Offer Update,etc

Galliford PLC
15 September 2000

 

Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan
RECOMMMENDED MERGER OF GALLIFORD PLC AND TRY GROUP PLC
RESULTS OF EXTRAORDINARY GENERAL MEETING
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
OFFER DECLARED WHOLLY UNCONDITIONAL
Results of Extraordinary General Meeting
 
The Board of Galliford announces that, at the extraordinary general meeting
held earlier today, Galliford Shareholders approved the proposed offer by
Galliford for the entire issued and to be issued share capital of Try. In
addition, Galliford Shareholders approved the resolutions necessary to
implement the Merger and the change of name to Galliford Try plc. Details of
all resolutions proposed at the EGM are set out in the notice of meeting
contained within the circular posted to Galliford Shareholders on 22 August
2000.
 
Offer declared unconditional as to acceptances
 
The Board of Galliford announces that as at 3.00pm on 14 September 2000,
valid acceptances of the Offer had been received in respect of a total of
56,391,582 Try Shares, representing approximately 81.49 per cent. of the
issued share capital of Try. These acceptances include valid acceptances from:
 
     Try Directors in accordance with the irrevocable undertakings to accept
the Offer given by them, in respect of an aggregate of 4,583,835 Try shares,
representing approximately 6.6 per cent. of the issued share capital of Try;
and 
     UBS Asset Management Ltd, BC Asset Management Ltd, J A Try and
Prudential-Bache Nominees Limited in accordance with the irrevocable
undertakings to accept the Offer given by them, in respect of an aggregate of
16,153,403 Try Shares, representing approximately 23.3 per cent. of the
issued share capital of Try.

In accordance with the conditions of the Offer, the Board of Galliford (in
conjunction with the Board of Try) declares the Offer unconditional as to
acceptances having acquired or agreed to acquire Try Shares carrying, in
aggregate, more than 50 per cent. of the voting rights exercisable at a
general meeting of Try. The Offer will not close on 26 September 2000 as
announced on 13 September 2000, but will remain open for acceptances until
further notice.
Offer declared wholly unconditional
The Board of Galliford (in conjunction with the Board of Try) announces that
all the conditions of the Offer have now been fulfilled, waived or satisfied
and that, consequently, the Offer has been declared wholly unconditional
(subject to the United Kingdom Listing Authority announcing that it has
admitted the New Galliford Shares to the Official List and the London Stock
Exchange announcing that it has admitted the New Galliford Shares to trading).
 
As disclosed in the Offer Document, the Board also announces that Hugh Try,
David Calverley, Frank Nelson, Barry Luckett and Christopher Bucknall have
joined the Board of Galliford with immediate effect. The resignation of John
Livingston and Richard Biffa has also been accepted today. Richard
Barraclough has been appointed Company Secretary with immediate effect.
It is expected that the United Kingdom Listing Authority will announce that
it has admitted the New Galliford Shares to the Official List and that the
London Stock Exchange will announce that it has admitted the New Galliford
Shares to trading on Monday 18 September 2000.
Try Shareholders who wish to accept the Offer but have not yet accepted the
Offer should despatch their completed Forms of Acceptance as soon as possible.
As stated in the Offer Document dated 22 August 2000, it is the intention of
Galliford to apply the provisions of Sections 428-430F of the Act, as soon as
applicable, to acquire compulsorily the remaining Try Shares in respect of
which acceptances of the Offer have not been received and to apply to the
United Kingdom Listing Authority for Try Shares to be de-listed. It is
anticipated, with the consent of the United Kingdom Listing Authority, that
the cancellation of the Listing of Try Shares on the Official List will take
effect on the twentieth business day following the date of the announcement
of such cancellation.
Save as disclosed in the Offer Document, neither Galliford nor any person
acting, or deemed to be acting in concert with or on behalf of Galliford,
owned or controlled any Try Shares (or rights over such shares) as at close
of business on 21 August 2000 (the last dealing day prior to commencement of
the offer period). During the offer period no person acting, or deemed to be
acting in concert with or on behalf of Galliford has acquired or agreed to
acquire Try Shares (or rights over Try Shares).
The definitions used in this announcement shall, unless the context otherwise
requires, bear the same meaning as in the Offer Document and Listing
Particulars dated 22 August 2000.
Enquiries: 

                                                                      
          Galliford plc                      Telephone: [phone]  
          George Marsh                                                
          Try Group PLC                      Telephone: [phone]  
          David Calverley                                             
          Frank Nelson                                                
          KPMG Corporate Finance             Telephone: [phone] 
          (Financial Adviser to Galliford)                            
          Charles Cattaneo                                            
          Lazard                             Telephone: [phone] 
          (Financial Adviser to Try)                                  
          Jonathan Dawson                                             
          Citigate Dewe Rogerson             Telephone: [phone] 
          (PR for Galliford)                                          
          Fiona Tooley                                                
          Beattie Media                      Telephone: [phone] 
          (PR for Try)                                                
          Ann-Marie Wilkinson                                         

 
KPMG Corporate Finance is acting exclusively for Galliford as financial
adviser in relation to the Offer. KPMG Corporate Finance is not acting for
any other person (including any recipient of this Announcement) and KPMG
Corporate Finance will not be responsible to any person other than Galliford
for providing the protections afforded to clients of KPMG Corporate Finance
or for providing advice in relation to the Offer or in relation to the
contents of this Announcement or any transaction or arrangement referred to
herein.
Lazard, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for Try and no-one else in
connection with the Offer and will not be responsible to anyone other than
Try for providing the protections afforded to customers of Lazard or for
providing advice in relation to the Offer.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instruments of transportation or communication
(including, without limitation, facsimile transmission, electronic mail,
telex and telephone) of interstate or foreign commerce, or any facility of a
national securities exchange of the United States, Canada, Japan or
Australia. Accordingly copies of this Announcement are not being, and must
not be, mailed or otherwise distributed or sent in or into the United States,
Canada, Japan or Australia.
The New Galliford Shares to be issued pursuant to the Offer have not been and
will not be registered under the United States Securities Act of 1933 (as
amended) nor in any jurisdiction of the United States, nor have the relevant
clearances been, nor will they be, obtained from the Securities Commission of
any province or territory of Canada nor has a prospectus in relation to the
New Galliford Shares been lodged with, or registered by, the Australian
Securities Commission or any securities authority in Japan. Accordingly,
unless an exemption under such Act or relevant securities laws is available,
the New Galliford Shares may not be offered, sold, re-sold or delivered,
directly or indirectly, in or into the United States, Canada, Japan or
Australia or any other jurisdiction in which the offer of New Galliford
Shares would constitute a violation of relevant laws or require registration
thereof.