Barratt Developments PLC
26 April 2007
For immediate release
Not for release, publication or distribution in or into Australia, Canada or
Japan.
26 April 2007
Completion of the acquisition of Wilson Bowden plc
by Barratt Developments PLC
The scheme of arrangement under section 425 of the Companies Act to implement
the recommended acquisition by Barratt of the entire issued and to be issued
share capital of Wilson Bowden has now become Effective in accordance with its
terms and the Acquisition has been completed.
Pursuant to the Mix and Match Facility elections for New Barratt Shares will be
met in full. Elections for cash cannot be satisfied in full since there have
not been sufficient offsetting elections for New Barratt Shares and, pursuant to
the terms of the Mix and Match Facility, the elections of the relevant Wilson
Bowden Shareholders will be scaled back on a pro rata basis. Accordingly, the
holders of Wilson Bowden Shares who elected to receive cash will receive cash in
respect of approximately 4 per cent. of their elections. Wilson Bowden
Shareholders also elected for £102 million of Loan Notes rather than cash under
the Loan Note Alternative. Accordingly, Barratt will pay a total of £813
million in cash and issue £102 million of Loan Notes.
In respect of Wilson Bowden Shares for which no valid election under either the
Mix and Match Facility or the Loan Note Alternative has been made, Wilson Bowden
Shareholders will receive the basic offer consideration of 950 pence in cash and
1.0647 New Barratt Shares for each Wilson Bowden Share.
Wilson Bowden Shareholders' fractional entitlements to New Barratt Shares will
be aggregated and sold in the market and the net proceeds paid in cash to the
Wilson Bowden Shareholders entitled thereto.
Dealings in Wilson Bowden Shares on the London Stock Exchange's main market for
listed securities and the listing of the Wilson Bowden Shares on the Official
List have been cancelled at Wilson Bowden's request. The New Barratt Shares
were admitted to the Official List and to trading on the London Stock Exchange's
main market for listed securities with effect from 8 a.m. today.
The latest date for the despatch of share certificates in respect of New Barratt
Shares and cheques in respect of the cash consideration payable and Loan Note
certificates in respect of Loan Note consideration is Thursday 10 May 2007, and
for settlement of cash consideration through CREST is Tuesday 8 May 2007.
Settlement of the cash consideration whether by cheque or through CREST will
also include cash in respect of any fractional entitlements.
Unless stated otherwise, terms defined in the Prospectus dated 8 March 2007 have
the same meaning in this announcement.
Enquiries:
Barratt Developments PLC
Tel: +44 (0) 191 227 2000
Mark Pain
Patrick Law
UBS Investment Bank
(financial adviser and joint-broker to Barratt)
Tel: +44 (0) 20 7567 8000
Liam Beere
John Woolland
Credit Suisse Securities (Europe) Limited
(joint-broker to Barratt in respect of the Acquisition)
Tel: +44 (0) 20 7888 8888
Peter Hyde
John Hannaford
Weber Shandwick
(PR adviser to Barratt)
Tel: +44 (0) 20 7067 0700
Terry Garrett
Chris Lynch
Nick Dibden
UBS is acting as exclusive financial adviser and joint-broker to Barratt, and no
one else, in connection with the Acquisition and will not be responsible to
anyone other than Barratt for providing the protections afforded to the clients
of UBS nor for providing advice in relation to the Acquisition or any other
matter referred to herein.
Credit Suisse is acting as joint-broker to Barratt in respect of the
Acquisition, and no one else in connection with the Acquisition and will not be
responsible to anyone other than Barratt for providing the protections afforded
to the clients of Credit Suisse nor for providing advice in relation to the
Acquisition or any other matter referred to herein.
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,
the City Code and the Listing Rules 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 an offer of securities for sale in the United States.
The New Barratt Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the '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
New Barratt Shares has been, or will be, applied for in any jurisdiction other
than the UK. The New Barratt Shares may not be offered or sold in the United
States absent registration under the Securities Act or an exemption from
registration. The New Barratt Shares have been issued in reliance upon the
exemption from the registration requirements of the Securities Act provided by
Section 3(a)(10) thereof. Under applicable US securities laws, Wilson Bowden
Shareholders (whether or not US persons) who are or will be 'affiliates' of
Wilson Bowden or Barratt prior to, or of Barratt after, the Effective Date will
be subject to certain transfer restrictions relating to the New Barratt Shares
received in connection with the Scheme.
The Loan Notes have not been, nor will they be, registered under the Securities
Act or under the securities laws of any state, district or other jurisdiction of
the United States and the Loan Notes are not being offered in, and may not be
transferred into, the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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