Wilson Bowden plc
Barratt Developments PLC
05 February 2007
Not for release, publication or distribution in or into Australia, Canada or
Japan.
5 February 2007
RECOMMENDED CASH AND SHARE OFFER
for
Wilson Bowden plc
by
Barratt Developments PLC
The boards of Barratt Developments PLC and Wilson Bowden plc are pleased to
announce that they have agreed the terms of a recommended cash and share offer
to be made by Barratt to acquire the entire issued and to be issued ordinary
share capital of Wilson Bowden.
Highlights
• Under the terms of the Acquisition, Wilson Bowden Shareholders will be
entitled to receive:
For each Wilson Bowden Share 950 pence in cash
AND
1.0647 New Barratt Shares
• The recommended cash and share Acquisition:
- values each Wilson Bowden Share at 2,245 pence after
taking account of the Barratt interim dividend of 11.38 pence, to which Wilson
Bowden Shareholders will not be entitled in respect of their New Barratt
Shares;1
- values Wilson Bowden's issued and to be issued
ordinary share capital at approximately £2.2 billion;
- represents a premium of approximately 23 per cent. to
the Closing Price of a Wilson Bowden Share of 1,831 pence on 24 November 2006,
the last Business Day before Wilson Bowden announced that it was in preliminary
discussions which may or may not lead to an offer for Wilson Bowden; and
- represents a premium of approximately 63 per cent. to
the Closing Price of a Wilson Bowden Share of 1,380 pence on 14 July 2006, the
Closing Price immediately prior to the announcement that Wilson Bowden was aware
that an independent review of the Wilson Family holdings in Wilson Bowden was
being conducted. Over the same period, Barratt's share price has increased by
35 per cent.,
in each case based on the Closing Price of a Barratt Share of 1,228 pence on 2
February 2007, the last Business Day prior to the date of this announcement.
Note:
(1) The value for each Wilson Bowden Share is calculated after adjusting the
value of Barratt Shares to reflect the Barratt interim dividend of 11.38 pence
to which holders of Wilson Bowden Shares will not be entitled. Prior to this
adjustment, the terms of the Acquisition would value each Wilson Bowden Share at
2,257 pence.
• The Acquisition is expected to be earnings enhancing in
the first full year following the Effective Date.2
• As at the close of business on 2 February 2007, the last
Business Day prior to the date of this announcement, the Enlarged Group would
have had a pro forma market capitalisation of £4.3 billion.
• Immediately following the Effective Date, assuming that
the maximum number of New Barratt Shares to be issued pursuant to the
Acquisition had been issued by that time, it is expected that Barratt
Shareholders will own approximately 70 per cent., and Wilson Bowden Shareholders
will own approximately 30 per cent., of Barratt's enlarged issued share capital.
• It is intended that the Acquisition will be effected by
way of a scheme of arrangement of Wilson Bowden although Barratt reserves the
right in its absolute discretion to implement the Acquisition by way of the
Offer.
Commenting on the Acquisition, Charles Toner, Group Chairman of Barratt, said:
'I am delighted that we have reached an agreement with Wilson Bowden. This is
an excellent strategic fit for Barratt which will create a sector leader with
strengths right across the market, in terms of both geographical coverage and
product offering. The benefits of bringing these two well managed groups
together will unlock opportunities that will provide added impetus for future
growth. This is a move that will deliver value and is an exceptional
opportunity for shareholders in both companies.'
Commenting on the Acquisition, David Wilson, Chairman of Wilson Bowden, said:
'After a long and thorough process, the Wilson Bowden board has concluded that
the way forward is to combine the group with Barratt Developments PLC.
The enlarged group will be one of the UK's largest housebuilders. It will be in
an excellent position to develop the strengths of each business, housebuilding,
social housing and commercial property development, and to deliver significant
benefits from the opportunities emerging in the market.
Both businesses have powerful brands and a wealth of strong management, which
will be developed and motivated to create fresh and exciting opportunities that
will drive the combined business forward.
The transaction provides all Wilson Bowden shareholders with significant value
and an opportunity to participate in the great potential of the enlarged
business.'
Note:
(2) This statement should not be taken to imply that the earnings of Barratt for
the year ended 30 June 2008 (assuming the Effective Date is on or prior to 30
June 2007) will be higher than the previous year.
Strategic rationale
The Barratt Board believes that the Acquisition has compelling strategic and
financial logic for both Barratt and Wilson Bowden and that it represents an
attractive opportunity to participate in enhanced value for both the existing
Barratt Shareholders and, through the share element of the consideration for
their Wilson Bowden Shares, Wilson Bowden Shareholders. The Enlarged Group will
be positioned as one of the UK's leading housebuilders.
The principal benefits of the Acquisition include:
- Highly complementary geographic fit
The Enlarged Group will benefit from a better balanced regional profile,
with housebuilding activities well distributed between the North of England, the
Midlands, the South of England, Scotland and Wales.
- Creation of a 'best in class' management team
It is Barratt's intention to offer jobs in the combined business to the people
who are best suited to them, in order to create a 'best in class' management
team.
- Greater flexibility from an expanded strategic and consented landbank
Based on the two companies' last reported figures3, the Enlarged Group
would have had a pro forma combined landbank of 103,557 plots and a strategic
landbank of approximately 12,600 acres. Based on the pro forma volume for the
twelve months to 30 June 2006, the Enlarged Group's landbank would have
represented approximately 5.3 years' worth of supply. It is the Barratt Board's
intention to continue to invest in land purchases to accelerate the delivery of
organic growth through continued investment in the landbank and the proposed
capital structure of the Enlarged Group reflects this. As a result, it is not
envisaged that there will be any significant reduction in the aggregate amount
of land the two companies purchase.
- Synergies
The Barratt Board believes that the Enlarged Group will be able to deliver
annualised pre-tax cost synergies from operational and purchasing efficiencies
of at least £45 million in the second full financial year after the Effective
Date.4
- Full-range housebuilding product offering
The Enlarged Group's product offering will span the width of the housebuilding
market in the UK, from social housing within both Barratt's and Wilson Bowden's
existing operations to the upmarket housing offered under the well-respected
premium David Wilson Homes brand.
- Expanded commercial development capacity
Wilson Bowden's commercial development business is expected to provide the
Enlarged Group with the ability to bid for an increased number of large mixed
use developments.
Note:
(3) As at 31 December 2006, the Barratt Group's landbank comprised 70,500 plots.
As at 30 June 2006, the Wilson Bowden Group's landbank comprised 33,057 plots.
(4) The expected synergies have been calculated by Barratt on the basis of the
existing and projected cost and operating structures of Barratt and Barratt's
estimate of the existing and projected cost and operating structures of Wilson
Bowden. Statements of estimated synergies relate to future actions and
circumstances, which, by their nature involve risks, uncertainties,
contingencies and other factors. As a result, the synergies referred to may not
be achieved, or those achieved may be materially different from those estimated.
Irrevocable Undertakings
• Barratt has received irrevocable undertakings in respect
of a total of 35,692,502 Wilson Bowden Shares, representing in aggregate
approximately 37.7 per cent. of the existing issued share capital of Wilson
Bowden. Further details are given immediately below and in the main body of the
announcement.
• The Wilson Bowden Directors who hold Wilson Bowden Shares
(including David Wilson) and certain members of the Wilson family have
undertaken to vote in favour of the Scheme (or, as the case may be, to accept
the Offer) in respect of a total of 23,504,431 Wilson Bowden Shares,
representing in aggregate approximately 24.8 per cent. of the existing issued
share capital of Wilson Bowden. These irrevocable undertakings continue to be
binding in the event of a higher offer being made for Wilson Bowden. Further
details in relation to these irrevocable undertakings (including in relation to
the circumstances in which they cease to be binding) are given in the main body
of the announcement.
• The trustees of certain Wilson family trusts have
undertaken to vote in favour of the Scheme (or, as the case may be, to accept
the Offer) in respect of a total of 12,188,071 Wilson Bowden Shares,
representing in aggregate approximately 12.9 per cent. of the existing issued
share capital of Wilson Bowden. These irrevocable undertakings cease to be
binding in certain circumstances if:
(i) a person not acting in concert with Barratt announces, at or prior
to 11.59 p.m. on the seventh day after the date of release of this announcement,
a firm intention to make an offer for Wilson Bowden which represents an
improvement of at least 10 per cent. per Wilson Bowden Share over the value of
the consideration available under the Acquisition; and
(ii) either (a) Barratt fails to announce, at or prior to 11.59 p.m. on
the seventh day after such higher offer is announced, a revision to the terms of
the Acquisition which represents an improvement to the consideration per Wilson
Bowden Share available under such higher offer or (b) Barratt does announce, at
or prior to 11.59 p.m. on the seventh day after such higher offer is announced,
such a revision to the terms of the Acquisition but, following the announcement
of the revision to the Acquisition, a third party announces an offer which
represents an improvement of at least 10 per cent. per Wilson Bowden Share over
the value of the consideration available under the Acquisition (as so revised).
Further details in relation to these irrevocable undertakings (including in
relation to the circumstances in which they cease to be binding) are given in
the main body of the announcement.
This summary should be read in conjunction with the main body of the
announcement.
There will be a presentation to investors and analysts at 9.15 a.m. on Monday 5
February 2007 at UBS, 1 Finsbury Avenue, London EC2M 2PP.
UBS is acting as exclusive financial adviser and joint-broker to Barratt.
Credit Suisse is acting as joint-broker to Barratt.
HSBC is acting as exclusive financial adviser to Wilson Bowden. Bridgewell and
Morgan Stanley are acting as joint-brokers to Wilson Bowden. Rothschild is
acting as exclusive financial adviser to the Wilson Family.
Enquiries:
Barratt Developments PLC Wilson Bowden plc
Tel: +44 (0) 191 227 2000 Tel: +44 (0) 1530 260777
Charles Toner Ian Robertson
Mark Clare
Mark Pain
UBS Investment Bank HSBC Bank plc
(financial adviser and joint-broker to Barratt) (financial adviser to Wilson Bowden)
Tel: +44 (0) 20 7567 8000 Tel: +44 (0) 20 7991 8888
Liam Beere Charles Packshaw
Hugo Robinson Simon Cloke
Nick McCarthy
Credit Suisse Securities (Europe) Limited Bridgewell
(joint-broker to Barratt in respect of the acquisition) (joint-broker to Wilson Bowden)
Tel: +44 (0) 20 7888 8888 Tel: +44 (0) 20 7003 3000
Peter Hyde Ben Money-Coutts
John Hannaford
Weber Shandwick Morgan Stanley
(PR adviser to Barratt) (joint-broker to Wilson Bowden)
Tel: +44 (0) 20 7067 0700 Tel: +44 (0) 20 7425 8000
Terry Garrett Paul Baker
Chris Lynch Alastair Cochran
Nick Dibden
Financial Dynamics
(PR adviser to Wilson Bowden)
Tel: +44 (0) 20 7831 3113
Jon Simmons
James Ottignon
Wilson Family
Rothschild
(financial adviser to the Wilson Family)
Tel: +44 (0) 20 7280 5000
Alex Midgen
Kevin Ramsden
This summary should be read in conjunction with the full text of the following
announcement and the Appendices. The conditions to and certain further terms of
the Acquisition are set out in Appendix 1. The bases and sources of certain
financial information contained in this announcement are set out in Appendix 2.
