Result of EGM
May 29 2007 - 4:44AM
UK Regulatory
RNS Number:3294X
Taylor Woodrow PLC
29 May 2007
29 May 2007
Merger of Taylor Woodrow and George Wimpey to create Taylor Wimpey, the largest
UK Housebuilder
Announcement of Results of Extraordinary General Meeting
Taylor Woodrow plc ("Taylor Woodrow" or the "Company") announces that at the
Taylor Woodrow Extraordinary General Meeting (the "EGM") held earlier today for
Taylor Woodrow Shareholders to approve the proposed all-share merger (the "
Merger") with George Wimpey Plc ("George Wimpey") to create Taylor Wimpey plc,
and certain associated resolutions, all the resolutions put to the EGM were
approved by the Company's shareholders.
All resolutions proposed at the EGM were carried on a show of hands.
Information on the proxy votes lodged for resolutions passed at the EGM are set
out below and will be shortly displayed on Taylor Woodrow's website at http://
www.taylorwoodrow.com/Homepage/InvestorRelations/ShareholderInformation/EGM.
On 17 May 2007, the Office of Fair Trading announced its decision not to refer
the Merger to the Competition Commission, thereby satisfying the condition to
the implementation of the Merger in this respect.
Completion of the Merger remains subject to the satisfaction or (if capable of
waiver) waiver of the remaining Conditions as set out in Part 3 of the Scheme
Document dated 4 May 2007 sent to George Wimpey Shareholders, including, among
other things, the approval by George Wimpey Shareholders of the Scheme and the
Scheme Meeting and of the resolutions in connection with the Scheme at the
George Wimpey Extraordinary General Meeting and the sanction of the Scheme by
the High Court.
The expected timetable for the implementation of the Merger is as follows:
Scheme Meeting(1) 10.30 a.m. on 4 June 2007
George Wimpey Extraordinary General Meeting(1) 10.45 a.m. on 4 June 2007(2)
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(3)
De-listing of George Wimpey Shares 3 July 2007(3)
Issue of Taylor Wimpey Shares 3 July 2007(3)
Commencement of dealings on the London Stock Exchange of 3 July 2007(3)
Taylor Wimpey Shares
Crediting of Taylor Wimpey Shares to CREST accounts 3 July 2007(3)
Latest date for despatch of share certificates in respect of 17 July 2007(3)
Taylor Wimpey Shares
(1) The Scheme Meeting and the George Wimpey Extraordinary General
Meeting will both be held at Victoria Park Plaza, 239 Vauxhall Bridge Road,
London SW1V 1EQ.
(2) Or as soon thereafter as the Scheme Meeting shall have concluded.
(3) 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.
Unless stated otherwise, terms defined in the Prospectus dated 4 May 2007 shall
have the same meaning in this announcement.
Copies of the resolutions passed at the EGM have been submitted to the UK
Listing Authority and will be shortly available for inspection by the public
during normal business hours any weekday (public holidays excepted) at the UK
Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
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
Woodrow) George 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
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.
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.
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 Prospectus and the Scheme Document.
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.
Proxy votes lodged for resolutions passed at the
Taylor Woodrow Extraordinary General Meeting
Company Name: Taylor Woodrow plc
Meeting Date: 29/05/2007
Number of cards
(shareholders) at meeting
date: 11,702
Issued share capital at
meeting date: 582,120,465 ordinary
shares of 25p each
(excluding 12,233,047
shares held in Treasury)
Number of votes per share: One
Meeting type AGM/EGM: EGM
Resolution Shares For Shares Shares Shares Marked Poll Yes/No
(No. as noted on proxy form) Discretionary Against As Votes
Withheld /
Abstentions
1. To approve the merger of 347,089,156 378,003 739,121 11,740,638 No
the Company with George
Wimpey plc and the issue of
shares in connection with it
2. To approve the increase 331,963,931 14,469,952 1,327,357 11,808,378 No
in the authorised share
capital of the Company and
grant the directors of the
Company authority to allot
shares
3. To increase the total 330,466,314 14,538,680 2,759,691 12,182,233 No
amount which may be paid in
respect of directors' fees
to #1,000,000 p.a.
4. To grant the directors of 333,533,612 14,667,374 343,898 11,402,034 No
the Company authority to
make market purchases of the
shares
5. To change the name of the 332,903,972 14,573,610 693,442 11,769,553 No
Company to "Taylor Wimpey
plc"
This information is provided by RNS
The company news service from the London Stock Exchange
END
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