financial advice from
UBS and Morgan Stanley, considers that the Merger is fair and reasonable. In
providing advice to the Taylor Woodrow Board, UBS and Morgan Stanley have relied
on the Taylor Woodrow Board's commercial assessments of the Merger.
The Taylor Woodrow Board believes that the Resolutions and the
Merger are in the best interests of Taylor Woodrow and Taylor Woodrow
Shareholders as a whole. Accordingly, the Taylor Woodrow Board unanimously
recommends that Taylor Woodrow Shareholders vote in favour of the Resolutions to
be put to the Extraordinary General Meeting of Taylor Woodrow as they intend to
do in relation to their own individual holdings which amount in aggregate to
238,048 Taylor Woodrow Shares, representing approximately 0.04 per cent. of the
existing issued share capital of Taylor Woodrow as at 2 May 2007, the latest
practicable date prior to posting of this document.
Yours faithfully,
Norman Askew
Chairman
Part II - Additional Information
1. Responsibility
The Taylor Woodrow Directors, whose names appear on page 5 of this
document, accept responsibility for the information contained in this document.
To the best of the knowledge and belief of the Taylor Woodrow Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information.
2. Relevant Documentation
The following disclosures in the Prospectus are incorporated by
reference into this document:
Information Sections of the Prospectus Page
incorporated number
by reference into this
document
Information on Taylor Woodrow
Risk factors relating to Taylor Woodrow business Risk factors 11 - 21
Trend information relating to the Taylor Woodrow Group business Paragraph 4 of Part II 36
Service contracts of the Taylor Woodrow Directors and the proposed directors Paragraph 7 of Part X 178
Details of the Taylor Woodrow Directors' interests in
Taylor Woodrow Shares Paragraph 6 of Part X 176
The major interests in Taylor Woodrow Shares Paragraph 4 of Part XI 201
Related party transactions Paragraph 7 of Part XI 215
Details of material contracts Paragraph 8 of Part XI 215
Details of material litigation Paragraph 11 of Part XI 220
The significant change statement of Taylor Woodrow Paragraph 14 of Part XI 222
Information on George Wimpey
Risk factors relating to George Wimpey's business Risk factors 11 - 21
Trend information relating to George Wimpey's business Paragraph 9 of Part III 46
Financial information relating to George Wimpey Part VII 77 - 167
Related party transactions Paragraph 7 of Part XI 215
Details of material contracts Paragraph 8 of Part XI 215
Details of material litigation Paragraph 11 of Part XI 220
The significant change statement of George Wimpey Paragraph 14 of Part XI 222
Pro forma statement of the Taylor Wimpey Group
Pro forma statement of the Taylor Wimpey Group Part VIII 168 - 169
Accountant's report on the pro forma statement of the
Taylor Wimpey Group Part VIII 170 - 171
Information on the Taylor Wimpey Group
Risk factors relating to the Taylor Wimpey Group's business Risk factors 11 - 21
Trend information relating to the Taylor Wimpey Group Paragraph 4 of Part II 36
Conditions
Summary of the Conditions Paragraph 9 of Part I 27
Sources
Sources and bases Paragraph 12 of Part XI 221
3. The Taylor Wimpey Shares
The Taylor Wimpey Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Taylor Woodrow Shares in issue at
the time the Taylor Wimpey Shares are delivered pursuant to the Merger,
including the right to receive and retain dividends and other distributions (if
any) paid by reference to a record date after the Effective Date.
The Taylor Wimpey Shares will not be, and are not required to be,
registered with the SEC under the US Securities Act, in reliance on the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) of that act.
4. Working capital
Taylor Woodrow is of the opinion that, taking account of available
facilities, the working capital available to the Taylor Wimpey Group is
sufficient for its present requirements, that is, for at least the next 12
months from the date of the publication of this document.
5. Consents
UBS, whose address is 1 Finsbury Avenue, London EC2M 2PP has given
and has not withdrawn its written consent to the inclusion in this document of
references to its name in the form and context in which they appear.
Morgan Stanley, whose address is 25 Cabot Square, Canary Wharf,
London E14 4QA has given and has not withdrawn its written consent to the
inclusion in this document of references to its name in the form and context in
which they appear.
Deloitte & Touche LLP, whose address is Hill House, 1 Little New
Street, London EC4A 3TR has given and has not withdrawn its written consent to
the incorporation by reference in this document of its report set out in Part
VIII of the Prospectus in the form and context in which it is included.