Certain definitions and terms used in this announcement are set out in Appendix
3.
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.
HSBC, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Wilson Bowden in connection with
the Acquisition and will not be responsible to anyone other than Wilson Bowden
for providing the protections afforded to the clients of HSBC nor for providing
advice in relation to the Acquisition or any other matter referred to herein.
Bridgewell is acting as joint-broker to Wilson Bowden, and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Wilson Bowden for providing the protections afforded to the clients of
Bridgewell nor for providing advice in relation to the Acquisition or any other
matter referred to herein.
Morgan Stanley is acting as joint-broker to Wilson Bowden, and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Wilson Bowden for providing the protections afforded to the clients of Morgan
Stanley nor for providing advice in relation to the Acquisition or any other
matter referred to herein.
Rothschild, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting as exclusive financial adviser to the
Wilson Family and no one else in relation to the Acquisition and will not be
responsible to anyone other than the Wilson Family for providing the protections
afforded to clients of Rothschild nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to herein.
Overseas Jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law
and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of England.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. This announcement does not constitute a prospectus
or a prospectus equivalent document. Wilson Bowden Shareholders are advised to
read carefully the formal documentation in relation to the Acquisition once it
has been despatched.
In particular, this announcement is not an offer of securities for sale in the
United States and the New Barratt Shares, which will be issued in connection
with the Acquisition, have not been, and will not be, registered under 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. It is expected that the New Barratt
Shares will be 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.
Unless Barratt otherwise determines, relevant clearances and registrations have
not been, nor will they be, sought or obtained, nor have any steps been taken,
nor will any steps be taken, to enable the Loan Notes to be publicly offered in
compliance with applicable securities laws of any jurisdiction. 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. The Loan Notes may not (subject to certain limited
exceptions) be offered, sold, transferred or delivered, directly or indirectly,
in any other jurisdiction (including, without limitation, in Australia, Canada
or Japan) where to do so would violate the laws of that jurisdiction or would
require registration thereof in such jurisdiction.
Notice to US Investors in Wilson Bowden: The Acquisition relates to the shares
of a UK company and is proposed to be made by means of a scheme of arrangement
provided for under the laws of England and Wales. The Acquisition is subject to
the disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure and other requirements
of US securities laws. Financial information included in the relevant
documentation will have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to the financial
statements of US companies.
If Barratt decides to implement the Acquisition by way of the Offer, it will be
made in satisfaction of the procedural and filing requirements of the US
securities laws, to the extent applicable. If the Acquisition is implemented by
way of the Offer, the New Barratt Shares to be issued in connection with such
Offer will not be registered under the Securities Act or under the securities
laws of any state, district or other jurisdiction of the United States and may
not be offered, sold or delivered, directly or indirectly, in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Barratt does not intend to
register any such New Barratt Shares or part thereof in the United States or to
conduct a public offering of the New Barratt Shares in the United States.
Forward Looking Statements
This announcement contains forward looking statements that are based on current
expectations or beliefs, as well as assumptions about future events. These
statements are based on the current expectations of the management of Barratt
and are naturally subject to uncertainty and changes in circumstances. Undue
reliance should not be placed on any such statements because, by their very
nature, they are subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and Barratt's plans
and objectives, to differ materially from those expressed or implied in the
forward looking statements.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements. Among the factors
that could cause actual results to differ materially from those described in the
forward looking statements are Barratt's ability to combine successfully the
businesses of Wilson Bowden and Barratt and to realise expected synergies from
that combination, changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or dispositions.
Neither Barratt nor Wilson Bowden undertakes any obligation (except as required
by the Listing Rules and the rules of the London Stock Exchange) to revise or
update any forward looking statement contained in this announcement, regardless
of whether that statement is affected as a result of new information, future
events or otherwise.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of '
relevant securities' of Barratt or Wilson Bowden, all 'dealings' in any '
relevant securities' of that company (including by means of an option in respect
of, or a derivative referenced to, any such 'relevant securities') must be
publicly disclosed by no later than 3.30 p.m. on the London business day
following the date of the relevant transaction. This requirement will continue
until the Scheme becomes Effective, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends (or, if Barratt elects to effect the
Acquisition by way of the Offer, until the date on which the Offer becomes, or
is declared, unconditional as to acceptances, lapses or is otherwise withdrawn
or on which the 'offer period' otherwise ends). If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal,
to acquire an 'interest' in 'relevant securities' of Barratt or Wilson Bowden,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Barratt or Wilson Bowden by Barratt or Wilson Bowden, or by any
of their respective 'associates', must be disclosed by no later than 12.00 noon
on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Not for release, publication or distribution in or into Australia, Canada or
Japan.
5 February 2007
RECOMMENDED CASH AND SHARE OFFER
for
Wilson Bowden plc
by
Barratt Developments PLC
1. Introduction
The boards of Barratt Developments PLC and Wilson Bowden plc are pleased to
announce that they have agreed the terms of a recommended cash and share offer
to be made by Barratt to acquire the entire issued and to be issued ordinary
share capital of Wilson Bowden. It is currently intended that the Acquisition
will be implemented by way of scheme of arrangement and, subject to the
satisfaction, or, where appropriate, waiver, of the Conditions, it is expected
that the Acquisition will become effective during the first half of 2007.
2. The Acquisition
Pursuant to the Acquisition, which will be subject to the Conditions and further
terms set out below and in Appendix 1 and the full terms and conditions which
will be set out in the Scheme Document (or, as the case may be, the Offer
Document), Wilson Bowden Shareholders will be entitled to receive:
For each Wilson Bowden Share 950 pence in cash
AND
1.0647 New Barratt Shares
and so in proportion for any number of Wilson Bowden Shares held.
The recommended cash and share Acquisition:
• values each Wilson Bowden Share at 2,245 pence after taking account of
the Barratt interim dividend of 11.38 pence, to which Wilson Bowden Shareholders
will not be entitled in respect of their New Barratt Shares;1
• values Wilson Bowden's issued and to be issued ordinary share capital
at approximately £2.2 billion;
• represents a premium of approximately 23 per cent. to the Closing
Price of a Wilson Bowden Share of 1,831 pence on 24 November 2006, the last
Business Day before Wilson Bowden announced that it was in preliminary
discussions which may or may not lead to an offer for Wilson Bowden; and
• represents a premium of approximately 63 per cent. to the Closing
Price of a Wilson Bowden Share of 1,380 pence on 14 July 2006, the Closing Price
immediately prior to the announcement that Wilson Bowden was aware that an
independent review of the Wilson Family holdings in Wilson Bowden was being
conducted. Over the same period, Barratt's share price has increased by 35 per
cent.,
in each case based on the Closing Price of a Barratt Share of 1,228 pence on 2
February 2007, the last Business Day prior to the date of this announcement.
Subject to the Acquisition becoming Effective, Wilson Bowden Shareholders will
not be entitled to any final dividend in respect of the Wilson Bowden Shares for
the full year ended 31 December 2006.
Immediately following the Effective Date, assuming that the maximum number of
New Barratt Shares to be issued pursuant to the Acquisition had been issued by
that time, it is expected that Barratt Shareholders will own approximately 70
per cent., and Wilson Bowden Shareholders will own approximately 30 per cent.,
of Barratt's enlarged issued share capital.
The New Barratt Shares will be issued credited as fully paid and will rank pari
passu in all respects with the Barratt Shares in issue at the time the New
Barratt Shares are issued pursuant to the Acquisition, including the right to
receive and retain dividends and other distributions declared, made or paid by
reference to a record date falling after the Effective Date. The New Barratt
Shares will not however rank for the interim dividend in respect of the half
year ended 31 December 2006. The Barratt Board has resolved to pay, on or around
25 May 2007, an interim dividend of 11.38 pence in respect of this period to
Barratt Shareholders on the register on 30 March 2007. Applications will be
made to the UKLA for the New Barratt Shares to be admitted to the Official List
and to the London Stock Exchange for the New Barratt Shares to be admitted to
trading on the London Stock Exchange's market for listed securities.
In the event that the Acquisition is to be implemented pursuant to the Offer,
the Wilson Bowden Shares will be acquired pursuant to the Offer fully paid and
free from all liens, charges, equitable interests, encumbrances and rights of
pre-emption and any other interests of any nature whatsoever and together with
all rights attaching thereto. Any new Wilson Bowden Shares issued to Barratt or
its nominee(s) pursuant to the Scheme will be issued on the same basis.
Note:
(1) The value for each Wilson Bowden Share is calculated after adjusting the
value of Barratt Shares to reflect the Barratt interim dividend of 11.38 pence
to which holders of Wilson Bowden Shares will not be entitled. Prior to this
adjustment, the terms of the Acquisition would value each Wilson Bowden Share at
2,257 pence.
3. Recommendation
The Wilson Bowden Directors, who have been so advised by HSBC, consider the
terms of the Acquisition to be fair and reasonable. In providing their advice to
the Wilson Bowden Directors, HSBC has taken into account the commercial
assessments of the Wilson Bowden Directors. Accordingly, the Wilson Bowden
Directors intend unanimously to recommend that Wilson Bowden Shareholders vote
in favour of the Scheme (or, as the case may be, accept the Offer), as they have
irrevocably undertaken to do in respect of their own beneficial holdings, which
in aggregate amount to 19,366,827 Wilson Bowden Shares, representing
approximately 20.5 per cent. of Wilson Bowden's existing issued share capital.
4. Conditions and Implementation of the Acquisition
The Acquisition will be subject to the satisfaction or, where appropriate,
waiver of the Conditions, including the sanction of the Scheme by the Court and
the admission to trading of the New Barratt Shares. As is referred to below,
the Acquisition is also subject to the passing by Barratt Shareholders of the
resolutions to be proposed at the Barratt Extraordinary General Meeting and to
the passing by Wilson Bowden Shareholders of the resolution(s) to be proposed at
the Wilson Bowden Extraordinary General Meeting and also at the Scheme Meeting.
It is currently intended that the Acquisition will be effected by way of a
scheme of arrangement of Wilson Bowden under section 425 of the Companies Act,
although Barratt and Wilson Bowden have agreed that Barratt may, if it so
determines and in its absolute discretion, implement the Acquisition by making a
takeover offer for the entire issued and to be issued ordinary share capital of
Wilson Bowden. The Directors of Wilson Bowden have confirmed that, in the event
that Barratt determines to implement the Acquisition by way of the Offer, the
Directors of Wilson Bowden will recommend, on a unanimous and unqualified basis,
that Wilson Bowden Shareholders accept the Offer except to the extent that the
Wilson Bowden Directors determine in good faith (having taken appropriate legal
and financial advice) that such unanimous and unqualified recommendation should
not be given or should be withdrawn or modified in compliance with their
fiduciary duties.
