RNS Number:2128P
Taylor Woodrow PLC
01 September 2003
Press Release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY
US RESTRICTED JURISDICTION, CANADA, AUSTRALIA OR JAPAN.
FOR IMMEDIATE RELEASE
1 September 2003
RECOMMENDED OFFER
by
UBS INVESTMENT BANK and HSBC
on behalf of
TAYLOR WOODROW PLC
(and in the United States by Taylor Woodrow plc)
for
WILSON CONNOLLY HOLDINGS PLC
Summary
* The Boards of Taylor Woodrow and Wilson Connolly announce that they
have agreed the terms of a recommended offer for the whole of the issued and to
be issued ordinary share capital of Wilson Connolly.
* The Offer will be made on the basis of 200 pence in cash and 0.132 New
Taylor Woodrow Ordinary Shares for each Wilson Connolly Ordinary Share. Based
on the Closing Price of 228 pence per Taylor Woodrow Ordinary Share on 29 August
2003, the Offer values each Wilson Connolly Ordinary Share at 230 pence and
Wilson Connolly's existing issued ordinary share capital at approximately #480
million.
* The Offer represents a premium of:
- 22.9 per cent. to the average Closing Price of 187.2 pence per Wilson
Connolly Ordinary Share for the three months prior to and including 29 August
2003, being the last business day prior to the date of this announcement
- 21.5 per cent. to the net asset value (including goodwill) of 189.3
pence per Wilson Connolly Ordinary Share as at 30 June 2003
- 10.3 per cent. to the Closing Price of 208.5 pence per Wilson Connolly
Ordinary Share on 29 August 2003
* In addition to the basic terms of the Offer, a Dividend Election
Facility, a Mix and Match Facility and a Loan Note Alternative will also be
available.
* The Directors of Wilson Connolly, who have been so advised by
Cazenove, consider the terms of the Offer to be fair and reasonable and intend
unanimously to recommend Wilson Connolly Ordinary Shareholders to accept the
Offer.
* Taylor Woodrow has received irrevocable undertakings to accept the
Offer from the Directors of Wilson Connolly, certain members of their immediate
families and from or on behalf of certain members of the Wilson family in
respect of a total of 53,788,880 Wilson Connolly Ordinary Shares representing
approximately 25.8 per cent. of the existing issued ordinary share capital of
Wilson Connolly. These irrevocable undertakings will only cease to be binding
in the event that the Offer lapses or is withdrawn.
* Due to its size, the Offer will be conditional, inter alia, on the
approval of Taylor Woodrow Ordinary Shareholders at an Extraordinary General
Meeting. The Directors of Taylor Woodrow will unanimously recommend Taylor
Woodrow Ordinary Shareholders to vote in favour of the necessary resolutions.
* Following the Offer becoming unconditional it is intended to invite
Wilson Connolly's Chief Executive, Graeme McCallum, to join the Board of Taylor
Woodrow in an executive role (subject to agreement of terms for such
appointment).
Transaction rationale
* The Board of Taylor Woodrow believes that the acquisition of Wilson
Connolly is an attractive opportunity that will consolidate Taylor Woodrow's
position amongst the top tier of UK housebuilders and deliver significant
benefits of scale. The enlarged group will have critical mass balanced across
all regions of the UK and, combined with Taylor Woodrow's existing North
American housing business and UK construction business, will provide a strong
base for the future growth of the enlarged group.
* The principal benefits of the acquisition include:
- Complementary fit and enhanced geographic spread
The Wilson Connolly business has an excellent geographic fit with Taylor
Woodrow's UK housebuilding business. Following the acquisition, each of Taylor
Woodrow's existing ten regions will be operating at approximately 1,000
completions per annum. This is consistent with the strategy for Taylor
Woodrow's UK housing business announced during 2002 which was developed
specifically to achieve optimum efficiency at this level. The acquisition of
Wilson Connolly provides the opportunity to achieve this strategic goal more
rapidly than could be achieved organically.
- Expanded strategic and consented landbank
The enlarged group will have a combined landbank of 37,082 plots with planning
consent, equivalent to 3.6 years supply. Wilson Connolly's strategic landbank
will add significantly to Taylor Woodrow's own portfolio and deliver a
sustainable supply of future development opportunities for the enlarged group
and potential for substantial value creation.
- Benefits of scale
The Directors of Taylor Woodrow believe that the enlarged group will benefit
from the enhanced scale of the combined UK housebuilding business. The
principal benefits expected include: greater brand strength and effectiveness
from national advertising; improved negotiating position for major land and
procurement transactions; and the ability to absorb and execute more large
brownfield developments, particularly by leveraging Taylor Woodrow's
construction expertise.
* It is estimated by the Board of Taylor Woodrow that successful
completion of the acquisition and subsequent integration would result in pre-tax
cost savings of #25 million per annum. These will be delivered primarily from
rationalising the combined regional office structure, improved purchasing power
when securing land and materials and other identified cost-savings, principally
the elimination of duplicated overhead. The one-off costs of achieving these
savings are estimated by the Board of Taylor Woodrow to be up to #20 million.*
* The Directors of Taylor Woodrow believe that the acquisition will be
significantly earnings enhancing in the first year (before goodwill
amortisation, the cost savings, one-off costs and other benefits referred to
above).**
Interim results highlights
* In separate announcements, Taylor Woodrow and Wilson Connolly are
today each announcing their interim results for the six months ended 30 June
2003. Both companies have performed strongly, reporting excellent profit growth
and improvement in operating performance
* Highlights of Taylor Woodrow's results include
- Turnover up 7% at #1,057.5 million (2002: #984.3 million)
- Operating profit up 15% at #140.7 million (2002: #122.4 million)
- Profit before tax and amortisation up 20% at #130.1 million (2002:
#108.1 million)
- Operational savings of #9 million delivered in the first half and
remain on track to deliver #21 million in the full year
* Wilson Connolly has continued to deliver significant improvements in
its operating performance, reporting substantial growth in profit and margins.
The cost control measures put in place are delivering excellent results and
contributions to profitability ahead of plan. Highlights of Wilson Connolly's
results include:
- Profit before amortisation and tax up 58% at #30.2 million (2002:
#19.1 million)
- Housing operating margin at 11.7% (2002: 8.3%)
- Developable landbank of 15,759 plots (2002: 13,326 plots)
Commenting on the Offer, Norman Askew Chairman of Taylor Woodrow, said:
"The offer for Wilson Connolly marks an important step in the development of
Taylor Woodrow. The acquisition allows us to achieve improved geographic
coverage and, due to the excellent fit of the two businesses, be well balanced
between our operating regions. This is an attractive opportunity that will
consolidate Taylor Woodrow's position amongst the top tier of UK housebuilders
and should deliver substantial value for shareholders. I am delighted that we
have been able to reach agreement with the Board of Wilson Connolly."
Allan Leighton, Chairman of Wilson Connolly, said:
"Wilson Connolly, under the new management team, has seen a major turnaround in
its performance and the rebuilding of shareholder value over the last eighteen
months. Our results today reinforce the enormous progress that has been made.
That progress has now been recognised by Taylor Woodrow whose offer price,
comprising a large cash component, is good news for our shareholders. The
business can also look forward to an exciting future as part of a larger group
well positioned to exploit the opportunities that lie ahead in the UK
housebuilding industry."
UBS Investment Bank and HSBC are acting as joint financial advisers and brokers
to Taylor Woodrow in relation to the Offer. All of the debt financing required
to implement the Offer is being underwritten by HSBC.
Cazenove are acting as financial adviser and broker to Wilson Connolly.
This summary should be read in conjunction with the full text of the following
announcement.
PRESS ENQUIRIES:
For further information contact:
Taylor Woodrow Wilson Connolly
Ian Morris, Corporate Communications Graeme McCallum, Group Chief Executive
Bob Green, Group Finance Director
Phone: 0121 600 8520/ 07816 518 767
Phone: 020 7457 2020 (today); 01604 790909 (thereafter)
Jonathan Murrin, Investor Relations
Phone: 0121 600 8521/ 07816 518 718
UBS Investment Bank Cazenove
Michael Lacey-Solymar Nick Wiles
Duncan Williams Piers Coombs
Bill Hutchings Patrick Magee
Phone: 020 7567 8000 Phone: 020 7588 2828
HSBC
Charles Packshaw
Nick McCarthy
Clive Rates
Phone: 020 7991 8888
Financial Dynamics College Hill
Scott Fulton Mark Garraway
Peter Otero Matthew Gregorowski
Phone: 020 7269 7130/ 020 7269 7121 Phone: 020 7457 2020
* This statement of estimated cost savings and one-off costs for achieving them
relates to future actions and circumstances, which, by their nature, involve
risks, uncertainties and other factors. Because of this, the cost savings
referred to may not be achieved, or those achieved could be materially different
from those estimated.