6. Documents available for inspection
Copies of all the documents referred to in paragraph 17 of Part XI
of the Prospectus and the written consents referred to in paragraph 5 above will
be available for inspection at the following addresses during normal business
hours on each Business Day from the date of this document up to and including
the date of Admission:
(A) the registered office of Taylor Woodrow; and
(B) the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY.
They will also be available for inspection at Danesfield House
Hotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY from at least 15
minutes prior to the Taylor Woodrow Extraordinary General Meeting until the
conclusion of that meeting.
Dated 4 May 2007
Definitions
The following definitions apply throughout this document unless the
context otherwise requires:
"Admission" means the admission of the Taylor Wimpey Shares to the Official List, in accordance
with the Listing Rules, and the admission of the Taylor Wimpey Shares to trading on the
London Stock Exchange's main market for listed securities in accordance with the
Admission and Disclosure Standards;
"Admission and Disclosure means the requirements contained in the publication "Admission and Disclosure
Standards" Standards" (as amended from time to time) containing, amongst other things, the
admission requirements to be observed by companies seeking admission to trading on the
London Stock Exchange's main market for listed securities;
"Board(s)" means the Taylor Woodrow Board and/or the George Wimpey Board (as the case may be);
"Business Day" means a day (other than a Saturday or Sunday or public holiday) on which banks are open
for business in London;
"Capital Reduction" means the proposed reduction of George Wimpey's share capital in connection with the
Merger under section 135 of the Companies Act;
"City Code" means the City Code on Takeovers and Mergers;
"Closing Price" means the closing middle market price of a relevant share as derived from SEDOL on any
particular day;
"Companies Act" means the Companies Act 1985 but shall be construed as a reference to the same as it
may have been, or may from time to time be, amended, modified or re-enacted;
"Company" or "Taylor Woodrow" means Taylor Woodrow plc;
"Conditions" means the conditions to the implementation of the Merger which are summarised in
paragraph 9 of Part I of the Prospectus and which are set out in full in Part 3 of the
Scheme Document;
"Court" means the High Court of Justice in England and Wales;
"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which
CRESTCo is the operator (as defined in the CREST Regulations);
"CRESTCo" means CRESTCo Limited, the operator of CREST;
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended;
"Effective" means:
(i) if the Merger is implemented by way of the Scheme, the Scheme having become
effective pursuant to its terms; or
(ii) if the Merger is implemented by way of an Offer, such Offer having been
declared or become unconditional in all respects in accordance with the requirements of
the City Code;
"Effective Date" means the date on which the Merger becomes Effective which is expected to take place on
3 July 2007;
"First Court Order" means the order of the Court sanctioning the Scheme under section 425 of the Companies
Act;
"George Wimpey" means George Wimpey plc;
"George Wimpey Board" means the board of directors of George Wimpey;
"George Wimpey Directors" means the directors of George Wimpey;
"George Wimpey Extraordinary means the extraordinary general meeting of George Wimpey Shareholders to be convened
General Meeting" for the purposes of considering and, if thought fit, approving certain resolutions
required to implement the Scheme (including any adjournment thereof);
"George Wimpey Group" means George Wimpey, and its subsidiaries and subsidiary undertakings;
"George Wimpey Shareholders" means the holders of George Wimpey Shares;
"George Wimpey Shares" means the ordinary shares of 25 pence each in the capital of George Wimpey;
"Independent Competing means:
Transaction"
(a) a proposed offer, merger, acquisition, scheme of arrangement, recapitalisation
or other business combination involving the possible change of control of George Wimpey
or Taylor Woodrow which, if accepted in full, would result in the offeror holding
shares carrying over 50 per cent. of the voting rights of George Wimpey or Taylor
Woodrow, as the case may be, and which is made by or with a party which is not acting
in concert with George Wimpey or Taylor Woodrow;
(b) an offer, proposal or approach from any party to acquire all or a substantial
part of its share capital or a substantial part of value of its assets or of any
material member of its group; or
(c) an offer, proposal or approach from any party with a view to undertaking a
transaction which would be an alternative to the Merger;
"Listing Rules" means the rules and regulations of the UKLA, as amended from time to time and contained
in the UKLA's publication of the same name;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means the date falling 120 days after the date on which the Scheme Document is posted
(or such later time or date as Taylor Woodrow and George Wimpey may agree, with the
approval of the Court and/or the Panel if required);
"Merger" means the merger of George Wimpey and Taylor Woodrow to be implemented by way of scheme
of arrangement pursuant to section 425 of the Companies Act or, if so agreed between