5. Background to the Acquisition
On 14 July 2006, Wilson Bowden announced that it was aware that an independent
review of the Wilson Family holdings in Wilson Bowden was being conducted. In
November 2006, the Wilson Bowden Board commenced a formal process to assess the
interest of a number of parties in Wilson Bowden and, following press
speculation, Wilson Bowden announced on 26 November 2006 that it was in
preliminary discussions with a number of parties regarding a possible offer for
Wilson Bowden. This announcement represents the culmination of that process.
6. Reasons for the Acquisition and plans for Wilson Bowden
The Board of Barratt believes that the Acquisition has compelling strategic and
financial logic for both Barratt and Wilson Bowden and that it represents an
attractive opportunity to deliver enhanced value for both the existing Barratt
Shareholders and, through the share element of the consideration, for the Wilson
Bowden Shareholders. The Enlarged Group will be positioned as one of the UK's
leading housebuilders with homebuilding activities distributed across the UK
mainland, providing a strong base for future growth. For the twelve months to
30 June 2006, the Enlarged Group would have had pro forma completions of 19,702.
The principal benefits of the Acquisition include:
- Highly complementary geographic fit
Barratt initially operated in the North of England and has
subsequently expanded in the South of England. The Wilson Bowden Group is well
represented in the Midlands, and Barratt estimates that around 45 per cent. of
Wilson Bowden's sales were generated in this region in the year to 31 December
2005. The Enlarged Group will benefit from a better balanced regional profile,
with housebuilding activities distributed between the South of England, the
Midlands, the North of England, Scotland and Wales, the main focus of which will
be the South of England (which Barratt estimates would have been 46 per cent. of
sales in respect of the twelve months to 30 June 2006) and the Midlands (which
Barratt estimates would have been 28 per cent. of sales in the same period).
In the year to 30 June 2006, Barratt Group's sales were distributed as follows:
52 per cent. in the South of England, 20 per cent. in the Midlands, 20 per cent.
in the North of England and 8 per cent. in Scotland. For the same period,
Barratt estimates that Wilson Bowden's Group sales were distributed as follows:
35 per cent. in the South of England, 45 per cent. in the Midlands, 15 per cent.
in the North of England and 5 per cent. in Scotland. Barratt estimates that the
pro forma combined group sales distribution would have been 46 per cent. in the
South of England, 28 per cent. in the Midlands, 18 per cent. in the North of
England and 7 per cent. in Scotland.
- Creation of a 'best in class' management team
It is Barratt's intention to offer jobs in the combined business to the people
who are best suited to them, in order to create a 'best in class' management
team.
- Greater flexibility from an expanded strategic and
consented landbank
Based on the two companies' last reported figures2, the Enlarged Group would
have had a pro forma combined landbank of 103,557 plots and a strategic landbank
of approximately 12,600 acres. Based on the pro forma volume for the twelve
months to 30 June 2006, the Enlarged Group's landbank would have represented
approximately 5.3 years' worth of supply. In addition, the acquisition of
Wilson Bowden will provide Barratt with strategic land purchasing expertise and
the opportunity to increase the Enlarged Group's strategic landbank. It is the
Barratt Board's intention to continue to invest in land purchases to drive
organic growth. As a result, it is not envisaged that there will be any
significant reduction in the aggregate level of land which the two businesses
purchase.
- Synergies
It is expected that the scale of the combined housebuilding operations will lead
to material synergies. Annualised synergy savings of at least £45 million are
expected to be delivered in the second full financial year after the Acquisition
becomes Effective.3 One-off exceptional costs of £35 million are expected to be
incurred in realising these synergies. Following the Effective Date, Barratt
intends to undertake a detailed review of all of the assets of the Wilson Bowden
Group.
- Full range housebuilding product offering
The Enlarged Group's product offering will span the width of the housebuilding
market in the UK, from social housing within the Barratt and Wilson Bowden
Group's existing operations to the upmarket housing offered under the
well-respected David Wilson Homes premium brand.
The Barratt Group's product offering covers a wide range of homes from the iPad
(affordable homes for first-time buyers), to large four and five bedroom
executive homes, to distinctive large city apartment complexes. The Wilson
Bowden Group's product range comprises similar products, but with greater
strength in detached and semi-detached family homes, focusing on the premium end
of the market, with a reputation for high quality.
The combination of the two groups is expected to deliver an increased exposure
to the premium end of the market through the Wilson Bowden Group's higher
average selling price. In the year to 30 June 2006, the average pro forma
selling price (excluding serviced land sales) for the Enlarged Group would have
been around £175,400 compared with pro forma for Barratt of £165,800 and for
Wilson Bowden of £203,100, in respect of the same period. By increasing the
average selling price through greater access to the premium end of the market,
it is expected that greater value will be extracted from the existing landbank
and future development opportunities.
- Expanded commercial development capacity
As well as its more traditional housebuilding activities, Barratt also seeks to
develop commercial and mixed use sites in large edge of town centre projects.
Wilson Bowden has a significant number of large mixed use opportunities as well
as offices, industrial parks, and various retail developments. The combination
of the two groups is expected to enable the Enlarged Group to bid for an
increased number of large mixed used developments.
The Acquisition is expected to be earnings enhancing in the first full year
following the Effective Date.4
As at the close of business on 2 February 2007, the last Business Day prior to
the date of this announcement, the Enlarged Group would have had a pro forma
market capitalisation of £4.3 billion.
Notes:
(2) As at 31 December 2006, the Barratt Group's landbank comprised 70,500 plots.
As at 30 June 2006, the Wilson Bowden Group's landbank comprised 33,057 plots.
(3) The expected synergies have been calculated by Barratt on the basis of the
existing and projected cost and operating structures of Barratt and Barratt's
estimate of the existing and projected cost and operating structures of Wilson
Bowden. Statements of estimated synergies relate to future actions and
circumstances, which, by their nature involve risks, uncertainties,
contingencies and other factors. As a result, the synergies referred to may not
be achieved, or those achieved may be materially different from those estimated.
(4) This statement should not be taken to imply that the earnings of Barratt for
the year ended 30 June 2008 (assuming the Effective Date is on or prior to 30
June 2007) will be higher than the previous year.
7. Information relating to Barratt
Barratt Group has been building homes since 1958 and has 33 operating divisions
throughout England, Scotland and Wales. Barratt is the parent of a group of
companies serving substantially all sectors of the market in the UK, creating
high quality homes for sale, rent and shared ownership, often in partnership
with local authorities, housing associations and others. Barratt Group was a
pioneer in inner-city regeneration in the UK and is a leading participant in
brownfield development in the UK. Barratt has earned a number of major UK
housebuilding industry awards in recent years.
For the year ended 30P June 2006, the Barratt Group reported turnover of £2,431
million and pre-tax profit of £391 million. The Barratt Group effected 14,601
completions at an average selling price of £165,800. As at 31 December 2006,
the Barratt Group had a landbank of 70,500 plots (including 8,000 plots agreed
but subject to contract) at the year end, equating to 4.8 years' worth of supply
at 2005/06 volumes.
8. Information relating to Wilson Bowden
Wilson Bowden is the parent of a group of companies engaged in residential and
commercial property development throughout most areas of Great Britain. Wilson
Bowden's residential development expertise ranges from apartments for town and
city dwellers, through smaller traditional homes to five and six bedroom
executive homes. Wilson Bowden's commercial property development skills are in
the creation of offices, industrial parks, retail and mixed use schemes.
For the year ended 31 December 2005, the Wilson Bowden Group reported turnover
of £1,231 million and pre-tax profit of £216 million. The Wilson Bowden Group's
total residential completions amounted to 5,207 completions at an average
selling price of £198,200 (excluding serviced land sales).
For the six months ended 30 June 2006, the Wilson Bowden Group reported turnover
of £525 million and pre-tax profit of £82 million. The Wilson Bowden Group
achieved 2,211 completions at an average selling price of £205,900. As at 30
June 2006, Wilson Bowden had a landbank of 33,057 owned/controlled plots.
9. Management and Employees
The combination of Barratt and Wilson Bowden will offer Wilson Bowden Group
employees exciting career prospects. Wilson Bowden Group management and
employees will benefit under Barratt's proposal from a large operating platform
and a business of greater size and scope. It is Barratt's intention to offer
jobs in the combined business to the people who are best suited to them,
regardless of whether they are currently employed by Barratt or Wilson Bowden.
Further, Barratt confirms that, following the Acquisition, the existing
employment rights, including existing pension rights, of all Wilson Bowden Group
employees will be fully safeguarded.
10. Mix and Match Facility
Wilson Bowden Shareholders (other than certain Overseas Shareholders) may elect
to vary the proportions of New Barratt Shares and cash they receive in respect
of their holding of Wilson Bowden Shares. However, the maximum number of New
Barratt Shares that will be issued and the maximum amount of cash that will be
paid under the Acquisition will not be varied as a result of elections made
under the Mix and Match Facility. Accordingly, Barratt's ability to satisfy Mix
and Match elections made by Wilson Bowden Shareholders will depend on other
Wilson Bowden Shareholders making offsetting elections.
Satisfaction of elections under the Mix and Match Facility will be effected on
the basis of 1,217 pence in cash for each New Barratt Share.
Wilson Bowden Shareholders who make elections under the Mix and Match Facility
may not know the exact number of New Barratt Shares, or the amount of cash,
which they will receive until settlement of the consideration under the
Acquisition, although an announcement will be made of the approximate extent to
which elections under the Mix and Match Facility will be satisfied. To the
extent that elections for New Barratt Shares and/or cash consideration cannot be
satisfied in full, they will be scaled down on a pro rata basis. The Mix and
Match Facility is conditional upon the Acquisition becoming Effective.
The Mix and Match Facility will not affect the entitlement of those Wilson
Bowden Shareholders who do not make an election under the Mix and Match
Facility. Details and further terms of the Mix and Match Facility will be set
out in the Scheme Document or, as the case may be, the Offer Document.
11. Loan Note Alternative
A Loan Note Alternative will be made available to Wilson Bowden Shareholders
(other than certain Overseas Shareholders) enabling them to take Loan Notes
instead of all or part of the cash to which they would otherwise be entitled,
including cash entitlements under the Mix and Match Facility. The Loan Note
Alternative will be made available on the basis of £1 nominal value of Loan
Notes for every £1 of cash which a Wilson Bowden Shareholder would otherwise be
entitled to receive under the Acquisition.
The Loan Notes will be governed by English law and will be issued, credited as
fully paid, in integral multiples of £1 nominal value. The Loan Notes will have
the benefit of a bank guarantee in respect of principal only for three years.
After that three year period the Loan Notes will not be guaranteed, unless at
that time there remains outstanding more than £10 million of nominal value of
Loan Notes, in which case Barratt will use its reasonable endeavours to procure
a bank guarantee for the remaining outstanding term of the Loan Notes. All
fractional entitlements to the Loan Notes will be disregarded and will not be
issued. The Loan Notes will be not transferable other than to privileged
relations and family trusts and no application will be made for them to be
listed or dealt in on any stock exchange. The Loan Notes will be qualifying
corporate bonds.