** This statement regarding earnings enhancement does not constitute a profit
forecast nor should it be interpreted to mean that earnings per share of Taylor
Woodrow for the current or future years will necessarily match or exceed the
historic published earnings per share of Taylor Woodrow or Wilson Connolly.
Press Release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY
US RESTRICTED JURISDICTION, CANADA, AUSTRALIA OR JAPAN.
FOR IMMEDIATE RELEASE
1 September 2003
RECOMMENDED OFFER
by
UBS INVESTMENT BANK and HSBC
on behalf of
TAYLOR WOODROW PLC
(and in the United States by Taylor Woodrow plc)
for
WILSON CONNOLLY HOLDINGS PLC
1. Introduction
The Boards of Taylor Woodrow and Wilson Connolly announce that they have agreed
the terms of a recommended offer for the whole of the issued and to be issued
ordinary share capital of Wilson Connolly. The Offer will be made outside the
United States by UBS Investment Bank and HSBC on behalf of Taylor Woodrow and in
the United States (excluding US Restricted Jurisdictions) by Taylor Woodrow.
2. The Offer
The Offer will be made on the following basis:
for each Wilson Connolly Ordinary Share 200p in cash and 0.132 New
Taylor Woodrow Ordinary Shares
and so in proportion for any other number of Wilson Connolly Ordinary Shares
held, provided that fractions of New Taylor Woodrow Ordinary Shares will not be
allotted to Wilson Connolly Ordinary Shareholders. Entitlements to New Taylor
Woodrow Ordinary Shares will be rounded down to the nearest whole number of New
Taylor Woodrow Ordinary Shares and the fractional entitlement settled in cash.
Based on the Closing Price of 228 pence per Taylor Woodrow Ordinary Share on 29
August 2003, the last business day prior to the date of this announcement, the
Offer:
- values each Wilson Connolly Ordinary Share at 230 pence
- values Wilson Connolly's existing issued ordinary share capital at
approximately #480 million
- represents a premium of:
- 22.9 per cent. to the average Closing Price of 187.2 pence per Wilson
Connolly Ordinary Share for the three months prior to and including 29 August
2003, being the last business day prior to the date of this announcement;
- 21.5 per cent. to the net asset value (including goodwill) of 189.3
pence per Wilson Connolly Ordinary Share as at 30 June 2003; and
- 10.3 per cent. to the Closing Price of 208.5 pence per Wilson Connolly
Ordinary Share on 29 August 2003.
In addition to the basic terms of the Offer, a Mix and Match Facility will be
made available under which accepting Wilson Connolly Ordinary Shareholders
(other than certain overseas persons) will be able, subject to availability, to
elect to vary the proportions in which they receive New Taylor Woodrow Ordinary
Shares and cash in respect of their holdings of Wilson Connolly Ordinary Shares.
The Offer will also include a Dividend Election Facility (further details of
which are given in paragraph 6 below) and a Loan Note Alternative which will be
available in respect of all or part of the cash element of the consideration due
under the terms of the Offer.
The Directors of Wilson Connolly, who have been so advised by Cazenove, consider
the terms of the Offer to be fair and reasonable. In providing advice to the
Directors of Wilson Connolly, Cazenove has taken into account the commercial
assessment of the Wilson Connolly Directors.
Accordingly, the Directors of Wilson Connolly intend unanimously to recommend
that Wilson Connolly Ordinary Shareholders accept the Offer as they have
irrevocably undertaken to do themselves in respect of their entire beneficial
interests in Wilson Connolly Ordinary Shares.
Applications will be made to the UKLA for the New Taylor Woodrow Ordinary Shares
to be admitted to the Official List and to the London Stock Exchange for the New
Taylor Woodrow Ordinary Shares to be admitted to trading on the London Stock
Exchange's market for listed securities. The Offer will be conditional on,
amongst other things, the approval of Taylor Woodrow Ordinary Shareholders and
will be subject to the conditions and further terms set out in Appendix I and
those to be set out in the Offer Document and the Form of Acceptance.
Further details of the bases and sources of the financial information relating
to the Offer are set out in Appendix II.
3. Irrevocable undertakings and holdings
Taylor Woodrow has received irrevocable undertakings to accept the Offer from
the Directors of Wilson Connolly, certain members of their immediate families
and from or on behalf of certain members of the Wilson family in respect of a
total of 53,788,880 Wilson Connolly Ordinary Shares representing approximately
25.8 per cent. of the existing issued ordinary share capital of Wilson Connolly.
These irrevocable undertakings will only cease to be binding in the event that
the Offer lapses or is withdrawn.
4. Background to and reasons for the Offer
Introduction
Taylor Woodrow's strategy is to create sustainable shareholder value by growing,
both organically and by acquisition, as a leading developer of living and
working environments. Taylor Woodrow has undergone substantial transformation
over the past three years. The business has been realigned to focus on the
delivery of integrated development solutions, using the core expertise in
housing, property and construction. Significant changes completed during this
period include:
- consolidation of nineteen regional operations into ten and operational
re-structuring to provide a more efficient and cost effective structure;
- disposal of non-core assets;
- implementation of a substantial cost savings programme, to deliver #21
million of annual savings during 2003, rising to #30 million during 2004; and
- re-focusing the construction business to concentrate on PFI,
facilities management and blue chip clients and to provide specialist expertise
to support the business' core development activities.
The most significant step during the period, however, was the acquisition of
Bryant Homes in March 2001, which transformed the scale of the Group's UK
housebuilding operations. As a result primarily of the Bryant Homes
acquisition, Taylor Woodrow's UK housing completions have increased from
approximately 2,000 in 2000 to over 6,000 in 2002. The acquisition of Bryant
Homes has delivered significant turnover and profit growth. Taylor Woodrow
achieved #15 million per annum of synergy benefits from the transaction, at the
higher end of the originally announced estimate of between #10-15 million per
annum. Bryant Homes, Taylor Woodrow Property and Taylor Woodrow Capital
Developments have subsequently been combined into one integrated operation and
substantially all UK homes are now marketed under the "Bryant Homes" brand.
Transaction rationale
The Board of Taylor Woodrow believes that the acquisition of Wilson Connolly is
an attractive opportunity that will consolidate Taylor Woodrow's position
amongst the top tier of UK housebuilders and deliver significant benefits of
scale. The enlarged group will be the fourth largest housebuilder by volume in
the UK with over 10,000 UK completions a year. In addition, the enlarged group
will benefit from Taylor Woodrow's approximately 2,500 North American
completions and 300 Spanish and Gibraltan completions a year. The enlarged
group will have critical mass balanced across all regions of the UK and,
combined with Taylor Woodrow's existing North American housing business and UK
construction business, will provide a strong base for the future growth of the
Group.
Complementary fit and enhanced geographic spread
The Wilson Connolly business has an excellent geographic fit with Taylor
Woodrow's UK housebuilding business. By integrating Wilson Connolly's
operations into Taylor Woodrow's existing regional structure, Taylor Woodrow
will achieve improved geographic coverage, well balanced between each of its
existing regions. In particular, Wilson Connolly's strength in the North West
and East Anglia complements Taylor Woodrow's strength in the Midlands, South and
Scotland.
Following the acquisition, each of Taylor Woodrow's existing ten regions will be
operating at approximately 1,000 completions per annum, giving scope for
operational efficiencies. This is consistent with the strategy for Taylor
Woodrow's UK housing business announced during 2002 when the business was
realigned into its current ten regions. The regional network was developed
specifically to achieve optimum efficiency at this level. The acquisition of
Wilson Connolly provides the opportunity to achieve this strategic goal more
rapidly than could be achieved organically.
Taylor Woodrow and Wilson Connolly's product mix and selling prices are highly
complementary, with both companies focusing on high quality, mid-priced housing.
During the year ended 31 December 2002, Taylor Woodrow's average selling price
across the UK was #182,000 compared with #169,000 for Wilson Connolly.
Expanded strategic and consented landbank
The enlarged group will have a combined landbank of 37,082 plots with planning
consent, equivalent to 3.6 years supply. In addition, Wilson Connolly owns or
controls a significant amount of strategic land (consisting of land either owned
or held under option which does not yet have the benefit of planning
permission). Together, the enlarged group will have a strong strategic landbank
located across the UK, delivering a sustainable supply of future development
opportunities and potential for substantial value creation.
