Scheme of arrangement

Crest Nicholson PLC 02 May 2007 Crest Nicholson PLC For Immediate Release 2 May 2007 Recommended Proposals for the acquisition of Crest Nicholson PLC by Castle Bidco Limited Scheme of Arrangement Sanctioned by Court On 8 March 2007, the boards of Crest Nicholson PLC ("Crest Nicholson") and Castle Bidco Limited ("Castle Bidco") announced that they had reached agreement on the terms of a recommended cash offer under which Castle Bidco will acquire the entire issued and to be issued share capital of Crest Nicholson not already owned by Castle Bidco, such Proposals to be effected by means of a scheme of arrangement under section 425 of the Companies Act 1985 ("the Scheme"). On 16 April 2007, the board of Crest Nicholson announced that Crest Nicholson Shareholders had approved the Scheme (by the requisite majorities) at the Court-convened Court Meeting and passed the proposed special resolution relating to the Scheme at the Extraordinary General Meeting of Crest Nicholson, both of which were held on 16 April 2007. The board of Crest Nicholson is pleased to announce that the Court sanctioned the Scheme at the Court Hearing held today and that it also confirmed the associated Capital Reduction at that Court Hearing. It is expected that the Scheme will become effective on 3 May 2007 following the delivery of an office copy of the Court Order to the Registrar of Companies and (in relation to the Capital Reduction) the registration by him of such Court Order. In accordance with paragraph 16 of Part 2 (Explanatory Statement) of the Scheme Document, trading in Crest Nicholson Shares on the London Stock Exchange's market for listed securities will be suspended with effect from close of business today. Crest Nicholson Shares will be de-listed at 8.00 a.m. on 8 May 2007. Capitalised terms used but not defined in this announcement have the same meanings as set out in the Scheme Document. Enquiries Crest Nicholson 01932 580 555 John Matthews, Chairman Stephen Stone, Chief Executive Dresdner Kleinwort (Financial and Rule 3 Adviser and Broker 020 7623 8000 to Crest Nicholson) Charles Batten Michael Covington Angus Kerr (Corporate Broking) Brunswick (Public Relations Adviser to Crest Nicholson) 020 7404 5959 Andrew Fenwick Kate Miller Dresdner Kleinwort, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Crest Nicholson and no-one else in relation to the Proposals and will not be responsible to anyone other than Crest Nicholson for providing the protections afforded to customers of Dresdner Kleinwort or for providing advice in relation to the Proposals or any other matter referred to herein. This information is provided by RNS The company news service from the London Stock Exchange R
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