The Loan Notes will bear interest from the date of issue to the relevant holder
of the Loan Notes at a rate per annum of 50 basis points below sterling LIBOR.
Interest will be payable by half-yearly instalments in arrear (less any tax
required by law to be withheld or deducted therefrom) on 30 June and 31 December
in each year (or, if such date is not a Business Day, on the first Business Day
thereafter). The Loan Notes will be redeemable at par (together with accrued
interest less any tax required by law to be withheld or deducted therefrom) in
whole or in part, for cash at the option of the noteholders on 30 June 2008 and
subsequently semi-annually on 30 June and 31 December in each year (or, if such
date is not a Business Day, on the first Business Day thereafter). In certain
circumstances, Barratt will have the right to redeem all of the Loan Notes. If
not previously redeemed, the final redemption date will be the next interest
payment date following the fifth anniversary of the date on which the Loan Notes
are issued.
No Loan Notes will be issued unless, on or before the Effective Date, valid
elections have been received in respect of at least £10 million in nominal value
of Loan Notes. If insufficient elections are received, Wilson Bowden
Shareholders electing for the Loan Note Alternative will instead receive cash in
accordance with the terms of the Acquisition. If at any time after 30 June 2008,
the outstanding nominal amount of Loan Notes equals or is less than £10 million
or the outstanding aggregate nominal amount of Loan Notes is equal to or less
than 10 per cent. of the total amount of Loan Notes issued, Barratt will be
entitled to redeem all of the then outstanding Loan Notes.
The Loan Note Alternative will be conditional upon the Acquisition becoming
Effective. Full details of the Loan Note Alternative will be contained in the
Scheme Document or, as the case may be, the Offer Document and the appropriate
form of election. The Loan Notes are not being offered to persons in the United
States or (subject to certain limited exceptions) in, or to, or for the account
or benefit of a person located in, Canada, Australia, Japan or any other
jurisdiction where the sale, issue or transfer of the Loan Notes would be a
contravention of applicable law.
12. Wilson Bowden Share Schemes
Appropriate proposals will be made in due course to participants in the Wilson
Bowden Share Schemes. Details of these proposals will be set out in the Scheme
Document or, as the case may be, the Offer Document and in separate letters to
be sent to participants in the Wilson Bowden Share Schemes.
13. Financing of the Cash Consideration
The cash consideration payable pursuant to the Acquisition will be provided by
Barratt from a new bank facility provided by Lloyds TSB Bank plc and UBS A.G..
UBS is satisfied that sufficient resources are available to Barratt to satisfy
in full the cash consideration payable pursuant to the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document or the Offer Document, as the case may be.
14. Scheme of Arrangement
It is intended that the Acquisition will be effected by means of a Court-
sanctioned scheme of arrangement between Wilson Bowden and its shareholders
under section 425 of the Companies Act (although Barratt and Wilson Bowden have
agreed that Barratt may, if it so determines in its absolute discretion, instead
effect the Acquisition by way of the Offer). The Scheme will involve an
application by Wilson Bowden to the Court to sanction the Scheme.
Upon the Scheme becoming Effective, Barratt will become the owner of the whole
of the issued ordinary share capital of Wilson Bowden.
To become Effective, the Scheme will require, amongst other things, the approval
at the Scheme Meeting of a majority in number of the Scheme Shareholders present
and voting, either in person or by proxy, representing not less than three
fourths in value of the Wilson Bowden Shares voted and the passing of the
resolutions necessary to implement the Scheme at the Wilson Bowden Extraordinary
General Meeting. Following the Wilson Bowden Extraordinary General Meeting and
the Scheme Meeting and the satisfaction (or, where applicable, waiver) of the
other Conditions, the Scheme must also be sanctioned by the Court and the
associated Capital Reduction must be confirmed by the Court, in each case at the
relevant Court Hearing(s).5
The formal documentation setting out details of the Acquisition, including the
Scheme Document setting out the procedures to be followed to approve the Scheme
and the Prospectus relating to Barratt and the New Barratt Shares, will be
posted to Wilson Bowden Shareholders (other than certain Overseas Shareholders)
in due course.
The Scheme Document will include full details of the Scheme, together with
notices of the Scheme Meeting and the Wilson Bowden Extraordinary General
Meeting and the expected timetable, and will specify the action to be taken by
Scheme Shareholders.
Note:
(5) It has been assumed, for the purposes of this announcement, that the Court
will be requested to sanction the Scheme at an initial Court hearing, and that
the Court will be requested to confirm the Capital Reduction at a subsequent
Court hearing two days later, although the parties reserve the right to request
the Court to sanction the Scheme and confirm the Capital Reduction at a single
Court hearing.
15. Barratt Shareholder Approval and Prospectus
As a result of the size of the transaction, the Acquisition constitutes a Class
1 transaction (as defined in the Listing Rules) for Barratt. Accordingly,
Barratt will be required to seek the approval of the Barratt Shareholders for
the Acquisition at the Barratt Extraordinary General Meeting. Barratt is
required to prepare and send to the Barratt Shareholders a circular summarising
the background to and reasons for the Acquisition (which will include a notice
convening the Barratt Extraordinary General Meeting). The Acquisition will be
conditional on, amongst other things, the requisite resolution(s) being passed
by the Barratt Shareholders at the Barratt Extraordinary General Meeting.
Barratt will also be required to produce the Prospectus in connection with the
issue of the New Barratt Shares.
16. Overseas Shareholders
The availability of New Barratt Shares and the Loan Notes under the terms of the
Acquisition to persons not resident in the United Kingdom may be affected by the
laws of the relevant jurisdiction. Such persons should inform themselves about
and observe any applicable requirements. Further details in relation to
Overseas Shareholders will be contained in the Scheme Document.
17. Irrevocable Undertakings
Barratt has received irrevocable undertakings to vote in favour of the Scheme
(or, if applicable, to accept the Offer) in respect of a total of 35,692,502
Wilson Bowden Shares, representing in aggregate approximately 37.7 per cent. of
Wilson Bowden's existing issued share capital, further details of which are set
out below. See Appendix 4 for a further breakdown of these irrevocable
undertakings.
The Wilson Bowden Directors who hold Wilson Bowden Shares (including David
Wilson)6 have irrevocably undertaken to vote in favour of the Scheme (or, if
applicable, to accept the Offer), in respect of their own beneficial holdings
totalling 19,366,827 Wilson Bowden Shares, representing in aggregate
approximately 20.5 per cent. of Wilson Bowden's issued share capital. These
irrevocable undertakings continue to be binding in the event of a higher offer
being made for Wilson Bowden but cease to be binding if:
• the Scheme Document or Offer Document, as the case may be, is not
posted within the period specified in the City Code, as such period may be
extended in accordance with the City Code;
• in the event that Barratt determines to implement the Acquisition
pursuant to the Scheme, the Scheme terminates or lapses in accordance with its
terms or otherwise becomes incapable of ever becoming Effective, provided that
Barratt has not, within seven days of the Scheme having so terminated or lapsed,
announced in accordance with Rule 2.5 of the City Code, that it intends to
implement the Acquisition instead by way of the Offer; and
• in the event that Barratt determines to implement the Acquisition
pursuant to the Offer, the Offer is withdrawn by Barratt (with the consent of
the Panel if required) or lapses.
Certain members of the Wilson Family (other than David Wilson and the trustees
of certain Wilson family trusts)7 have irrevocably undertaken to vote in favour
of the Scheme (or, if applicable, to accept the Offer) in respect of in total
4,137,604 Wilson Bowden Shares, representing in aggregate approximately 4.4 per
cent. of Wilson Bowden's issued share capital. These irrevocable undertakings
continue to be binding in the event of a higher offer being made for Wilson
Bowden but cease to be binding in the same circumstances in which the
irrevocable undertakings given by the Wilson Bowden Directors cease to be
binding.
The trustees of certain Wilson family trusts8 have undertaken to vote in favour
of the Scheme (or, as the case may be, to accept the Offer) in respect of a
total of 12,188,071 Wilson Bowden Shares, representing in aggregate
approximately 12.9 per cent. of the existing issued share capital of Wilson
Bowden. These irrevocable undertakings cease to be binding in certain
circumstances if:
(i) a person not acting in concert with Barratt announces, at or prior
to 11.59 p.m. on the seventh day after the date of release of this announcement,
a firm intention to make an offer for Wilson Bowden which represents an
improvement of at least 10 per cent. per Wilson Bowden Share over the value of
the consideration available under the Acquisition; and
(ii) either (a) Barratt fails to announce, at or prior to 11.59 p.m. on
the seventh day after such higher offer is announced, a revision to the terms of
the Acquisition which represents an improvement to the consideration per Wilson
Bowden Share available under such higher offer or (b) Barratt does announce, at
or prior to 11.59 p.m. on the seventh day after such higher offer is announced,
such a revision to the terms of the Acquisition but, following the announcement
of the revision to the Acquisition, a third party announces an offer which
represents an improvement of at least 10 per cent. per Wilson Bowden Share over
the value of the consideration available under the Acquisition (as so revised).
These irrevocable undertakings also cease to be binding in the same
circumstances in which the irrevocable undertakings given by the Wilson Bowden
Directors cease to be binding.
Notes:
(6) The signatories to these irrevocable undertakings are David Wilson (and City
& Walbrook (Lowesby) Limited, a company wholly owned by David Wilson), Ian
Robertson, Nicholas Richardson and Antony Portno.
(7) The signatories to these irrevocable undertakings are Laura Wilson, Mrs K M
Wilson, Anthony Wagstaff and Jillian Wagstaff.
(8) The signatories to these irrevocable undertakings are DW Wilson 1974 Foreign
Trust, A H Wilson 1974 Settlement, Wilson Deed of Family Arrangement, D W Wilson
1992 Grandchildren's A&M Settlement, Western Range Executive Pension Scheme, DW
Wilson 1991 Accumulation Trust for R W H Wilson, DW Wilson 1991 Accumulation
Trust for REC Wilson, David Wilson Foundation, DW Wilson 1987 Discretionary
Settlement, DW Wilson 1991 Trust re Thurcaston Park and Wagstaff Deed of Family
Arrangement.
18. Mutual Break Fee Letter
Wilson Bowden has entered into an agreement with Barratt under which Wilson
Bowden has undertaken, amongst other things, to pay Barratt £21.24 million
(together with an amount in respect of VAT to the extent recoverable by Wilson
Bowden or a member of the Wilson Bowden Group which is in the same group for VAT
purposes) if, in summary: (i) the Wilson Bowden Directors do not make a
unanimous and unqualified recommendation to Wilson Bowden Shareholders in the
Scheme Document (or, as applicable, the Offer Document) that Wilson Bowden
Shareholders vote in favour of the necessary resolutions to implement the Scheme
(or, as applicable, accept the Offer) or they withdraw, qualify or adversely
modify their unanimous and unqualified recommendation, or agree or resolve to
recommend an Alternative Proposal; or (ii) any Alternative Proposal becomes or
is declared unconditional in all respects or is otherwise completed.