Taylor Woodrow and George Wimpey, by an Offer, and where the context so permits
references to an Offer shall mean whether made by way of scheme of arrangement or an
Offer;
"Merger Agreement" means the agreement entered into by Taylor Woodrow and George Wimpey on 25 March 2007
which includes, amonst other things, the break fee and non-solicitation arrangements
between the parties and whereby the parties agreed to take certain steps to implement
the Merger and record their respective obligations relating to such matters;
"Morgan Stanley" means Morgan Stanley & Co. Limited;
"Offer" means a takeover offer as that term is defined in section 974 of the Companies Act
2006;
"Official List" means the official list of the UKLA;
"Panel" means the Panel on Takeovers and Mergers;
"pence" and "#" means the lawful currency of the United Kingdom;
"Prospectus" means the prospectus prepared by Taylor Woodrow in connection with the Admission
published on the date of this document;
"Prospectus Rules" means the rules for the purposes of Part VI of the Financial Services and Markets Act
2000 in relation to offers of securities to the public and the admission of securities
to trading on a regulated market;
"Registrar of Companies" means the Registrar of Companies in England and Wales, within the meaning of the
Companies Act;
"Resolutions" means the resolutions set out in the notice convening the Taylor Woodrow Extraordinary
General Meeting set out at the end of this document;
"Scheme" means the proposed scheme of arrangement of George Wimpey under section 425 of the
Companies Act to implement the Merger with or subject to any modification, addition or
condition approved or imposed by the Court and/or agreed by Taylor Woodrow and George
Wimpey;
"Scheme Document" means the document dispatched to George Wimpey Shareholders in relation to the Scheme
comprising the particulars required by section 426 of the Companies Act;
"Scheme Meeting" means the meeting of the Scheme Shareholders to be convened by an order of the Court
under section 425 of the Companies Act to consider and, if thought fit, approve the
Scheme (with or without amendment) and any adjournment thereof;
"Scheme Shareholder" means a holder of a Scheme Share;
"Scheme Shares" means:
(a) the existing unconditionally issued George Wimpey Shares at the date of the
Scheme Document;
(b) any further George Wimpey Shares which are unconditionally issued after the date
of the Scheme Document but before the Scheme Voting Record Time; and
(c) any George Wimpey Shares issued at or after the Scheme Voting Record Time and
before 6.00 p.m. on the day before the date on which the Second Court Order is made
confirming the Capital Reduction in respect of which the original or any subsequent
holders thereof are, or shall have agreed in writing to be, bound by the Scheme;
in each case other than any George Wimpey Shares beneficially owned by Taylor Woodrow;
"Scheme Voting Record Time" means 6.00 p.m. on the day which is two days before the Scheme Meeting or, if the
Scheme Meeting is adjourned, 6.00 p.m. on the second day before the date of such
adjourned meeting;
"SEC" means the US Securities and Exchange Commission;
"Second Court Order" means the order of the Court confirming the Capital Reduction;
"SEDOL" means the London Stock Exchange Daily Official List;
"subsidiary" and "subsidiary have the meanings ascribed to them under the Companies Act;
undertaking"
"Taylor Wimpey" means Taylor Woodrow following its change of name on or around the Effective Date to
Taylor Wimpey plc;
"Taylor Wimpey Board" means the board of directors of Taylor Wimpey;
"Taylor Wimpey Group" means, with effect from the Effective Date, the Taylor Woodrow Group (including the
George Wimpey Group);
"Taylor Wimpey Shares" means the new Taylor Woodrow Shares proposed to be issued, credited as fully paid up to
Scheme Shareholders pursuant to the Merger;
"Taylor Woodrow" or the means Taylor Woodrow plc;
"Company"
"Taylor Woodrow Board" means the board of directors of Taylor Woodrow;
"Taylor Woodrow Directors" means the directors of Taylor Woodrow;
"Taylor Woodrow Extraordinary means the extraordinary general meeting of Taylor Woodrow to be held at 8.00 a.m. on 29
General Meeting" May 2007 (and any adjournment thereof) for the purposes of considering and, if thought
fit, approving the Resolutions;
"Taylor Woodrow Group" means Taylor Woodrow, its subsidiaries and subsidiary undertakings;
"Taylor Woodrow Shareholders" means the holders of Taylor Woodrow Shares;
"Taylor Woodrow Shares" means the ordinary shares of 25 pence each in the capital of Taylor Woodrow;
"UBS" means UBS Limited;
"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;
"UK Listing Authority" or means the United Kingdom Financial Services Authority in its capacity as the competent
"UKLA" authority for the purposes of Part VI of the Financial Services and Markets Act 2000;
"United States" or "US" means the United States of America, its territories and possessions, any State in the
United States of America and the District of Columbia; and
"US Securities Act" means the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
All references to legislation in this document are to the
legislation of England and Wales unless the contrary is indicated. Any reference
to any provision of any legislation shall include any amendment, modification,
re-enactment or extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the feminine or
neutral gender.
