Offer Update
Persimmon PLC
28 February 2001
Not for release, publication or distribution in or into the
United States of America, Canada, Australia or Japan
Persimmon plc
Recommended final* Offer for Beazer Group Plc
Offer declared unconditional as to acceptances
On 27 February 2001, Persimmon announced an extension of the recommended final
Offer for the entire issued and to be issued share capital of Beazer made by
ABN AMRO Corporate Finance Limited on behalf of Persimmon.
Pursuant to Rule 17 of the City Code, Persimmon announces that by 3.00 p.m. on
Wednesday 28 February 2001, valid acceptances of the Offer had been received
in respect of 255,655,392 Beazer shares, representing approximately 89.2 per
cent. of the current issued ordinary share capital of Beazer. Accordingly,
the Offer has been declared unconditional as to acceptances. The Offer will
remain open for acceptance until further notice and Beazer shareholders who
have not yet accepted the Offer are urged to do so without delay.
The Mix and Match Election will remain open until 3.00 p.m. on Monday 12 March
2001.
Beazer Shareholders (other than certain overseas shareholders) who validly
accept the Offer may continue to elect to receive Loan Notes under the Loan
Note Alternative as an alternative to all or part of the cash consideration
which would otherwise be receivable by them under the Offer, for so long as
the Offer remains open for acceptance.
Persimmon received irrevocable undertakings from the directors of Beazer to
accept the Offer in respect of 272,314 Beazer Shares, representing
approximately 0.1 per cent. of Beazer's existing issued share capital. Valid
acceptances in respect of all of these shares have been received and are
included in the acceptances referred to above.
Persimmon holds one Beazer Share. Save for this shareholding, neither
Persimmon nor any person acting, or deemed to be acting, in concert with
Persimmon held any Beazer Shares or rights over Beazer Shares prior to the
Offer period and neither Persimmon nor any person acting, or deemed to be
acting, in concert with Persimmon has acquired or agreed to acquire any Beazer
Shares or rights over Beazer Shares since the Offer period commenced (other
than pursuant to acceptances of the Offer).
Terms defined in the Offer Document dated 5 February 2001 have the same
meaning in this announcement save where the context requires otherwise.
Press enquiries:
Persimmon Geoff Grewer, Group Company Secretary 01904 642 199
Finsbury Ed Orlebar / Faeth Finnemore 020 7251 3801
The Persimmon Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Persimmon
Directors (who have taken reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
ABN AMRO Corporate Finance Limited, which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is acting for Persimmon and
no-one else in connection with the Offer and will not be responsible to anyone
other than Persimmon for providing the protections afforded to customers of
ABN AMRO Corporate Finance Limited or for giving advice in relation to the
Offer.
The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facilities from within the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from the United States, Canada, Australia or
Japan and persons receiving this document and any related document (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from the United States, Canada, Australia
or Japan. Doing so may render invalid any purported acceptance of the Offer.
The New Persimmon Shares and the Loan Notes have not been, nor will they be,
registered under the Securities Act or under the securities laws of any state
of the United States; the relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada; no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; and
neither the New Persimmon Shares nor the Loan Notes have been, nor will they
be, registered under or offered in compliance with applicable securities laws
of any state, province, territory or jurisdiction of Canada, Australia or
Japan. Accordingly neither the New Persimmon Shares nor the Loan Notes may
(unless an exemption under relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into the United
States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, a
Restricted Overseas Person.
*The Offer is final and will not be revised or increased. However, Persimmon
reserves the right to amend, improve, revise, increase or change the terms of
the Offer in the event of a revised offer from Bryant Group plc or any other
competitive situation arising or otherwise with the consent of the Panel.
ABN AMRO Corporate Finance Limited has authorised the issue of this
announcement solely for the purposes of Section 57 of the Financial Services
Act 1986.
This announcement does not constitute an offer or an invitation to purchase
any securities.