Barratt has agreed to pay to Wilson Bowden £21.24 million (together with an
amount of VAT to the extent recoverable by Barratt or a member of the Barratt
Group which is in the same group for VAT purposes) if the Barratt Directors do
not recommend unanimously that Barratt Shareholders vote in favour of the
necessary resolution(s) to implement the Acquisition or if they withdraw or
adversely modify such recommendation and, if the relevant shareholder meeting is
held, such resolution(s) are not passed thereat.
Pursuant to the same agreement, Wilson Bowden has also agreed with Barratt that,
in summary:
• it will not, directly or indirectly, solicit any Alternative Proposal;
and
• in the event that Wilson Bowden receives an Alternative Proposal which
is superior from a financial point of view to the Acquisition, the Wilson Bowden
Directors will not withdraw or qualify their recommendation of the Acquisition
until the earlier of (i) Barratt informing Wilson Bowden that it does not intend
to increase the value of the Acquisition to a value per Wilson Bowden Share
equal to or greater than that provided under the relevant Alternative Proposal
and (ii) 72 hours following Barratt being notified of such proposal by Wilson
Bowden or, if Barratt confirms within such 72 hour period to Wilson Bowden that
it intends to increase the value of the Acquisition to a value per Wilson Bowden
Share equal to or greater than that provided for under the relevant Alternative
Proposal, 120 hours following Barratt being notified of such proposal by Wilson
Bowden or such earlier time as Barratt announces such an increase,
in each case until the Scheme terminates or lapses in accordance with its terms
or, as applicable, the Offer is withdrawn by Barratt (with the consent of the
Panel, if required) or lapses.
19. Disclosure of Interests in Wilson Bowden
As at the date of this announcement, Barratt owns 25 Wilson Bowden Shares. Save
for this holding and the arrangements with Wilson Bowden Shareholders in
relation to irrevocable undertakings summarised above, as at 2 February 2007,
the latest practicable Business Day prior to this announcement, neither Barratt,
nor, so far as Barratt is aware, any person acting in concert with Barratt for
the purposes of the Acquisition, has any interest in, or right to subscribe for,
or has borrowed or lent (save for any borrowed shares which have been either
on-lent or sold) any Wilson Bowden Shares, nor does any such person have any
short position or any arrangement in relation to Wilson Bowden Shares. An '
arrangement' includes any indemnity or option arrangement and any agreement or
any understanding, formal or informal, of whatever nature, relating to Wilson
Bowden Shares which may be an inducement to deal or refrain from dealing in such
securities.
It has not been possible, by the date of this announcement, to ascertain the
interests in Wilson Bowden Shares (if any) of all Barratt's concert parties.
Further enquiries will be completed prior to publication of the Scheme Document
or, as the case may be, the Offer Document. If such enquiries reveal any such
interests, they will be included in the Scheme Document or, as the case may be,
the Offer Document or announced earlier if required by the Panel.
'Interests in securities' is further explained in the paragraph headed 'Dealing
Disclosure Requirements' below.
20. Delisting, Re-registration and Compulsory Acquisition
It is intended that the London Stock Exchange and the UKLA will be requested
respectively to cancel trading in Wilson Bowden Shares on the London Stock
Exchange's market for listed securities and to remove the listing of the Wilson
Bowden Shares from the Official List, on, or shortly after, the date on which
the Scheme becomes Effective.
If the Acquisition is effected by way of the Offer, it is anticipated that
cancellation of listing and trading will take effect no earlier than 20 Business
Days after Barratt has acquired or agreed to acquire 75 per cent. of the voting
rights attaching to the Wilson Bowden Shares. Delisting would significantly
reduce the liquidity and marketability of any Wilson Bowden Shares not assented
to the Offer at that time.
If the Acquisition is effected by way of the Offer and Barratt receives
acceptances under the Offer in respect of, and/or otherwise acquires, 90 per
cent. or more of the Wilson Bowden Shares and voting rights to which the Offer
relates, Barratt intends to exercise its rights to acquire compulsorily the
remaining Wilson Bowden Shares in respect of which the Offer has not been
accepted.
As soon as possible after the Effective Date, it is intended that Wilson Bowden
be re-registered as a private limited company.
21. General and Documentation
The Acquisition will be subject to the conditions and further terms set out
herein and in Appendix 1 and to the full terms and conditions which will be set
out in the Scheme Document.
The Prospectus and Scheme Document will be sent to Wilson Bowden Shareholders
(other than certain Overseas Shareholders) in due course. At the same time as
these documents are sent to Wilson Bowden Shareholders, the Prospectus and the
Barratt Shareholder Circular convening the Barratt Extraordinary General Meeting
will be sent to Barratt Shareholders.
Enquiries:
Barratt Developments PLC Wilson Bowden plc
Tel: +44 (0) 191 227 2000 Tel: +44 (0) 1530 260777
Charles Toner Ian Robertson
Mark Clare
Mark Pain
UBS Investment Bank HSBC Bank plc
(financial adviser and joint-broker to Barratt) (financial adviser to Wilson Bowden)
Tel: +44 (0) 20 7567 8000 Tel: +44 (0) 20 7991 8888
Liam Beere Charles Packshaw
Hugo Robinson Simon Cloke
Nick McCarthy
Credit Suisse Securities (Europe) Limited Bridgewell
(joint-broker to Barratt in respect of the Acquisition) (joint-broker to Wilson Bowden)
Tel: +44 (0) 20 7888 8888 Tel: +44 (0) 20 7003 3000
Peter Hyde Ben Money-Coutts
John Hannaford
Weber Shandwick Morgan Stanley
(PR adviser to Barratt) (joint-broker to Wilson Bowden)
Tel: +44 (0) 20 7067 0000 Tel: +44 (0) 20 7425 8000
Terry Garrett Paul Baker
Chris Lynch Alastair Cochran
Nick Dibden
Financial Dynamics
(PR adviser to Wilson Bowden)
Tel: +44 (0) 20 7831 3113
Jon Simmons
James Ottignon
Wilson Family
Rothschild
(financial adviser to the Wilson Family)
Tel: +44 (0) 20 7280 5000
Alex Midgen
Kevin Ramsden
The conditions to and certain further terms of the Acquisition are set out in
Appendix 1. The bases and sources of certain financial information contained in
this announcement are set out in Appendix 2. Certain definitions and terms used
in this announcement are set out in Appendix 3.
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.
HSBC, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Wilson Bowden in connection with
the Acquisition and will not be responsible to anyone other than Wilson Bowden
for providing the protections afforded to the clients of HSBC nor for providing
advice in relation to the Acquisition or any other matter referred to herein.
Bridgewell is acting as joint-broker to Wilson Bowden, and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Wilson Bowden for providing the protections afforded to the clients of
Bridgewell nor for providing advice in relation to the Acquisition or any other
matter referred to herein.
Morgan Stanley is acting as joint-broker to Wilson Bowden, and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Wilson Bowden for providing the protections afforded to the clients of Morgan
Stanley nor for providing advice in relation to the Acquisition or any other
matter referred to herein.
Rothschild, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting as exclusive financial adviser to the
Wilson Family and no one else in relation to the Acquisition and will not be
responsible to anyone other than the Wilson Family for providing the protections
afforded to clients of Rothschild nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to herein.
Overseas Jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law
and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of England.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. This announcement does not constitute a
prospectus or a prospectus equivalent document. Wilson Bowden Shareholders are
advised to read carefully the formal documentation in relation to the
Acquisition once it has been despatched.
In particular, this announcement is not an offer of securities for sale in the
United States and the New Barratt Shares, which will be issued in connection
with the Acquisition, have not been, and will not be, registered under 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. It is expected that the New Barratt
Shares will be 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.
Unless Barratt otherwise determines, relevant clearances and registrations have
not been, nor will they be, sought or obtained, nor have any steps been taken,
nor will any steps be taken, to enable the Loan Notes to be publicly offered in
compliance with applicable securities laws of any jurisdiction. 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. The Loan Notes may not (subject to certain limited
exceptions) be offered, sold, transferred or delivered, directly or indirectly,
in any other jurisdiction (including, without limitation, in Australia, Canada
or Japan) where to do so would violate the laws of that jurisdiction or would
require registration thereof in such jurisdiction.
Notice to US Investors in Wilson Bowden: The Acquisition relates to the shares
of a UK company and is proposed to be made by means of a scheme of arrangement
provided for under the laws of England and Wales. The Acquisition is subject to
the disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure and other requirements
of US securities laws. Financial information included in the relevant
documentation will have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to the financial
statements of US companies.
If Barratt decides to implement the Acquisition by way of the Offer, it will be
made in satisfaction of the procedural and filing requirements of the US
securities laws, to the extent applicable. If the Acquisition is implemented by
way of the Offer, the New Barratt Shares to be issued in connection with such
Offer will not be registered under the Securities Act or under the securities
laws of any state, district or other jurisdiction of the United States and may
not be offered, sold or delivered, directly or indirectly, in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Barratt does not intend to
register any such New Barratt Shares or part thereof in the United States or to
conduct a public offering of the New Barratt Shares in the United States.
Forward Looking Statements
This announcement contains forward looking statements that are based on current
expectations or beliefs, as well as assumptions about future events. These
statements are based on the current expectations of the management of Barratt
and are naturally subject to uncertainty and changes in circumstances. Undue
reliance should not be placed on any such statements because, by their very
nature, they are subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and Barratt's plans
and objectives, to differ materially from those expressed or implied in the
forward looking statements.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements. Among the factors
that could cause actual results to differ materially from those described in the
forward looking statements are Barratt's ability to combine successfully the
businesses of Wilson Bowden and Barratt and to realise expected synergies from
that combination, changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or dispositions.
Neither Barratt nor Wilson Bowden undertakes any obligation (except as required
by the Listing Rules and the rules of the London Stock Exchange) to revise or
update any forward looking statement contained in this announcement, regardless
of whether that statement is affected as a result of new information, future
events or otherwise.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of '
relevant securities' of Barratt or Wilson Bowden, all 'dealings' in any '
relevant securities' of that company (including by means of an option in respect
of, or a derivative referenced to, any such 'relevant securities') must be
publicly disclosed by no later than 3.30 p.m. on the London business day
following the date of the relevant transaction. This requirement will continue
until the Scheme becomes Effective, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends (or, if Barratt elects to effect the
Acquisition by way of the Offer, until the date on which the Offer becomes, or
is declared, unconditional as to acceptances, lapses or is otherwise withdrawn
or on which the 'offer period' otherwise ends). If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal,
to acquire an 'interest' in 'relevant securities' of Barratt or Wilson Bowden,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Barratt or Wilson Bowden by Barratt or Wilson Bowden, or by any
of their respective 'associates', must be disclosed by no later than 12.00 noon
on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Appendix 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
The Acquisition is conditional upon the Scheme becoming Effective by a date
falling 180 days after the date when the Scheme Document (or, as the case may
be, the Offer Document) is posted (or such later date imposed by the Court and/
or agreed by Barratt and Wilson Bowden).