Benefits of scale
The Directors of Taylor Woodrow believe that the enlarged group will benefit
from the enhanced scale of the combined UK housebuilding business. The
principal benefits expected include: greater brand strength and effectiveness
from national advertising; improved negotiating position for major land and
procurement transactions; and the ability to absorb and execute more large
brownfield developments, particularly by leveraging Taylor Woodrow's
construction expertise.
Structure and integration
Wilson Connolly's housing operations will be integrated with Taylor Woodrow's
existing regional network. Taylor Woodrow's management team has gained valuable
experience from the successful integration of Bryant Homes. A detailed
integration plan is at an advanced stage of preparation and consultation with
Wilson Connolly management will continue. Immediately following completion of
the acquisition, Taylor Woodrow intends to begin the integration of Wilson
Connolly's operations with its business. It is anticipated that, following a
short transitional period, all Wilson Connolly operations will be re-branded
under the "Bryant Homes" brand.
Following the Offer becoming unconditional it is intended to invite Wilson
Connolly's Chief Executive, Graeme McCallum, to join the Board of Taylor Woodrow
in an executive role (subject to agreement of terms for such appointment).
Operational efficiencies and synergy benefits
It is estimated by the Board of Taylor Woodrow that successful completion of the
acquisition and subsequent integration would result in pre-tax cost savings of
#25 million per annum. These will be delivered primarily from rationalising the
combined regional office structure, improved purchasing power when securing land
and materials and other identified cost-savings, principally the elimination of
duplicated overhead. The one-off costs of achieving these savings are estimated
by the Board of Taylor Woodrow to be up to #20 million.*
The Directors of Taylor Woodrow believe that the acquisition will be
significantly earnings enhancing in the first year (before goodwill amortisation
and the cost savings, one-off costs and other benefits referred to above).**
* This statement of estimated cost savings and one-off costs for achieving them
relates to future actions and circumstances, which, by their nature, involve
risks, uncertainties and other factors. Because of this, the cost savings
referred to may not be achieved, or those achieved could be materially different
from those estimated.
** This statement regarding earnings enhancement does not constitute a profit
forecast nor should it be interpreted to mean that earnings per share of Taylor
Woodrow for the current or future years will necessarily match or exceed the
historical published earnings per share of Taylor Woodrow or Wilson Connolly.
5. Background to the recommendation of the Wilson Connolly Board
Since the announcement of the results of the strategic review early in 2002, the
Wilson Connolly Ordinary Share price has traded at a material premium to the
housebuilding sector, during a period in which the business has been undergoing
a programme of recovery. This premium, in the Board's view, reflects two key
factors; the enhanced recovery prospects from a low in 2001 and the continued
prospect of Wilson Connolly's participation in the ongoing consolidation of the
housebuilding sector.
The results announced by the Wilson Connolly Board in February 2003, and the
interim results announced today, have confirmed that this programme, under a new
management team led by Graeme McCallum, is well underway, with the fundamentals
firmly in place to take the Wilson Connolly Group forward. These announcements
show that the turnaround in the Wilson Connolly Group's performance has been
significant. In particular the management team's "back to basics" approach has
delivered:
- an improvement in operating performance which has resulted in an
operating profit of #33.6 million for the first six months of 2003 being
declared today, which represents a UK housing operating margin of 11.7 per cent.
- better operational controls, which have already generated significant
cost reductions, with the potential to deliver further savings; and tight focus
on the key drivers of the business which has led to a stronger order book and an
improved land bank
- a recovery in the Wilson Connolly share price from a low of 118.5
pence in December 2002 to a closing price on 29 August of 208.5 pence
As a result of this strengthened position the Wilson Connolly board has received
the proposal from Taylor Woodrow at a level which it believes recognises full
and fair value for all shareholders.
As a mid-sized quoted housebuilding company, the Wilson Connolly board believes
the long term future of Wilson Connolly will be best served as part of a larger
group, where the benefits and opportunities of scale are increasingly evident.
The Offer from Taylor Woodrow presents the opportunity to be part of a larger
business and an exciting future for the employees of the enlarged business.
For Wilson Connolly Ordinary Shareholders, a price of 230 pence, with a large
component of the consideration in cash, represents a fair and reasonable price
for the business. The Offer represents a multiple of Enterprise Value to EBIT
of 9.7x to December 2002 and equity value multiple of 11.7x 2002 earnings per
share before goodwill amortisation. It also represents a 21.5 per cent. premium
to the net asset value of 189.3 pence per Wilson Connolly Ordinary Share as at
30 June 2003. The Wilson Connolly board believes the Offer, at a premium of
10.3 per cent. to the most recent share price, which already reflected a healthy
premium to the rest of the housebuilding sector, and a 22.9 per cent. premium to
the three month average share price represents an attractive value for the group
at a time when the sector is trading well and the values of many housebuilding
companies are at, or close to, all time highs.
6. Dividend Election Facility
The Wilson Connolly Ordinary Shares will be acquired under the Offer with all
rights attaching thereto including the right to receive the interim dividend of
3 pence per Wilson Connolly Ordinary Share which will be paid to Wilson Connolly
Ordinary Shareholders who are on the register at the opening of business on 1
September 2003. Any Wilson Connolly Ordinary Shareholder who accepts the Offer
may elect to receive the interim dividend and in such event will receive 197
pence per Wilson Connolly Ordinary Share plus the interim dividend of 3 pence
per Wilson Connolly Ordinary Share instead of the cash entitlement under the
basic terms of the Offer of 200 pence per Wilson Connolly Ordinary Share.
The Dividend Election Facility will remain open until 3.00 p.m. on the first
closing date of the Offer subject to extensions at the discretion of Taylor
Woodrow.
The interim dividend will be paid, to those Wilson Connolly Ordinary
Shareholders who both accept the Offer and elect to receive it, on 30 April
2004. However, it will be a term of the Offer that, following the Offer
becoming or being declared wholly unconditional, Taylor Woodrow will use all
reasonable endeavours to procure payment of such dividend to those Wilson
Connolly Ordinary Shareholders who have accepted the Offer and elected to
receive the interim dividend as soon as practicable after cancellation of
trading in Wilson Connolly Ordinary Shares on the London Stock Exchange. In the
event that the Offer lapses or is withdrawn, it is the Wilson Connolly board's
intention to bring forward the payment date for the interim dividend.
7. Mix and Match Facility
The Mix and Match Facility will offer Wilson Connolly Ordinary Shareholders
(other than certain overseas persons) who validly accept the Offer an
opportunity, subject to availability, to elect to vary the proportions in which
they receive New Taylor Woodrow Ordinary Shares and cash in respect of their
Wilson Connolly Ordinary Shares under the Offer.
Elections made by Wilson Connolly Ordinary Shareholders under the Mix and Match
Facility will only be satisfied to the extent that other Wilson Connolly
Ordinary Shareholders make offsetting elections. To the extent that elections
cannot be satisfied in full, they will be scaled down on a pro rata basis.
As a result, Wilson Connolly Ordinary Shareholders who make an election under
the Mix and Match Facility will not necessarily know the exact number of New
Taylor Woodrow Ordinary Shares or the amount of cash which they will receive
until settlement of the consideration under the Offer. An announcement will be
made, when the Offer becomes or is declared wholly unconditional or (if later)
on the next following closing date, of the approximate extent to which elections
under the Mix and Match Facility will be satisfied.
Elections made under the Mix and Match Facility will not affect the entitlements
of those Wilson Connolly Ordinary Shareholders who do not make any such
election.
The Mix and Match Facility will remain open until 3.00 p.m. on the first closing
date of the Offer. If the Offer is not then unconditional as to acceptances,
Taylor Woodrow may extend the Mix and Match Facility to a later date. If the Mix
and Match Facility has been closed, Taylor Woodrow reserves the right to re-
introduce a mix and match facility, subject to the rules of the City Code.
Further details on the terms of the Mix and Match Facility will be contained in
the Offer Document and the Form of Acceptance.
8. The Loan Note Alternative
As an alternative to some or all of the cash consideration to which they would
otherwise be entitled under the Offer, Wilson Connolly Ordinary Shareholders
(other than certain overseas persons) who validly accept the Offer will be
entitled to elect to receive Loan Notes to be issued by Taylor Woodrow on the
following basis:
for every #1 of cash consideration
#1 nominal value of Loan Notes
The Loan Notes, which will be governed by English law, will be unsecured
obligations of Taylor Woodrow and will be issued, credited as fully paid, in
integral multiples of #1 nominal value. Fractional entitlements to Loan Notes
will be settled in cash. The Loan Notes will not be secured or guaranteed.
