Scheme Meeting & EGM Results
June 04 2007 - 9:17AM
UK Regulatory
RNS Number:7229X
Wimpey(George) PLC
04 June 2007
Merger of George Wimpey and Taylor Woodrow to create Taylor Wimpey,
the largest UK Housebuilder
Announcement of Results of Scheme Meeting and Extraordinary General Meeting
George Wimpey Plc ("George Wimpey" or the "Company") announces that the Scheme
of Arrangement to effect the proposed all-share merger (the "Merger") with
Taylor Woodrow plc ("Taylor Woodrow") to create Taylor Wimpey plc was approved
by the requisite majority at the Scheme Meeting held earlier today and, further,
that the special resolution to implement the Scheme (the "Special Resolution")
put to the George Wimpey Extraordinary General Meeting (the "EGM") held
immediately following the Scheme Meeting was also passed by the requisite
majority on a show of hands.
The voting results of the Scheme Meeting and EGM are summarised below:
Meeting Resolution Votes For Votes Against Total Votes Cast
---------------------------------------------------------------------------------------------
Scheme Meeting Resolution to approve 280,400,313 322,697 280,723,010
the Scheme (99.89%) (0.11%)
EGM Special Resolution to 283,016,855 319,286 283,336,141
to implement the Scheme (99.89%) (0.11%)
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 the Company's shareholders, including, among
other things, the sanction of the Scheme by the High Court.
The expected timetable for the implementation of the Merger is as follows:
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(1)
De-listing of George Wimpey Shares 8.00 a.m. on 3 July 2007(1)
Issue of Taylor Wimpey Shares 8.00 a.m. on 3 July 2007(1)
Commencement of dealings on the London Stock Exchange 8.00 a.m. on 3 July 2007(1)
of Taylor Wimpey Shares
Crediting of Taylor Wimpey Shares to CREST accounts 8.00 a.m. on 3 July 2007(1)
Latest date for despatch of share certificates in 17 July 2007(1)
respect of Taylor Wimpey Shares
(1) These dates are indicative only and will depend, among other things, on the
dates upon which the Court sanctions the Scheme and confirms the Capital
Reduction.
Unless stated otherwise, terms defined in the Scheme Document dated 4 May 2007
shall have the same meaning in this announcement.
Copies of the resolutions passed at the Scheme Meeting and 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:
George Wimpey Plc
Tel: +44 20 7963 6352
Peter Redfern
Andrew Carr-Locke
JPMorgan Cazenove
(sole financial adviser and joint-broker to George Wimpey)
Tel: +44 20 7588 2828
Mark Breuer
Richard Cotton
Andrew Truscott
Hoare Govett
(joint-broker to George Wimpey)
Tel: +44 20 7678 8000
Antonia Rowan
Luke Simpson
The Maitland Company
(PR adviser to George Wimpey)
Tel: +44 20 7379 5151
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.
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.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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