The Acquisition will be governed by English law and be subject to the
jurisdiction of the English courts, to the Conditions set out in this
announcement and in the formal Scheme Document and to the applicable
requirements of the City Code, the Panel, the London Stock Exchange and the
UKLA.
PART A
Conditions of the Acquisition
1. The Scheme will be subject to the following conditions:
(a) its approval by a majority in number, representing not
less than three-fourths in value, of the holders of Wilson Bowden Shares who are
on the register of members of Wilson Bowden at the Scheme Voting Record Time,
present and voting, whether in person or by proxy, at the Scheme Meeting (or at
any adjournment thereof);
(b) the resolutions required to implement the Scheme being
passed at the Wilson Bowden Extraordinary General Meeting (or at any adjournment
thereof); and
(c) the sanction (with or without modification (but subject to
such modification being acceptable to Barratt and Wilson Bowden)) of the Scheme
and the confirmation of the Capital Reduction by the Court, office copies of the
Court Orders and of the Minute being delivered for registration to the Registrar
of Companies and the registration of the Second Court Order confirming the
Capital Reduction with the Registrar of Companies.
2. The Acquisition will be conditional upon the passing at the
Barratt Extraordinary General Meeting (or at any adjournment thereof) of such
resolution or resolutions as are necessary to approve, implement and effect the
Acquisition and the acquisition of Wilson Bowden Shares pursuant to the
Acquisition or otherwise (as such resolutions may be set out in the Barratt
Shareholder Circular, including a resolution or resolutions to increase the
share capital of Barratt and authorise the creation and allotment of the New
Barratt Shares).
3. In addition, Wilson Bowden and Barratt have agreed that the
necessary actions to make the Acquisition Effective will not be taken unless the
following conditions (as amended if appropriate) have been satisfied or waived:
(a) if the Acquisition qualifies for investigation by the
Office of Fair Trading under the merger provisions of the Enterprise Act 2002,
the Office of Fair Trading indicating, in terms reasonably satisfactory to
Barratt, that the proposed Acquisition or any matter arising therefrom or
related thereto will not be referred to the Competition Commission;
(b) the admission to the Official List of the New Barratt
Shares to be issued in connection with the Acquisition becoming effective in
accordance with the Listing Rules and the admission of such shares to trading
becoming effective or, if Barratt so determines, the UKLA agreeing to admit such
shares to the Official List and the London Stock Exchange agreeing to admit such
shares to trading subject to (i) the allotment of such shares and/or (ii) the
Acquisition becoming Effective;
(c) except as disclosed in Wilson Bowden's annual report and
accounts for the year ended 31 December 2005 and the interim results for the
six-month period ended on 30 June 2006 or as fairly disclosed in any public
announcement made to a Regulatory News Service by Wilson Bowden prior to the
date of this announcement or as fairly disclosed in writing by or on behalf of
Wilson Bowden to Barratt or its advisers or otherwise fairly disclosed by Wilson
Bowden or its advisers to Barratt or its advisers prior to the date of this
announcement or in the Data Room, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Wilson Bowden Group is a party or by which or to which any such member or
any of its assets may be bound, entitled or subject, which in consequence of the
Acquisition or the proposed acquisition of any shares or other securities in
Wilson Bowden or because of a change in the control or management of Wilson
Bowden or otherwise, would or might reasonably be expected to result in (in any
case to an extent which is or would be material in the context of the wider
Wilson Bowden Group taken as a whole):
(i) any moneys borrowed by or any other indebtedness in the nature of
borrowing 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 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 ceasing to be available to any such member or any right arising
under which any such asset or interest could be required to be disposed of or
could cease to be available to any such member;
(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 value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(vi) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(vii) the creation of any liability, actual or contingent, by any such
member,
and no event having occurred which, under any provision of any such agreement,
arrangement, licence, permit or other instrument could result in any of the
events or circumstances as are referred to in sub-paragraphs (i) to (vii) of
this paragraph;
(d) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or any other similar body or
person whatsoever in any jurisdiction (each a 'Third Party'), except for the
Office of Fair Trading, having decided to take, institute, implement or threaten
in writing any action, proceeding, suit, investigation, enquiry or reference, or
enacted, made or proposed any statute, regulation, decision or order, or having
taken any other similar steps (in each case, an 'intervention' (with 'intervene'
being construed accordingly)), in each case which is material in the context of
the wider Barratt Group or wider Wilson Bowden Group taken as a whole, which in
any such case would reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially alter the
terms envisaged for any proposed divestiture by any member of the wider Barratt
Group or any member of the wider Wilson Bowden 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
which;
(ii) require, prevent or delay the divestiture by any member of the wider
Barratt Group of any shares or other securities in Wilson Bowden;
(iii) impose any limitation on, or result in a delay in, the ability of
any member of wider the Barratt Group 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 Bowden Group or the wider Barratt Group or to
exercise management control over any such member;
(iv) otherwise materially adversely affect the business, assets or
profits of any member of the wider Barratt Group or of any member of the wider
Wilson Bowden Group;
(v) make the Acquisition or its implementation or the acquisition or
proposed acquisition by Barratt or any member of the Barratt Group of any shares
or other securities in, or control of Wilson Bowden void, illegal or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the
same, or impose additional conditions or obligations with respect thereto, or
otherwise challenge or interfere therewith;
(vi) except in the case of the Barratt Group in relation to the
Acquisition pursuant to Schedule 2 the Takeovers Directive (Interim
Implementation) Regulations 2006 or such provisions of Chapter 3 of Part 28 of
the Companies Act 2006 as may come into force to replace Schedule 2 to the
Takeovers Directive Regulations, require any member of the wider Barratt Group
or the wider Wilson Bowden Group to offer to acquire any shares or other
securities (or the equivalent) or interest in any member of the wider Wilson
Bowden Group or the wider Barratt Group owned by any third party; or
(vii) result in any member of the wider Wilson Bowden Group ceasing to be
able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods during which any such Third
Party could intervene under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Wilson Bowden
Shares having expired, lapsed or been terminated;
(e) all necessary filings or applications having been made in
connection with the Acquisition and all statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the Acquisition or
the acquisition by any member of the wider Barratt Group of any shares or other
securities in, or control of, Wilson Bowden and all authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances, permissions
and approvals (collectively, 'Consents'), reasonably deemed necessary or
appropriate by Barratt for or in respect of the Acquisition or the proposed
acquisition of any shares or other securities in, or control of, Wilson Bowden
by any member of the wider Barratt Group having been obtained in terms and in a
form reasonably satisfactory to Barratt from all appropriate Third Parties or
persons with whom any member of the wider Wilson Bowden Group has entered into
contractual arrangements, in each case where the absence of such Consent would
have a material adverse effect on the wider Wilson Bowden Group taken as a
whole, and all such Consents, together with all material Consents necessary or
appropriate to carry on the business of any member of the Wilson Bowden Group
which is material remaining in full force and effect and all filings necessary
for such purpose having 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
Acquisition otherwise becomes Effective;
(f) except as disclosed in Wilson Bowden's annual report and
accounts for the year ended 31 December 2005 and interim results for the
six-month period ended on 30 June 2006 or as fairly disclosed in any public
announcement made to a Regulatory News Service by Wilson Bowden prior to the
date of this announcement or as fairly disclosed in writing by or on behalf of
Wilson Bowden to Barratt or its advisers or otherwise fairly disclosed by Wilson
Bowden or its advisers to Barratt or its advisers prior to the date of this
announcement or in the Data Room, no member of the Wilson Bowden Group having,
since 31 December 2005:
(i) save as between Wilson Bowden and members of the Wilson Bowden Group
who are wholly owned subsidiaries or between members of the Wilson Bowden Group
who are all wholly owned subsidiaries or for Wilson Bowden Shares issued
pursuant to the exercise of options granted or vesting of awards made under the
Wilson Bowden Share Schemes, issued, authorised or agreed to the issue of
additional shares of any class;
(ii) save as between Wilson Bowden and members of the Wilson Bowden Group
who are wholly owned subsidiaries or between members of the Wilson Bowden Group
who are all wholly owned subsidiaries or for the grant of options or making of
awards under the Wilson Bowden Share Schemes, issued, agreed to issue or
authorised 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 Bowden Group,
recommended, declared, paid or made or agreed to recommend, declare, pay or make
any bonus, dividend or other distribution whether payable in cash or otherwise,
save in respect of the interim dividend of Wilson Bowden in respect of the six
month period to 30 June 2006;
(iv) save for transactions between members of the Wilson Bowden Group,
merged with or demerged 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 any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business and to an extent which is material in
the context of the Wilson Bowden Group taken as a whole;
(v) save for transactions between members of the Wilson Bowden Group,
made or authorised or agreed to make any change in its loan capital;
(vi) save for transactions between members of the Wilson Bowden Group,
issued or authorised or agreed to the issue of any debentures or, save in the
ordinary course of business and save for transactions between members of the
Wilson Bowden Group, incurred or increased any borrowing or indebtedness in the
nature of borrowing or become subject to any guarantee or contingent liability;
(vii) save as between Wilson Bowden and members of the Wilson Bowden Group
who are wholly owned subsidiaries or between members of the Wilson Bowden Group
who are all wholly owned subsidiaries, purchased, redeemed or repaid or agreed
to purchase, redeem or repay any of its own shares or other securities or
reduced or, save in respect to the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;
(viii) save as between Wilson Bowden and members of the Wilson Bowden Group
who are wholly owned subsidiaries or between members of the Wilson Bowden Group
who are all wholly owned subsidiaries, implemented, or authorised, proposed or
announced its intention to implement, any reconstruction, amalgamation or scheme
otherwise than in the ordinary course of business which in each case is material
in the context of the Wilson Bowden Group taken as a whole or entered into or
varied the terms of any contract with any Wilson Bowden Director or senior
executive;
(ix) entered into or authorised or agreed 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 be materially restrictive on the businesses of any member of
the Wilson Bowden Group or which involves or could involve an obligation of such
a nature or magnitude and which in each case is material in the context of the
Wilson Bowden Group taken 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
instituted or petition presented 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 part of its assets and
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed and which in each case is material in the context of the Wilson Bowden
Group taken as a whole;
(xi) waived or compromised any claim, otherwise than in the ordinary
course of business, which in each case is material in the context of the Wilson
Bowden Group taken as a whole;
(xii) made any change to (A) the terms of the trust deeds constituting the
pension scheme(s) established by any member of the Wilson Bowden Group for its
directors, employees or their dependants, (B) the benefits which accrue or to
the pensions which are payable thereunder, (C) the basis on which qualification
for, or accrual or entitlement to such benefits or pensions are calculated or
determined or (D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made in any such case, which has an effect
that is material in the context of the Wilson Bowden Group taken as a whole;
(xiii) proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the wider Wilson Bowden
Group; or
(xiv) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business 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 (f),
and, for the purposes of paragraphs (iii),(iv), (v) and (vi) of this condition
(f), the term 'Wilson Bowden Group' shall mean Wilson Bowden and its
wholly-owned subsidiaries;
(g) since 31 December 2005 and except as disclosed in Wilson
Bowden's annual report and accounts for the year then ended and the interim
results for the six-month period ended on 30 June 2006 or fairly disclosed in
any public announcement made to a Regulatory News Service by Wilson Bowden prior
to the date of this announcement or as fairly disclosed in writing by or on
behalf of Wilson Bowden to Barratt or its advisers or otherwise fairly disclosed
by Wilson Bowden or its advisers to Barratt or its advisers prior to the date of
this announcement or in the Data Room:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits of any member of the wider
Wilson Bowden Group which in any case is material in the context of the Wilson
Bowden Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Wilson Bowden Group is or may
become a party (whether as a plaintiff, defendant or otherwise) having been
instituted announced or threatened in writing by or against or remaining
outstanding in respect of any member of the wider Wilson Bowden Group which in
any such case is material in the context of the Wilson Bowden Group taken as a
whole; and
(iii) no contingent or other liability of any member of the wider Wilson
Bowden Group having arisen or become apparent to Barratt which in any case is
material in the context of the Wilson Bowden Group taken as a whole;
(h) except as disclosed in Wilson Bowden's annual report and
accounts for the year ended 31 December 2005 and the interim results for the
six-month period ended 30 June 2006 or fairly disclosed in any public
announcement made to a Regulatory News Service by Wilson Bowden prior to the
date of this announcement or as fairly disclosed in writing by or on behalf of
Wilson Bowden to Barratt or its advisers or otherwise fairly disclosed by Wilson
Bowden or its advisers to Barratt or its advisers prior to the date of this
announcement or in the Data Room, Barratt not having discovered:
(i) that any financial, business or other information concerning the
wider Wilson Bowden Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the wider Wilson Bowden Group or
otherwise disclosed by or on behalf of Wilson Bowden to Barratt or its advisers
is materially misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make that information not misleading and which was
not subsequently corrected before the date of this announcement by disclosure
either publicly or otherwise to Barratt or its advisers which in any case is
material in the context of the Wilson Bowden Group taken as a whole;
(ii) that any member of the Wilson Bowden Group or any partnership,
company or other entity in which any member of the Wilson Bowden Group has a
significant economic interest and which is not a subsidiary undertaking of the
Wilson Bowden Group is subject to any material liability (contingent or
otherwise); or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the wider Wilson Bowden
Group to an extent which is material in the context of the Wilson Bowden Group
taken as a whole; and
(i) Barratt not having discovered that:
(i) any past or present member of the wider Wilson Bowden 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 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
Bowden Group which in any case is material in the context of the wider Wilson
Bowden Group taken as a whole; or
(ii) there is, or is likely to be, any material liability (actual or
contingent) of any past or present member of the wider Wilson Bowden 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 Bowden group, under any
environmental legislation, regulation, notice, circular or order of any Third
Party.