The Loan Notes will bear interest at a rate of 0.5 per cent. below six month
LIBOR, payable (less any tax required to be deducted) semi-annually in arrears
on 30 June and 31 December in each year (or, if that day is not a business day,
on the first business day thereafter), with the first such interest payment to
be made on 30 June 2004. The Loan Notes will be redeemable at par (together
with accrued interest) at the option of each holder on each interest payment
date from (and including) 31 December 2004 (or, if that day is not a business
day, on the first business day thereafter). Unless previously redeemed or
purchased, the Loan Notes will be redeemed on 31 December 2008 (or, if that day
is not a business day, on the first business day thereafter).
The Loan Notes will be transferable (subject to certain conditions), but no
application will be made for them to be listed or dealt on any stock exchange.
No Loan Notes will be issued unless, by the time the Offer becomes or is
declared unconditional in all respects, valid elections have been received for
at least #2.5 million nominal value of Loan Notes. If insufficient elections
are received, Wilson Connolly Ordinary Shareholders who validly accept the Offer
and elect for the Loan Note Alternative will instead receive cash in accordance
with the terms of the Offer. Subject to this, the Loan Note Alternative will
remain open as long as the Offer is open for acceptance.
Further details on the terms of the Loan Notes will be contained in the Offer
Document.
9. Information on Taylor Woodrow
Taylor Woodrow is a housing and development company, working across the UK and
in selected markets in North America, Spain and Gibraltar. Its primary business
is housing, which accounted for approximately 90% of group operating profit in
the year ended 31 December 2002.
Summary financial information extracted, without material adjustment, from
Taylor Woodrow's annual report and audited financial statements for the three
years ended 31 December 2002, 31 December 2001 and 31 December 2000 and for the
six months ended 30 June 2003 and 30 June 2002 is set out in the table below.
Six months ended 30 June Year ended 31 December
2003 2002 2002 2001 2000
Turnover (#m) 1,057.5 984.3 2,208.6 2,138.4 1,539.7
Operating profit (#m) 140.7 122.4 257.7 224.2 165.7
Profit before tax (#m) 130.1 108.1 233.1 202.3 201.5
Shareholders' funds (#m) 1,488.1 1,389.4 1,405.9 1,356.2 887.7
Basic EPS (p) 15.3 12.7 28.2 25.3 37.0
Number of UK home completions 2,336 2,537 6,238 5,226 1,919
Number of plots in UK landbank 21,323 21,842 20,657 19,994 5,130
10. Information on Wilson Connolly
Wilson Connolly is one of the UK's major housebuilders with operations across
England, Wales and Scotland. Wilson Connolly is organised into nine regions:
Anglia, Home Counties, Lancashire, Midlands, Northern, North West, South East,
Southern and Western.
Summary financial information extracted, without material adjustment, from
Wilson Connolly's annual report and audited financial statements for the three
years ended 31 December 2002, 31 December 2001 and 31 December 2000 and from
Wilson Connolly's unaudited results for the six months ended 30 June 2003 and 30
June 2002 is set out in the table below.
Six months ended 30 June Year ended 31 December
2003 2002 2002 2001 2000
Turnover (#m) 324.7 339.7 714.9 709.8 543.6
Operating profit (#m) 33.6 22.9 67.0 48.8 74.1
Profit before tax (#m) 27.2 16.1 54.6 35.1 66.7
Shareholders' funds (#m) 394.8 368.1 382.1 362.5 342.5
Basic EPS (p) 8.6 5.0 16.7 10.6 23.3
Number of UK home completions 1,663 1,887 4,002 4,582 4,056
Number of plots in UK landbank 15,759 13,326 13,067 14,802 15,210
11. Current trading and prospects
In separate announcements, Taylor Woodrow and Wilson Connolly are today each
announcing their interim results for the six months ended 30 June 2003. Both
companies have performed strongly, reporting excellent profit growth and
improvement in operating performance.
Highlights of Taylor Woodrow's results include
- Turnover up 7% at #1,057.5 million (2002: #984.3 million)
- Operating profit up 15% at #140.7 million (2002: #122.4 million)
- Profit before tax up 20% at #130.1 million (2002: #108.1 million)
- Operational savings of #9 million delivered in the first half and
remain on track to deliver #21 million in the full year
Wilson Connolly has continued to deliver significant improvements in its
operating performance, reporting substantial growth in profit and margins. The
cost control measures put in place are delivering excellent results and
contributions to profitability ahead of plan. Highlights of Wilson Connolly's
results include:
- Profit before tax and amortisation up 58% at #30.2 million (2002:
#19.1 million)
- Housing operating margin at 11.7% (2002: 8.3%)
- Developable landbank of 15,759 plots (2002: 13,326 plots)
12. Financing of the Offer
The cash element of the Offer will be fully financed through drawings under
committed facilities of #950 million underwritten by HSBC and the proceeds from
an issue to HSBC of New Taylor Woodrow Preference Shares.
13. Inducement fee
As an inducement to Taylor Woodrow to make the Offer, Wilson Connolly and Taylor
Woodrow have entered into an agreement under which Wilson Connolly has agreed to
pay #4.7 million to Taylor Woodrow in the event that:
(a) following the announcement or making of any proposal by a third party
in relation to a transaction involving a change of control of Wilson Connolly,
or any transaction inconsistent with the Offer, the Offer is not made, lapses or
is withdrawn;
(b) the Wilson Connolly Directors publicly recommend (or agree or resolve
to recommend) a transaction within (a) above; or
(c) the Wilson Connolly Directors withdraw or adversely modify their
approval or recommendation of the Offer or resolve to take such actions other
than in circumstances where there has occurred a material adverse change in the
business, assets or the financial or trading position of Taylor Woodrow since
the date to which the last audited financial statements of Taylor Woodrow were
prepared but prior to the date of such modification or withdrawal.
Payment of that sum shall not be due from Wilson Connolly if Taylor Woodrow
Ordinary Shareholders have voted down the relevant resolution proposed at the
Extraordinary General Meeting on which the Offer is conditional.
14. Management and employees
Taylor Woodrow attaches great importance to the skills and experience of the
existing management and employees of the Wilson Connolly Group.
The Board of Taylor Woodrow has confirmed that, upon the Offer becoming or being
declared unconditional in all respects, the existing employment rights,
including pension rights, of all employees of the Wilson Connolly Group will be
fully safeguarded.
15. Wilson Connolly Share Option Schemes
The Offer will extend to any Wilson Connolly Ordinary Shares which are issued or
unconditionally allotted and fully paid (or credited as fully paid) while the
Offer remains open for acceptance (or, subject to the Code, by such earlier date
as Taylor Woodrow may decide), including Wilson Connolly Ordinary Shares issued
pursuant to the exercise of options granted under the Wilson Connolly Share
Option Schemes or otherwise.
If the Offer becomes or is declared unconditional in all respects, to the extent
that options remain unexercised, Taylor Woodrow intends to make appropriate
proposals to Wilson Connolly Optionholders.
16. Compulsory acquisition, delisting and cancellation of trading
If the Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, it is Taylor Woodrow's intention:
(a) to apply the provisions of section 428 to 430F (inclusive) of the
Companies Act to acquire compulsorily any remaining Wilson Connolly Ordinary
Shares to which the Offer relates on the same terms as the Offer; and
(b) to procure that Wilson Connolly applies to the UKLA for cancellation
of the listing of the Wilson Connolly Ordinary Shares on the Official List and
to the London Stock Exchange for the cancellation of trading of Wilson Connolly
Ordinary Shares on the London Stock Exchange's market for listed securities.
It is anticipated that the cancellation of Wilson Connolly's listing and
admission to trading will take effect no earlier than the expiry of 20 business
days after the date on which the Offer becomes or is declared unconditional in
all respects. Delisting would significantly reduce the liquidity and
marketability of any Wilson Connolly Ordinary Shares not assented to the Offer.
Following delisting, Taylor Woodrow will use all reasonable endeavours to
procure payment of the interim dividend as soon as practicable to those Wilson
Connolly Ordinary Shareholders who have accepted the Offer prior to the closing
of the Dividend Election Facility and elected as part of their acceptance to
receive that dividend.