TAYLOR WOODROW PLC
(Incorporated and registered in England and Wales under the Companies Act 1929
with registered number 00296805)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of
Taylor Woodrow plc (the "Company") will be held at Danesfield House Hotel,
Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY at 8.00 a.m. on 29 May
2007 for the purpose of considering and, if thought fit, passing the following
resolutions, of which resolutions 1, 2 and 3 will be proposed as ordinary
resolutions and resolutions 4 and 5 will be proposed as a special resolution:
ORDINARY RESOLUTIONS
Resolution 1:
THAT:
(A) the proposed merger (the "Merger") with George Wimpey plc ("George
Wimpey"), whether implemented by way of scheme of arrangement pursuant to
section 425 of the Companies Act 1985 (the "Scheme") or takeover offer (the
"Offer") made by or on behalf of the Company for the entire issued share capital
of George Wimpey, substantially on the terms and subject to the conditions set
out in the circular to shareholders of the Company outlining the Merger and the
prospectus prepared by the Company in connection with the Admission (as defined
below) each dated 4 May 2007 (a copy of each of which is produced to the Meeting
and signed for identification purposes by the chairman of the meeting) be and is
hereby approved and the directors of the Company (the "Directors") (or any duly
constituted committee thereof) be authorised (1) to take all such steps as may
be necessary or desirable in connection with, and to implement, the Merger; and
(2) to agree such modifications, variations, revisions or amendments to the
terms and conditions of the Merger (provided such modifications, variations,
revisions or amendments are not material), and to any documents relating
thereto, as they may in their absolute discretion think fit; and
(B) subject further to the Scheme becoming effective (save for the
delivery of the orders of the High Court of Justice in England and Wales
sanctioning the Scheme and confirming the reduction of capital of George Wimpey
to the Registrar of Companies in England and Wales (the "Court Sanction"), the
registration of such orders by the Registrar of Companies in England and Wales
(the "Registration"), and the admission of the ordinary shares of nominal value
of 25 pence each to be issued in connection with the Merger to the Official List
of the UK Listing Authority and to trading on the main market of the London
Stock Exchange plc ("Admission")), or, as the case may be, the Offer becoming or
being declared wholly unconditional (save only for Admission), the authorised
share capital of the Company be and is hereby increased from #205,000,000 to
#346,243,609.50 by the creation of 564,974,438 new ordinary shares of nominal
value of 25 pence each in the Company; and
(C) subject further to the Scheme becoming effective (save for the Court
Sanction, the Registration and Admission), or, as the case may be, the Offer
becoming or being declared wholly unconditional (save only for Admission),
pursuant to section 80 of the Companies Act 1985, and in addition to any
previously existing authority conferred upon the Directors under that section,
the Directors be and are hereby authorised unconditionally to allot relevant
securities (as defined in the said section 80) in connection with the Merger up
to an aggregate nominal amount of #141,243,609.50, which authority shall expire
at the conclusion of the annual general meeting of the Company in 2008, save
that the Company may allot relevant securities in connection with the Merger
pursuant to any agreement entered into at any time prior to such expiry (whether
before or after the passing of this resolution) which would or might require
relevant securities to be allotted after such expiry and the Directors may allot
relevant securities in pursuance of such agreement as if the authority conferred
hereby had not expired.
Resolution 2:
THAT:
(A) subject to the Scheme becoming effective, or as the case may be, the
Offer becoming or being declared wholly unconditional, the authorised share
capital of the Company be and is hereby increased from #346,243,609.50 to
#500,000,000 by the creation of 615,025,562 new ordinary shares of nominal value
of 25 pence each in the Company; and
(B) subject to the Scheme becoming effective, or as the case may be, the
Offer becoming or being declared wholly unconditional, pursuant to section 80 of
the Companies Act 1985, and in addition to the amount set out in paragraph (C)
of resolution 1 and any previously existing authority conferred upon the
Directors under that section, the Directors be and are hereby authorised
unconditionally to allot relevant securities (as defined in the said section 80)
up to an aggregate nominal amount of #46,127,715, which authority shall expire
at the conclusion of the annual general meeting of the Company in 2008, save
that the Company may allot relevant securities pursuant to any agreement entered
into at any time prior to such expiry (whether before or after the passing of
this resolution) which would or might require relevant securities to be allotted
after such expiry and the Directors may allot relevant securities in pursuance
of such agreement as if the authority conferred hereby had not expired.