Subject to the requirements of the Panel, Barratt reserves the right to waive
all or any of the above Conditions, in whole or in part, except Conditions 1, 2
and 3(b).
Barratt shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of the
Conditions by a date earlier than the latest date specified above for the
fulfilment of that Condition, notwithstanding that the other Conditions of the
Acquisition may at such earlier date have been waived or fulfilled and that
there are, at such earlier date, no circumstances indicating that any Condition
may not be capable of fulfilment.
For the purposes of these Conditions the 'wider Wilson Bowden Group' means
Wilson Bowden and its subsidiary undertakings, associated undertakings and any
other undertaking in which Wilson Bowden and/or such undertakings (aggregating
their interests) have a significant interest and the 'wider Barratt Group' means
Barratt and its subsidiary undertakings, associated undertakings and any other
undertaking in which Barratt and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes 'subsidiary', '
subsidiary undertaking', 'associated undertaking' and 'undertaking' have the
meanings given by the Companies Act, 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).
If Barratt is required by the Panel to make an offer for Wilson Bowden Shares
under the provisions of Rule 9 of the Code, Barratt may make such alterations to
any of the above conditions as are necessary to comply with the provisions of
that Rule.
Barratt and Wilson Bowden have agreed that Barratt may, if it so determines and
in its absolute discretion, implement the Acquisition by way of a takeover offer
for the entire issued and to be issued share capital of Wilson Bowden, as
defined in Schedule 2 to the Takeovers Directive (Interim Implementation)
Regulations 2006 or such provisions of Chapter 3 of Part 28 of the Companies Act
2006 as may come into force to replace Schedule 2 to the Takeovers Directive
Regulations. In such event, the Acquisition will be implemented on the same
terms (subject to appropriate amendments including (without limitation) an
acceptance condition set at 75 per cent. of the shares to which the Acquisition
relates or such other percentage as may be required by the Panel and subject to
the availability of an exemption from registration for the New Barratt shares
under the Securities Act), so far as applicable, as those which would apply to
the implementation of the Acquisition by means of the Scheme.
The Acquisition will not proceed if, after the date of this announcement and
before the Wilson Bowden Extraordinary General Meeting, the Acquisition is
referred to the Competition Commission.
The Acquisition will be governed by English law and be subject to the
jurisdiction of the English courts, to the Conditions set out in this
announcement and in the formal Scheme Document and to the applicable
requirements of the City Code, the Panel, the London Stock Exchange and the
UKLA.
PART B
Certain further terms of the Acquisition
Fractions of New Barratt Shares will not be allotted or issued to Wilson Bowden
Shareholders pursuant to the Acquisition. Fractional entitlements to New Barratt
Shares will be aggregated and sold in the market and the net proceeds of sale
paid pro rata to persons entitled thereto.
In the event that the Acquisition is to be implemented by way of the Offer, the
Wilson Bowden Shares will be acquired pursuant to the Offer fully paid and free
from all liens, charges, equitable interests, encumbrances and rights of
pre-emption and any other interests of any nature whatsoever and together with
all rights attaching thereto. Any new Wilson Bowden Shares issued to Barratt or
its nominee(s) pursuant to the Scheme will be issued on the same basis.
The New Barratt Shares will be issued credited as fully paid and will rank pari
passu in all respects with the Barratt Shares in issue at the time the New
Barratt Shares are issued pursuant to the Acquisition, including the right to
receive and retain dividends and other distributions declared, made or paid by
reference to a record date falling after the Effective Date. The New Barratt
Shares will not rank for the interim dividend in respect of the half year ended
31 December 2006. Applications will be made to the UKLA for the New Barratt
Shares to be admitted to the Official List and to the London Stock Exchange for
the New Barratt Shares to be admitted to trading on the London Stock Exchange's
market for listed securities.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. This announcement does not constitute a prospectus
or a prospectus equivalent document. Wilson Bowden Shareholders are advised to
read carefully the formal documentation in relation to the Acquisition once it
has been despatched.
In particular, this announcement is not an offer of securities for sale in the
United States and the New Barratt Shares, which will be issued in connection
with the Acquisition, have not been, and will not be, registered under 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. It is expected that the New Barratt
Shares will be 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.
Unless Barratt otherwise determines, relevant clearances and registrations have
not been, nor will they be, sought or obtained, nor have any steps been taken,
nor will any steps be taken, to enable the Loan Notes to be publicly offered in
compliance with applicable securities laws of any jurisdiction. 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. The Loan Notes may not (subject to certain limited
exceptions) be offered, sold, transferred or delivered, directly or indirectly,
in any other jurisdiction (including without limitation, in Australia, Canada or
Japan) where to do so would violate the laws of that jurisdiction or would
require registration thereof in such jurisdiction.
Appendix 2
Bases and Sources
1 Unless otherwise stated:
• financial information relating to Barratt has been extracted or derived
(without any adjustment) from the audited annual report and accounts for
Barratt for the year ended 30 June 2006 and the Barratt trading update of 12
January 2007 (which is unaudited); and
• financial information relating to Wilson Bowden has been extracted or derived
(without any adjustment) from the audited annual report and accounts for Wilson
Bowden for the year ended 31 December 2005 and the unaudited interim results
for the six months ended 30 June 2006.
2 The value of the Acquisition is calculated:
• by reference to a price of 1,228 pence per Barratt Share (being the Closing
Price of a Barratt Share on 2 February 2007, the last Business Day prior to the
date of this announcement) adjusted for the proposed Barratt interim dividend of
11.38 pence; and
• on the basis of the fully diluted number of Wilson Bowden Shares in issue
referred to in paragraph 4 below.
3 In accordance with Rule 2.10 of the City Code, Barratt confirms that as at the close of
business on 2 February 2007, the last Business Day prior to the date of this announcement,
Barratt had in issue 243,687,935 Barratt Shares (ISIN GB0000811801); and Wilson Bowden had
in issue 94,597,881 Wilson Bowden Shares (ISIN GB0009700732).
4 The fully diluted share capital of Wilson Bowden (being 96,592,921 Wilson Bowden Shares) is
calculated on the basis of:
• the number of issued Wilson Bowden Shares on 2 February 2007, the last Business
Day prior to the date of this announcement, being 94,597,881 Wilson Bowden
Shares; and
• any further Wilson Bowden Shares which may be issued on or after that date on
the exercise of options or vesting of awards under the Wilson Bowden Share
Schemes, amounting in aggregate to 1,995,040 Wilson Bowden Shares.
5 The respective percentages that existing Barratt Shareholders and New Barratt Shareholders
will own of the enlarged Barratt Group are calculated on the following basis:
• by reference to Barratt's issued share capital of 243,687,935 Barratt Shares;
and
• by reference to Wilson Bowden's fully diluted share capital, as referred to in
paragraph 4 above.
6 The premium calculations to the price per Wilson Bowden Share in this announcement have
been calculated by reference to the Closing Price of 1,228 pence of a Barratt Share, being
the Closing Price on 2 February 2007, the last Business Day prior to the date of this
announcement adjusted for the proposed Barratt interim dividend of 11.38 pence.