17. Overseas shareholders
The availability of the Offer to Wilson Connolly Ordinary Shareholders who are
not resident in and citizens of the United Kingdom may be affected by the laws
of the relevant jurisdiction. Such persons should inform themselves about and
observe any applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to overseas shareholders will be contained in the
Offer Document.
Unless otherwise determined by Taylor Woodrow, the Offer will not be made,
directly or indirectly, in or into any Restricted Jurisdiction, and the Offer
will not be capable of acceptance from or within any Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction, and persons receiving this
announcement (including custodians, nominees and trustees) must not mail or
otherwise distribute or send it in, into or from such jurisdictions as doing so
may invalidate any purported acceptance of the Offer.
Notwithstanding the foregoing, Taylor Woodrow will retain the right to permit
the Offer to be accepted and any sale of securities pursuant to the Offer to be
completed if, in its sole discretion, it is satisfied that the transaction in
question can be undertaken in compliance with applicable law and regulation.
The New Taylor Woodrow Ordinary Shares and the Loan Notes proposed to be issued
in the United States in connection with the Offer will be issued pursuant to
Rule 802 under the US Securities Act and, where available, pursuant to
exemptions from registration or qualification under State securities laws.
Depending on the status of the Wilson Connolly Ordinary Shares surrendered in
the Offer, the New Taylor Woodrow Ordinary Shares issued pursuant to the Offer
may be "Restricted Securities" within the meaning of Rule 144 under the US
Securities Act. Accordingly, in connection with any sale or other transfer of
direct or indirect beneficial interest in New Taylor Woodrow Ordinary Shares
into or within the United States or to any US person, holders of New Taylor
Woodrow Ordinary Shares should consult with US securities law counsel regarding
applicable restrictions, if any, on such sales or transfers.
The New Taylor Woodrow Ordinary Shares and the Loan Notes have not been approved
or disapproved by the SEC or any US state securities commission, nor has the SEC
or any US state securities commission passed upon the accuracy or adequacy of
this document. Any representation to the contrary is unlawful and may be a
criminal offence.
18. Taylor Woodrow Extraordinary General Meeting
In view of the size of Wilson Connolly, the Offer will require the approval of
Taylor Woodrow Ordinary Shareholders in accordance with the Listing Rules. In
addition, Taylor Woodrow intends to finance part of the cash element of the
offer through an issue of non-voting cumulative redeemable preference shares.
The creation, allotment and issue of these preference shares also requires
certain approvals from Taylor Woodrow Ordinary Shareholders.
Accordingly, a circular convening an Extraordinary General Meeting will be
posted to Taylor Woodrow Ordinary Shareholders as soon as possible. All Taylor
Woodrow Directors intend to vote in favour of the necessary resolutions in
respect of beneficial holdings of, in aggregate, 249,464 Taylor Woodrow Ordinary
Shares (representing approximately 0.45 per cent. of the existing issued
ordinary share capital of Taylor Woodrow).
19. General
The Offer will be subject to the applicable requirements of the Code. The Offer
Document and the Form of Acceptance containing the full terms and conditions of
the Offer will be posted to Wilson Connolly Ordinary Shareholders (other than to
any Wilson Connolly Ordinary Shareholders with addresses in Restricted
Jurisdictions) as soon as practicable.
In deciding whether or not to accept the Offer in respect of their Wilson
Connolly Ordinary Shares, Wilson Connolly Ordinary Shareholders should rely on
the information contained in, and follow the procedures described in, the Offer
Document and Form of Acceptance.
Neither Taylor Woodrow nor any of its Directors, nor, so far as Taylor Woodrow
is aware, any party acting in concert with it, owns or controls any Wilson
Connolly Ordinary Shares or holds any options to purchase Wilson Connolly
Ordinary Shares or has entered into any derivative referenced to securities of
Wilson Connolly which remain outstanding.
The conditions to and certain further terms of the Offer are set out in Appendix
I. Although paragraph (a) of Part A of that Appendix provides that the
acceptance condition may (at Taylor Woodrow's discretion) be satisfied at a
lower level of acceptances than the 90 per cent. figure set out in that
paragraph, the terms of Taylor Woodrow's financing arrangements mean that Taylor
Woodrow cannot, without the consent of its financiers, decide to treat that
condition as satisfied below that 90 per cent. threshold unless acceptances are
received in respect of 75 per cent. of the relevant Wilson Connolly Ordinary
Shares.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix II and definitions of certain expressions
used in this announcement are contained in Appendix III.
This announcement does not constitute an offer or an invitation to purchase any
securities.
PRESS ENQUIRIES:
For further information contact:
Taylor Woodrow Wilson Connolly
Ian Morris, Corporate Communications Graeme McCallum, Group Chief Executive
Bob Green, Group Finance Director
Phone: 0121 600 8520/ 07816 518 767
Phone: 020 7457 2020 (today); 01604 790909 (thereafter)
Jonathan Murrin, Investor Relations
Phone: 0121 600 8521/ 07816 518 718
UBS Investment Bank Cazenove
Michael Lacey-Solymar Nick Wiles
Duncan Williams Piers Coombs
Bill Hutchings Patrick Magee
Phone: 020 7567 8000 Phone: 020 7588 2828
HSBC
Charles Packshaw
Nick McCarthy
Clive Rates
Phone: 020 7991 8888
Financial Dynamics College Hill
Scott Fulton Mark Garraway
Peter Otero Matthew Gregorowski
Phone: 020 7269 7130/ 020 7269 7121 Phone: 020 7457 2020
Unless otherwise determined by Taylor Woodrow, the Offer will not be made,
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of a
national securities exchange of, any Restricted Jurisdiction. Accordingly,
copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any purported acceptance of the Offer. The
availability of the Offer to persons who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
The New Taylor Woodrow Ordinary Shares and the Loan Notes have not been, nor
will they be, registered under the US Securities Act or under the securities
laws of any state of the United States; the relevant clearances have not been,
nor will they be, obtained from any securities commission or similar authority
of any province or territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; and neither the New Taylor Woodrow Ordinary Shares
nor the Loan Notes have been, nor will they be, registered under or offered in
compliance with applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan. Accordingly, neither the New Taylor
Woodrow Ordinary Shares nor the Loan Notes may (unless an exemption under
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into any US Restricted Jurisdiction, Canada,
Australia, Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, any person in any US
Restricted Jurisdiction or any Canadian, Australian or Japanese person.
UBS and HSBC which is regulated in the United Kingdom by the Financial Services
Authority are acting for Taylor Woodrow and no one else in connection with the
Offer and will not be responsible to anyone other than Taylor Woodrow for
providing the protections afforded to customers of UBS and HSBC nor for giving
advice in relation to the Offer.
Cazenove & Co. Ltd, which is regulated in the United Kingdom by The Financial
Services Authority, is acting for Wilson Connolly and no one else in connection
with the Offer and will not be responsible to anyone other than Wilson Connolly
for providing the protections afforded to customers of Cazenove & Co. Ltd nor
for giving advice in relation to the Offer.
This announcement does not constitute an offer or an invitation to purchase any
securities.
This announcement includes "forward-looking statements" relating to the Offer,
Taylor Woodrow and Wilson Connolly that are subject to risks and uncertainties,
including those pertaining to the anticipated benefits to be realised from the
proposed acquisition of Wilson Connolly. Factors that could cause Taylor
Woodrow's actual results, performance or achievements to differ materially from
those described in this announcement include: future revenues being lower than
expected; costs or difficulties relating to the integration of the businesses of
Taylor Woodrow and Wilson Connolly, or of other future acquisitions, being
greater than expected; expected cost savings from the transaction or from other
future acquisitions not being fully realised within the expected timeframe;
competitive pressures in the industry increasing; general economic conditions or
conditions affecting the relevant industries, whether internationally or in the
places Taylor Woodrow and Wilson Connolly do business, being less favourable
than expected.
The Offer will be made for the securities of a non-US company. The Offer will be
made in accordance with the requirements of the City Code and will be subject to
disclosure and other procedural requirements that are different from those under
US law. Any financial statements included or incorporated in the Offer Document
may have been prepared in accordance with non-US accounting standards that may
not be comparable to the financial statements of US companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the US securities
laws. It may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.
You should be aware that, in accordance with normal UK market practice, Taylor
Woodrow may purchase securities in Wilson Connolly otherwise than under the
Offer, such as in the open market or through privately negotiated purchases. If
made, any purchases will be disclosed by the publication of an announcement in
accordance with the requirements of the City Code.