Resolution 3:
THAT, subject to the Scheme becoming effective, or as the case may
be, the Offer becoming or being declared wholly unconditional, the total amount
which may be paid in respect of directors' fees under article 99 of the
Company's articles of association be increased to #1,000,000 per annum.
SPECIAL RESOLUTIONS
Resolution 4:
THAT, subject to the Scheme becoming effective or, as the case may
be, the Offer becoming or being declared wholly unconditional, the Company be
and is hereby generally and unconditionally authorised to make market purchases
(within the meaning of section 163(3) of the Companies Act 1985) of ordinary
shares of 25 pence each of the Company (such authority to be in addition to any
existing authority to make such market purchases), provided that:
(i) the maximum number of ordinary shares hereby authorised to be
purchased shall be 55,276,873;
(ii) the minimum price which may be paid for ordinary shares is 25 pence
per ordinary share;
(iii) the maximum price (exclusive of expenses) which may be paid for an
ordinary share is an amount equal to 105 per cent. of the average of the middle
market quotations for an ordinary share (as derived from the London Stock
Exchange plc's Daily Official List) for the five business days immediately
preceding the date on which such ordinary share is purchased; and
(iv) the authority hereby conferred shall expire at the earlier of 28
November 2008 and the conclusion of the annual general meeting of the Company in
2008 unless such authority is renewed prior to such time save that the Company
may make contracts to purchase ordinary shares under the authority hereby
conferred which will or may be executed wholly or partly after the expiry of
such authority, and may purchase ordinary shares in pursuance of any such
contracts as if the authority conferred by this resolution had not expired.
Resolution 5:
THAT, subject to the Scheme becoming effective, or, as the case may
be, the Offer becoming or being declared wholly unconditional, the Company be
renamed "Taylor Wimpey plc".
4 May 2007
By order of the Directors
Richard Morbey
Company Secretary
Registered No. 00296805
Registered office: 2 Princes Way
Solihull
West Midlands
B91 3ES
Notes:
1. A member of the Company entitled to attend and vote at the meeting
may appoint a proxy or proxies to attend and, on a poll or a show of hands, vote
instead of him and a Form of Proxy is enclosed for the use of members unable to
attend the meeting. On a show of hands, a proxy has not more than one vote even
if he is also a member or is a proxy for more than one member. Members who have
lodged Forms of Proxy are not thereby prevented from attending the meeting and
voting in person if they so wish. A proxy need not be a member of the Company.
2. To be effective, the Form of Proxy (together with any power of
attorney or other authority under which it is signed or a notarially certified
copy of such power or authority) must be received by Capita Registrars at Proxy
Processing Centre, Telford Road, Bicester OX26 4LD or, if delivered by hand
(during normal business hours) to The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU no later than 48 hours before the time appointed for the holding of
the meeting or adjourned meeting.
3. Any proxy instructions given by logging on to www.taylorwoodrow.com
must be received by Capita Registrars no later than 48 hours before the time
appointed for the holding of the meeting or adjourned meeting.
4. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that only those members entered on the
register of members of the Company at 6.00 p.m. (London time) on the day two
days before the meeting or, in the event that this meeting is adjourned, in the
register of members as at 6.00 p.m. (London time) on the day two days before the
date of any adjourned meeting shall be entitled to attend and vote at the
relevant meeting in respect of the number of ordinary shares registered in their
names at such time. Changes to the entries on the register of members after this
time, or in the event that this meeting is adjourned, in the register of members
after 6.00 p.m. (London time) on the day two days before the date of the
adjourned meeting shall be disregarded in determining the rights of any person
to attend or vote at the meeting or any adjourned meeting.
5. CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so for the purpose of this
meeting and any adjournment(s) thereof by using the procedures described in the
CREST Manual. CREST personal members or other CREST-sponsored members who have
appointed a voting service provider(s) should refer to their CREST sponsor or
voting service provider(s), who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction")
must be properly authenticated in accordance with CRESTCo's specifications and
must contain the information required for such instructions, as described in the
CREST Manual. The message must be transmitted so as to be received by the
Company's registrars, Capita Registrars (CREST participant RA10) not later than
48 hours before the time appointed for the meeting. For this purpose, the time
of receipt will be taken to be the time (as determined by the timestamp applied
to the message by the CREST Applications Host) from which the Company's agent is
able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST.
CREST members and, where applicable, their CREST sponsors or voting
service provider(s) should note that CRESTCo does not make available special
procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting service provider(s) are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST
system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPEADSLELXXEFE
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