Appendix 3
DEFINITIONS
In this announcement, the following definitions apply unless the context
requires otherwise:
'Acquisition' the proposed direct acquisition by Barratt of the
entire issued and to be issued ordinary share capital
of Wilson Bowden to be implemented by means of the
Scheme, or, if Barratt so determines in its absolute
discretion, by means of the Offer
'Alternative Proposal' means an offer or possible offer or proposal put
forward by any third party which is not acting in
concert with Barratt in respect of or for all or a
significant proportion (being in excess of 25% when
aggregated with shares already held by the third party
and anyone acting in concert (as defined in the City
Code) with it) of the entire issued and to be issued
share capital of Wilson Bowden or the sale or possible
sale of the whole or any substantial part of the assets
of the Wilson Bowden Group or a transaction which is
otherwise inconsistent with consummation of the
Acquisition, in each case howsoever it is proposed that
such offer, proposal or transaction be implemented
(whether legally binding or not and whether or not
pre-conditional)
'Australia' the Commonwealth of Australia, its territories and
possessions
'Barratt' Barratt Developments PLC, registered in England and
Wales (no. 604574)
'Barratt Board' the board of directors of Barratt
'Barratt Directors' the directors of Barratt
'Barratt Extraordinary General Meeting' the extraordinary general meeting of Barratt (and any
adjournment thereof) as may be convened for the
purposes of considering and, if thought fit, approving
certain resolutions in connection with the Acquisition
'Barratt Group' Barratt and its subsidiary undertakings
'Barratt Shareholder Circular' the circular to be sent to Barratt Shareholders
containing the notice convening the Barratt
Extraordinary General Meeting
'Barratt Shareholders' the holders of Barratt Shares
'Barratt Shares' ordinary shares of 10 pence each in the share capital
of Barratt
'Bridgewell' Bridgewell Group plc, registered in England and Wales
(no. 3970800)
'Business Day' any day on which banks are generally open in England
and Wales for the transaction of general banking
business, other than a Saturday, Sunday or public
holiday
'Canada' Canada, its provinces and territories and all areas
subject to its jurisdiction or any political
sub-division thereof
'Capital Reduction' the proposed reduction of share capital of Wilson
Bowden pursuant to the Scheme
'City Code' the City Code on Takeovers and Mergers issued from time
to time by or on behalf of the Panel
'Closing Price' the closing middle market price of a relevant share as
derived from SEDOL
'Companies Act' the Companies Act 1985 (as amended or re-enacted)
'Conditions' the conditions to the Acquisition set out in Appendix 1
to this announcement
'Court' the High Court of Justice in England and Wales
'Court Hearings' the two separate hearings by the Court of the petition
to sanction the Scheme and/or to confirm the
cancellation and extinguishment of the Scheme Shares
provided for by the Scheme under section 137 of the
Companies Act9
'Court Orders' the First Court Order and the Second Court Order8
'Credit Suisse' Credit Suisse Securities (Europe) Limited, registered
in England and Wales (no. 891554)
'Data Room' the datasite relating to the Wilson Bowden Group
operated on behalf of Wilson Bowden in connection with
the Acquisition
'Effective' in the context of the Acquisition:
(i) if the Acquisition is implemented by way of the
Scheme, the Scheme having become effective
pursuant to its terms; or
(ii) if the Acquisition is implemented by way of the
Offer, the Offer having been declared or become
unconditional in all respects in accordance with
the requirements of the City Code
'Effective Date' the date on which the Acquisition becomes Effective
'Enlarged Group' with effect from the Effective Date, the combined
Barratt Group and Wilson Bowden Group
'First Court Order' the order of the Court sanctioning the Scheme under
section 425 of the Companies Act
'FSMA' the Financial Services and Markets Act 2000 (as
amended)
'HSBC' HSBC Bank plc, registered in England and Wales (no.
14259)
'Japan' Japan, its cities, prefectures, territories and
possessions
'Listing Rules' the rules and regulations of the UKLA, as amended from
time to time and contained in the UKLA's publication of
the same name
'Loan Note Alternative' means the option whereby Wilson Bowden Shareholders
(other than certain Overseas Shareholders) may elect to
receive Loan Notes instead of some or all of the cash
consideration to which they would otherwise be entitled
under the Acquisition, including under the Mix and
Match Facility
'Loan Notes' means the floating rate loan notes of Barratt issued
pursuant to the Loan Note Alternative
'Minute' the minute (approved by the Court) showing with respect
to Wilson Bowden's share capital, as altered by the
Second Court Order confirming the Capital Reduction,
the information required by section 138 of the
Companies Act
'Mix and Match Facility' the mix and match facility under which Wilson Bowden
Shareholders may, subject to availability, elect to
vary the proportion of New Barratt Shares and cash they
will receive pursuant to the Acquisition
'Morgan Stanley' Morgan Stanley & Co. International, registered in
England and Wales (no. 206822)
'New Barratt Shares' the Barratt Shares proposed to be issued and credited
as fully paid pursuant to the Acquisition
'Offer' should the Acquisition by implemented by way of a
takeover offer as defined in Schedule 2 to the
Takeovers Directive (Interim Implementation)
Regulations 2006 or such provisions of Chapter 3 of
Part 28 of the Companies Act 2006 as may come into
force to replace Schedule 2 to the Takeovers Directive
Regulations, the recommended offer to be made by or on
behalf of Barratt to acquire the entire issued and to
be issued ordinary share capital of Wilson Bowden and,
where the context admits, any subsequent revision,
variation, extension or renewal of such offer
'Offer Document' should the Acquisition be implemented by means of the
Offer, the document to be sent to Wilson Bowden
Shareholders which will contain, inter alia, the terms
and conditions of the Offer
'Official List' the official list of the UKLA
'Overseas Shareholders' Scheme Shareholders who are resident in, ordinarily
resident in, or citizens of, jurisdictions outside the
United Kingdom
'Panel' the Panel on Takeovers and Mergers
'Pounds', 'pence' and '£' the lawful currency of the United Kingdom
'Prospectus' a prospectus under the Prospectus Rules to be issued by
Barratt containing information on Barratt and the New
Barratt Shares
'Prospectus Rules' the rules made for the purposes of Part VI of FSMA in
relation to the offers of securities to the public and
the admission of securities to trading on a regulated
market
'Registrar of Companies' the Registrar of Companies in England and Wales, within
the meaning of the Companies Act
'Reorganisation Record Time' the time and date on which the First Court Order is
delivered to the Registrar of Companies for
registration
'Rothschild' N M Rothschild & Sons Limited, registered in England
(no. 925279)
'Scheme' the proposed scheme of arrangement under section 425 of
the Companies Act between Wilson Bowden and the Wilson
Bowden Shareholders to implement the Acquisition with
or subject to any modification, addition or condition
approved or imposed by the Court and agreed by Barratt
and Wilson Bowden
'Scheme Document' the document to be posted to Wilson Bowden Shareholders
proposing the Scheme
'Scheme Meeting' the meeting or meetings (and any adjournment thereof)
of Wilson Bowden Shareholders (or the relevant class or
classes thereof) as may be convened by order of the
Court under section 425 of the Companies Act to
consider and, if thought fit, approve the Scheme (with
or without amendment)
'Scheme Record Time' 6.00 p.m. on the Business Day immediately before the
Scheme becomes Effective
'Scheme Shareholders' holders of Scheme Shares
'Scheme Shares' (i) the Wilson Bowden Shares in issue at the date of
the Scheme Document;
(ii) any Wilson Bowden Shares issued after the date
of the Scheme Document and before the Scheme
Voting Record Time; and
(iii) any Wilson Bowden Shares issued at or after the
Scheme Voting Record Time and before the
Reorganisation Record Time on terms that the
original or any subsequent holders thereof shall
be bound by the Scheme or in respect of which
the holders thereof shall have agreed in writing
to be bound by the Scheme,
in each case other than Wilson Bowden Shares
beneficially owned by the Barratt Group
'Scheme Voting Record Time' 6.00 p.m. on the day which is two days before the
Scheme Meeting or, if the Scheme Meeting is adjourned,
6.00 p.m. on the second day before the date of such
adjourned meeting
'Second Court Order' the order of the Court confirming the Capital Reduction
'Securities Act' the US Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder
'SEDOL' the London Stock Exchange Daily Official List
'subsidiary', 'subsidiary undertaking', ' have the meanings ascribed to them under the Companies
associated undertaking' and 'undertaking' Act
'UBS' or 'UBS Investment Bank' UBS Limited, registered in England and Wales
(no. 2035362)
'UKLA' the UK Listing Authority, being the Financial Services
Authority acting in its capacity as the competent
authority for the purposes of Part IV of FSMA
'United Kingdom' or 'UK' United Kingdom of Great Britain and Northern Ireland
'United States', 'US' or 'USA' the United States of America, its territories and
possessions, any State of the United States of America
and the District of Columbia
'Wilson Bowden' Wilson Bowden plc, registered in England and Wales (no.
2059194)
'Wilson Bowden Board' the board of directors of Wilson Bowden
'Wilson Bowden Directors' the directors of Wilson Bowden
'Wilson Bowden Extraordinary General the extraordinary general meeting of Wilson Bowden (and any
Meeting' adjournment thereof) as may be convened for the purposes of
considering and, if thought fit, approving certain
resolutions in connection with the Scheme
'Wilson Bowden Group' Wilson Bowden and its subsidiary and associated
undertakings
'Wilson Bowden Shareholders' holders of Wilson Bowden Shares
'Wilson Bowden Share Schemes' the Wilson Bowden plc Senior Executive Share Option Scheme,
the Wilson Bowden plc 2003 Savings Related Share Option
Scheme and the Wilson Bowden plc Performance Share Plan
'Wilson Bowden Shares' prior to the Reorganisation Record Time, ordinary shares of
10 pence each in the capital of Wilson Bowden and, after
the Reorganisation Record Time, the shares in the capital
of Wilson Bowden into which such ordinary shares are
reclassified
'Wilson Family' certain Wilson family members (including David Wilson in
his personal capacity as a shareholder) and related family
trusts
Unless otherwise stated, all times referred to in this announcement are
references to London time.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
Notes:
(9) It has been assumed, for the purposes of this announcement, that the Court
will be requested to sanction the Scheme at an initial Court hearing, and that
the Court will be requested to confirm the Capital Reduction at a subsequent
Court hearing two days later, although the parties reserve the right to request
the Court to sanction the Scheme and confirm the Capital Reduction at a single
Court hearing.
APPENDIX 4
SCHEDULE OF IRREVOCABLE UNDERTAKINGS
Details of the irrevocable undertakings provided to Barratt to vote in favour of
the Scheme (or, if applicable, to accept the Offer) are as follows:
Party Number of Wilson Percentage of
Bowden Shares Wilson Bowden
issued share
capital
David Wilson 18,854,155 19.9%
Ian Robertson 31,233 0.0%
Nicholas Richardson 4,753 0.0%
Antony Portno 2,000 0.0%
City & Walbrook (Lowesby) Ltd 474,686 0.5%
Mrs K. M. Wilson 366,751 0.4%
Jillian Wagstaff 1,291,668 1.4%
Anthony Wagstaff 1,244,939 1.3%
Laura Wilson 1,234,246 1.3%
D W Wilson 1974 Foreign Trust 5,099,166 5.4%
A H Wilson 1974 Settlement 959,436 1.0%
Wilson Deed of Family Arrangement 2,317,255 2.4%
D W Wilson 1992 Grandchildren's A&M Settlement 1,014,937 1.1%
Western Range Executive Pension Scheme 371,692 0.4%
DW Wilson 1991 Accumulation Trust for DWH Wilson 36,870 0.0%
DW Wilson 1991 Accumulation Trust for REC Wilson 36,870 0.0%
David Wilson Foundation 202,000 0.2%
DW Wilson 1987 Discretionary Settlement 101,481 0.1%
DW Wilson 1991 Trust re Thurcaston Park 1,000,000 1.1%
Wagstaff Deed of Family Arrangement 1,048,364 1.1%
Total 35,692,502 37.7%
This information is provided by RNS
The company news service from the London Stock Exchange