The New Taylor Woodrow Ordinary Shares and the Loan Notes proposed to be issued
in the United States in connection with the Offer will be issued pursuant to
Rule 802 under the US Securities Act and, where available, pursuant to
exemptions from registration or qualification under State securities laws.
Depending on the status of the Wilson Connolly Ordinary Shares surrendered in
the Offer, the New Taylor Woodrow Ordinary Shares issued pursuant to the Offer
may be "Restricted Securities" within the meaning of Rule 144 under the US
Securities Act. Accordingly, in connection with any sale or other transfer of
direct or indirect beneficial interest in New Taylor Woodrow Ordinary Shares
into or within the United States or to any US person, holders of New Taylor
Woodrow Ordinary Shares should consult with US securities law counsel regarding
applicable restrictions, if any, on such sales or transfers.
The New Taylor Woodrow Ordinary Shares and the Loan Notes have not been approved
or disapproved by the SEC or any US state securities commission, nor has the SEC
or any US state securities commission passed upon the accuracy or adequacy of
this document. Any representation to the contrary is unlawful and may be a
criminal offence.
APPENDIX I
Conditions to and certain further terms of the Offer
The Offer, which will be made outside the United States by UBS Investment Bank
and HSBC on behalf of Taylor Woodrow and in the United States (excluding US
Restricted Jurisdictions) by Taylor Woodrow, will comply with the rules and
regulations of the Financial Services Authority and the London Stock Exchange
and the City Code on Takeovers and Mergers.
PART A: CONDITIONS OF THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. (London time) on the first closing date
of the Offer (or such later time(s) and/or date(s) as Taylor Woodrow may, with
the consent of the Panel or in accordance with the Code, decide) in respect of
not less than 90 per cent. (or such lower percentage as Taylor Woodrow may
decide) in nominal value of the Wilson Connolly Ordinary Shares to which the
Offer relates, provided that this condition shall not be satisfied unless Taylor
Woodrow and/or any of its wholly-owned subsidiaries shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, shares in Wilson
Connolly carrying in aggregate more than 50 per cent. of the voting rights then
normally exercisable at general meetings of Wilson Connolly. For the purposes
of this condition:
(i) shares which have been unconditionally allotted but not issued
before the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry upon being
entered into the Register of Members of Wilson Connolly; and
(ii) the expression "Wilson Connolly Ordinary Shares to which the Offer
relates" shall be construed in accordance with sections 428 to 430F of the
Companies Act 1985, as amended;
(b) the Office of Fair Trading in the United Kingdom indicating, in terms
reasonably satisfactory to Taylor Woodrow, that it is not the intention of the
Office of Fair Trading to refer the proposed acquisition of Wilson Connolly by
Taylor Woodrow or any matter arising therefrom or related thereto to the
Competition Commission;
(c) the passing at an Extraordinary General Meeting (or at any
adjournment thereof) of Taylor Woodrow of such resolution or resolutions as are
proposed:
(i) to approve, implement and effect the Offer and the acquisition of
any Wilson Connolly Ordinary Shares;
(ii) to increase the authorised share capital of Taylor Woodrow by the
creation of new non-voting cumulative redeemable preference shares;
(iii) to authorise the Board of Taylor Woodrow to allot certain
Taylor Woodrow Ordinary Shares
(iv) to authorise the Board of Taylor Woodrow to allot the new
non-voting cumulative redeemable preference shares; and
(v) to amend the articles of association of Taylor Woodrow to set out
the share rights of the new non-voting cumulative redeemable preference shares
and to make certain consequential and related amendments;
(d) the admission to the Official List of the New Taylor Woodrow Ordinary
Shares to be issued in connection with the Offer becoming effective in
accordance with the Listing Rules and the admission of such shares to trading
becoming effective in accordance with the Admission and Disclosure Standards of
the London Stock Exchange or (if Taylor Woodrow and Wilson Connolly so determine
and subject to the consent of the Panel) the UKLA agreeing to admit such shares
to the Official List and the London Stock Exchange agreeing to admit such shares
to trading subject only to (i) the allotment of such shares and/or (ii) the
Offer becoming or being declared unconditional in all respects;
(e) except as fairly disclosed to Taylor Woodrow or persons on its behalf
prior to the date hereof, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Wilson Connolly Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, which in consequence of the
Offer or the proposed acquisition of any shares or other securities in Wilson
Connolly or because of a change in the control or management of Wilson Connolly
or otherwise, will or can reasonably be expected to result in, to an extent
which is material in the context of the wider Wilson Connolly Group taken as a
whole:
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to, any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member thereunder
being terminated or adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(iii) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member;
(v) the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position
being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such
member,
and, except as fairly disclosed to Taylor Woodrow or persons on its behalf prior
to the date hereof, no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to which any member
of the wider Wilson Connolly Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, would or might
reasonably be expected to result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this condition (e) to an extent
in any case which is material in the context of the wider Wilson Connolly Group
taken as a whole;
(f) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party") having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or might
reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by any member of the wider Taylor
Woodrow Group or any member of the wider Wilson Connolly Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective businesses
(or any of them) or to own any of their respective assets or properties or any
part thereof, to an extent in any such case which is material in the context of,
respectively, the Taylor Woodrow Group taken as a whole or the wider Wilson
Connolly Group taken as a whole;
(ii) require, prevent or delay the divestiture by any member of the
wider Taylor Woodrow Group of any shares or other securities in Wilson Connolly
to an extent that is material in the context of the wider Wilson Connolly Group
as a whole;
(iii) impose any limitation on, or result in a delay in, the ability of
any member of the wider Taylor Woodrow Group directly or indirectly to acquire
or to hold or to exercise effectively any rights of ownership in respect of
shares or loans or securities convertible into shares or any other securities
(or the equivalent) in any member of the wider Wilson Connolly Group or the
wider Taylor Woodrow Group or to exercise management control over any such
member that is material in the context of the wider Wilson Connolly Group taken
as a whole;
(iv) adversely affect the business, assets or profits of any member of
the wider Taylor Woodrow Group or of any member of the wider Wilson Connolly
Group, respectively to an extent or in a manner which is material in the context
of Taylor Woodrow Group taken as a whole or the wider Wilson Connolly Group
taken as a whole;
(v) make the Offer or its implementation or the acquisition or proposed
acquisition by Taylor Woodrow or any member of the wider Taylor Woodrow Group of
any shares or other securities in, or control of Wilson Connolly void, illegal,
and/or unenforceable under the laws of any jurisdiction, or otherwise, directly
or indirectly, restrain, restrict, prohibit, delay or otherwise materially
interfere with the same or impose material additional conditions or obligations
with respect thereto, or otherwise materially challenge or interfere therewith
that is material in the context of the wider Wilson Connolly Group taken as a
whole;
(vi) require any member of the wider Taylor Woodrow Group or the
wider Wilson Connolly Group to offer to acquire any shares or other securities
(or the equivalent) or interest in any member of the wider Wilson Connolly Group
or the wider Taylor Woodrow Group owned by any third party to an extent that is
material in the context of the wider Wilson Connolly Group taken as a whole;
(vii) impose any limitation on the ability of any member of the
wider Wilson Connolly Group to integrate its business, or any part of it, with
the businesses of any other members, to an extent which is material in the
context of the wider Wilson Connolly Group taken as a whole,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed acquisition
of any Wilson Connolly Ordinary Shares having expired, lapsed or been
terminated;
(g) all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations that are material in
the context of the Offer in any jurisdiction having been complied with in
connection with the Offer or the acquisition by any member of the wider Taylor
Woodrow Group of any shares or other securities in, or control of, Wilson
Connolly and all material authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by Taylor Woodrow or any member of
the wider Taylor Woodrow Group for or in respect of the Offer (including,
without limitation, its implementation) or the proposed acquisition of any
shares or other securities in, or control of, Wilson Connolly by any member of
the wider Taylor Woodrow Group having been obtained in terms and in a form
reasonably satisfactory to Taylor Woodrow from all appropriate Third Parties or
persons with whom any member of the wider Wilson Connolly Group has entered into
contractual arrangements that are material in the context of the wider Wilson
Connolly Group taken as a whole and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances, permissions
and approvals together with all material authorisations, orders, recognitions,
grants, licences, confirmations, clearances, permissions and approvals necessary
or appropriate to carry on the business of any member of the wider Wilson
Connolly Group remaining in full force and effect and all filings necessary for
such purpose have been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Offer becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(h) except as publicly announced by Wilson Connolly prior to the date of
this announcement or as fairly disclosed to Taylor Woodrow or persons on behalf
of Taylor Woodrow prior to the date hereof, no member of the wider Wilson
Connolly Group having, since 31 December 2002:
(i) save as between Wilson Connolly and wholly-owned subsidiaries of
Wilson Connolly and save for Wilson Connolly Ordinary Shares issued pursuant to
the exercise of options granted under the Wilson Connolly Share Option Schemes,
issued, authorised or proposed the issue of additional shares of any class;
(ii) save as between Wilson Connolly and wholly-owned subsidiaries of
Wilson Connolly and save for the grant of options under the Wilson Connolly
Share Option Schemes, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights, warrants or
options to subscribe for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Wilson Connolly Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise save for the final dividend of 4.65p per Wilson Connolly Ordinary
Share in respect of the year ended 31 December 2002 which was paid on 30 May
2003 and the interim dividend of three pence per Wilson Connolly Ordinary Share
announced on 1 September 2003 and payable on 30 April 2004;
(iv) save for intra-Wilson Connolly Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, acquisition or disposal, transfer, mortgage, charge or security
interest (other than in the ordinary course of business);
(v) save for intra-Wilson Connolly Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital;
(vi) (a) issued, authorised or proposed the issue of any
debentures; or
(b) save for intra-Wilson Connolly Group transactions, incurred or
increased any indebtedness or become subject to any contingent liability, which
in either case is material in the context of the Wilson Connolly Group taken as
a whole;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save in
respect of the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business or
entered into or (save for remuneration entitlements fairly disclosed in writing
to Taylor Woodrow or persons on behalf of Taylor Woodrow prior to the date of
this announcement) changed the terms of any contract with any director or senior
executive;
(ix) entered into or varied, or authorised, proposed or announced its
intention to enter into or vary, any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or could reasonably be
expected to be materially restrictive on the businesses of any member of the
wider Wilson Connolly Group or the wider Taylor Woodrow Group or which involves
or could reasonably be expected to involve an obligation of such a nature or
magnitude or which is other than in the ordinary course of business and which in
each case is material in the context of the wider Wilson Connolly Group as a
whole;
(x) (other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;
(xi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the wider Wilson Connolly Group or
the wider Taylor Woodrow Group other than a restriction of a nature and extent
which is normal in the context of the Wilson Connolly Group taken as a whole;
(xii) waived or compromised any claim otherwise than in the ordinary
course of business; or
(xiii) entered into any contract, commitment, arrangement or
agreement or passed any resolution or made any offer (which remains open for
acceptance) with respect to, or announced any intention to, or to propose to,
effect, any of the transactions, matters or events referred to in this
condition;
(i) since 31 December 2002 and save as disclosed in the accounts for the
year then ended or as fairly disclosed to Taylor Woodrow or persons on its
behalf prior to the date hereof and save as publicly announced in accordance
with the Listing Rules by Wilson Connolly prior to the date of this
announcement:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member or
members of the wider Wilson Connolly Group, to an extent which is material in
the context of the wider Wilson Connolly Group as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Wilson Connolly Group is or may
become a party (whether as a claimant, defendant or otherwise) and no
investigation by any Third Party against or in respect of any member of the
wider Wilson Connolly Group having been instituted, announced or threatened by
or against or remaining outstanding in respect of any member of the wider Wilson
Connolly Group which in any such case would or might reasonably be expected to
adversely affect any member of the Wilson Connolly Group and which is material
in the context of the Wilson Connolly Group as a whole;
(iii) no contingent or other liabilities having arisen or become apparent
to Taylor Woodrow which might reasonably be expected to adversely affect any
member of the Wilson Connolly Group to an extent which is material in the
context of the Wilson Connolly Group as a whole; and
(iv) no steps having been taken which might reasonably be expected to
result in the withdrawal, cancellation, termination or material modification of
any licence held by any member of the wider Wilson Connolly Group;
(j) save as publicly announced in accordance with the Listing Rules by
Wilson Connolly prior to the date of this announcement or as otherwise fairly
disclosed in writing to Taylor Woodrow or persons on its behalf prior to that
date by Wilson Connolly, Taylor Woodrow not having discovered:
(i) that any financial, business or other information concerning the
wider Wilson Connolly Group as contained in the information publicly disclosed
at any time by or on behalf of any member of the wider Wilson Connolly Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not materially misleading, in any such case
to an extent that is material in the context of the wider Wilson Connolly Group
taken as a whole and which has not been corrected prior to the date hereof;
(ii) that any member of the wider Wilson Connolly Group, partnership,
company or other entity in which any member of the wider Wilson Connolly Group
has a significant economic interest and which is not a subsidiary undertaking of
Wilson Connolly is subject to any liability (contingent or otherwise) which is
not disclosed in the annual report and accounts of Wilson Connolly for the year
ended 31 December 2002 and which is material in the context of the wider Wilson
Connolly Group taken as a whole; or
(iii) any information which materially affects the import of any
information disclosed at any time by or on behalf of any member of the wider
Wilson Connolly Group;
(k) Taylor Woodrow not having discovered that except as publicly
announced or fairly disclosed to Taylor Woodrow or persons on its behalf prior
to the date hereof:
(i) any past or present member of the wider Wilson Connolly Group has
failed to comply with any and/or all applicable legislation or regulation of any
jurisdiction with regard to the disposal, spillage, release, discharge, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment or harm human health or animal health or otherwise relating to
environmental matters, or that there has otherwise been any such disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would be likely to give rise to
any liability (actual or contingent) on the part of any member of the wider
Wilson Connolly Group and which is material in the context of the wider Wilson
Connolly Group taken as a whole; or
(ii) there is, or is likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) of any past or present member
of the wider Wilson Connolly Group to make good, repair, reinstate or clean up
any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of the
wider Wilson Connolly group, under any environmental legislation, regulation,
notice, circular or order of any government, governmental, quasi-governmental,
state or local government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any jurisdiction and
which is material in the context of the wider Wilson Connolly Group taken as a
whole.
For the purposes of these conditions the "wider Wilson Connolly Group" means
Wilson Connolly and its subsidiary undertakings, associated undertakings and any
other undertaking in which Wilson Connolly and/or such undertakings (aggregating
their interests) have a significant interest and the "wider Taylor Woodrow Group
" means Taylor Woodrow and its subsidiary undertakings, associated undertakings
and any other undertaking in which Taylor Woodrow and/or such undertakings
(aggregating their interests) have a significant interest and for these purposes
"subsidiary undertaking", "associated undertaking" and "undertaking" have the
meanings given by the Companies Act 1985, other than paragraph 20(1)(b) of
Schedule 4A to that Act which shall be excluded for this purpose, and "
significant interest" means a direct or indirect interest in ten per cent. or
more of the equity share capital (as defined in that Act).
Taylor Woodrow reserves the right to waive, in whole or in part, all or any of
the above conditions, except condition (a), (c) (i) and (iii) and (d).
Conditions (c) (i) and (iii) and (d) must be fulfilled, and conditions (b), (c)
(ii), (iv) and (v) and (e) to (k) (inclusive) must be fulfilled or waived, by
midnight on the 21st day after the later of the first closing date of the Offer
and the date on which condition (a) is fulfilled (or in each such case such
later date as Taylor Woodrow may, with the consent of the Panel, decide).
Taylor Woodrow shall be under no obligation to waive or treat as satisfied any
of the conditions (b), (c) (ii), (iv) and (v) and (e) to (k) (inclusive) by a
date earlier than the latest date specified above for the satisfaction thereof,
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
If Taylor Woodrow is required by the Panel to make an offer for Wilson Connolly
Ordinary Shares under the provisions of Rule 9 of the Code, Taylor Woodrow may
make such alterations to any of the above conditions as are necessary to comply
with the provisions of that Rule.
PART B: CERTAIN FURTHER TERMS OF THE OFFER
The Offer will lapse if it is referred to the Competition Commission before 3.00
p.m. on the first closing date of the Offer or the date on which the Offer
becomes or is declared unconditional as to acceptances, whichever is the later.
Fractions of New Taylor Woodrow Ordinary Shares and Loan Notes will not be
allotted or issued to persons accepting the Offer. Entitlements to New Taylor
Woodrow Ordinary Shares and Loan Notes will be rounded down to the nearest whole
number with the fractional entitlement being settled in cash.
The New Taylor Woodrow Ordinary Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing Taylor Woodrow Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid hereafter other than the interim dividend of 2.4 pence
per Taylor Woodrow Ordinary Share announced today and payable on 3 November
2003. Applications will be made to the UKLA for the New Taylor Woodrow Ordinary
Shares to be admitted to the Official List and to the London Stock Exchange for
the New Taylor Woodrow Ordinary Shares to be admitted to trading.
Wilson Connolly Ordinary Shares will be acquired under the Offer free from all
liens, equities, charges, encumbrances and other interests and together with all
rights attaching thereto, including the right to receive all dividends and other
distributions declared, made or paid hereafter including (other than in relation
to Wilson Connolly Ordinary Shares in respect of which an election is made under
the Dividend Election Facility) the interim dividend of three pence per Wilson
Connolly Ordinary Share announced today and payable on 30 April 2004.
This Offer will be governed by English law and be subject to the jurisdiction of
the English courts, to the conditions set out above and in the formal Offer
Document and related Form of Acceptance.
APPENDIX II
Bases, sources and other information
1. Bases and sources
Unless otherwise stated:
(a) financial information relating to Wilson Connolly has been extracted
from the audited annual report and accounts of the Wilson Connolly Group for the
year ended 31 December 2002 or the unaudited interim financial statements of
Wilson Connolly for the six months ended 30 June 2003;
(b) financial information relating to Taylor Woodrow has been extracted
from the audited annual report and accounts of the Taylor Woodrow Group for the
year ended 31 December 2002 or the unaudited interim financial statements for
the six months ended 30 June 2003;
(c) the value of the ordinary share capital of Wilson Connolly is based
upon 208,595,938 Wilson Connolly Ordinary Shares in issue on 29 August 2003 (the
last business day prior to this announcement);
(d) all prices quoted for Wilson Connolly Ordinary Shares are Closing
Prices;
(e) net asset value per share for Wilson Connolly as at 30 June 2003 is
calculated by reference to Wilson Connolly's net asset value of #394.8 million
as at 30 June 2003 divided by 208,595,938, being the total number of Wilson
Connolly Ordinary Shares in issue on 29 August 2003;
(f) the enterprise value to EBIT multiple for Wilson Connolly of 9.7x
quoted in the announcement is calculated by reference to the Enterprise Value
for Wilson Connolly of #650.0 million (being the sum of #479.8 million, the
value of Wilson Connolly's existing issued ordinary share capital at the Offer
price, and #170.2 million, the value of Wilson Connolly's net debt as at 30 June
2003) divided by Wilson Connolly's operating profit of #67.0 million for the
year ended 31 December 2002; and
(g) the equity value multiple for Wilson Connolly of 11.7x quoted in the
announcement is calculated by dividing the Offer price of 230 pence per Wilson
Connolly Ordinary Share by 19.6 pence per share, being the earnings per share
before goodwill amortisation for Wilson Connolly for the year ended 31 December
2002.
2. Other information
Wilson Connolly had the following relevant securities in issue as at the close
of business on 29 August 2003:
(a) Ordinary shares of 25 pence each 208,595,938
(b) Options over ordinary shares of 25 pence each 2,801,163
Taylor Woodrow had the following relevant securities in issue as at the close of
business on 29 August 2003:
(a) Ordinary shares of 25 pence each 553,940,684
(b) Options over ordinary shares of 25 pence each 23,558,987
APPENDIX III
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
"Board" or "Directors" the board of directors of Taylor Woodrow or Wilson Connolly (as
the context requires), in each case at the date of this document;
"Cazenove" Cazenove & Co. Ltd, financial adviser to Wilson Connolly in
connection with the Offer;
"Closing Price" the closing, middle-market quotation derived from the Daily
Official List;
"Code" or "City Code" The City Code on Takeovers and Mergers;
"Companies Act" the Companies Act 1985 (as amended);
"Daily Official List" the Daily Official List of the London Stock Exchange;
"Dividend Election Facility" a facility under which Wilson Connolly Ordinary Shareholders
(other than certain overseas persons) will be able to elect to
receive their entitlement to the interim dividend of 3 pence per
Wilson Connolly Ordinary Share announced by Wilson Connolly today
provided that, if they so elect, their entitlement to cash
consideration under the basic terms of the Offer will be 197
pence per Wilson Connolly Ordinary Share;
"Extraordinary General Meeting" an extraordinary general meeting of Taylor Woodrow at which
resolutions will be proposed to approve, implement and effect the
Offer, to increase the authorised share capital of Taylor
Woodrow, to authorise the Board of Taylor Woodrow to allot
certain shares, and to make certain amendments to the articles of
association of Taylor Woodrow;
"Form of Acceptance" the form of acceptance, election and authority relating to the
Offer to be despatched to Wilson Connolly Ordinary Shareholders
with the Offer Document;
"HSBC" HSBC Bank plc
"LIBOR" the London Interbank Offered Rate expressed as a rate per annum
for Sterling deposits;
"Listing Rules" the listing rules made by the UKLA (as from time to time
amended);
"Loan Note Alternative" the alternative whereby Wilson Connolly Ordinary Shareholders
(other than certain overseas persons) who validly accept the
Offer will be able to elect to receive Loan Notes instead of some
or all of the cash consideration to which they would otherwise be
entitled to receive under the Offer;
"Loan Notes" floating rate unsecured loan notes due 31 December 2008 to be
issued by Taylor Woodrow pursuant to the Loan Note Alternative
under the Offer;
"London Stock Exchange" London Stock Exchange plc;
"Mix and Match Facility" a facility under which Wilson Connolly Ordinary Shareholders
(other than certain overseas persons) will be able to elect,
subject to availability, to vary the proportions in which they
receive New Taylor Woodrow Ordinary Shares and cash under the
Offer;
"New Taylor Woodrow Ordinary Shares" the new Taylor Woodrow Ordinary Shares to be issued, credited as
fully paid, pursuant to the Offer;
"New Taylor Woodrow Preference Shares" new non-voting cumulative redeemable preference shares of 25
pence each in Taylor Woodrow;
"Offer" the offer to be made outside the United States by UBS Investment
Bank and HSBC on behalf of Taylor Woodrow and in the United
States (excluding the US Restricted Jurisdictions) by Taylor
Woodrow to acquire all Wilson Connolly Ordinary Shares not
already owned by Taylor Woodrow and, where the context so
requires, any subsequent revision, variation, extension or
renewal thereof;
"Offer Document" the document to be sent to Wilson Connolly Ordinary Shareholders
containing the full terms and conditions of the Offer;
"Official List" the Official List of the UKLA;
"Panel" The Panel on Takeovers and Mergers;
"Restricted Jurisdiction" any US Restricted Jurisdiction, Australia, Canada or Japan or any
other jurisdiction where extension or acceptance of the Offer
would violate the law of that jurisdiction;
"SEC" the US Securities and Exchange Commission;
"Taylor Woodrow" Taylor Woodrow plc;
"Taylor Woodrow Group" Taylor Woodrow, its subsidiaries and its subsidiary undertakings;
"Taylor Woodrow Ordinary Shares" ordinary shares of 25 pence each in the capital of Taylor
Woodrow;
"Taylor Woodrow Ordinary Shareholders" holders of Taylor Woodrow Ordinary Shares;
"UBS" or "UBS Investment Bank" UBS Limited;
"UKLA" the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000;
"United States" or "US" the United States of America, its territories and possessions,
any State of the United States of America and the District of
Columbia;
"US Restricted Jurisdiction" any jurisdiction in the United States of America (including each
State and the District of Columbia), its territories and
possessions where it would be unlawful to make the Offer without
prior registration or qualification and there is no applicable
exemption from registration or qualification, which jurisdictions
do not include Iowa, Michigan, Ohio, and Pennsylvania;
"US Securities Act" the United States Securities Act of 1933, as amended;
"Wilson Connolly" Wilson Connolly Holdings plc;
"Wilson Connolly Group" Wilson Connolly, its subsidiaries and its subsidiary
undertakings;
"Wilson Connolly Optionholders" holders of options granted under the Wilson Connolly Share Option
Schemes or otherwise;
"Wilson Connolly Ordinary Shareholders" holders of Wilson Connolly Ordinary Shares;
"Wilson Connolly Ordinary Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 25p each in Wilson Connolly and any further
such shares which are unconditionally allotted or issued while
the Offer remains open for acceptance (or, subject to the
provisions of the Code, such earlier date as Taylor Woodrow may
decide); and
"Wilson Connolly Share Option Schemes" the Wilson Connolly Executive Share Option Scheme, the Wilson
Connolly Incentive Share Plan, the Wilson Connolly
Savings-Related Share Option Scheme and the Wilson Connolly
Employee Share Scheme.
This information is provided by RNS
The company news service from the London Stock Exchange
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