Offer for Tay Homes PLC

Redrow PLC
29 November 2001



 Not for release, distribution or publication in or into the United States of
                     America, Canada, Japan or Australia.


                                                              29 November 2001

                              Recommended Cash Offer

                                        by

                                Cazenove & Co. Ltd

                                   on behalf of

                                    Redrow plc

                                        for

                                   Tay Homes plc

Summary


  * The Boards of Redrow and Tay Homes announce the terms of a recommended
    cash offer to be made by Cazenove on behalf of Redrow for the entire
    issued and to be issued ordinary share capital of Tay Homes.

  * The Offer is 110 pence in cash for every Tay Homes Share.

  * In addition, a loan note alternative will be available in respect of the
    Offer.

  * The Offer values the entire issued ordinary share capital of Tay Homes
    at approximately £29.9 million.

  * The Offer represents a premium of approximately 8 per cent. to
    yesterday's closing middle market quotation of 102 pence per Tay Homes
    Share, as derived from the Daily Official List and a premium of
    approximately 31 per cent. to the closing price of 84 pence per Tay Homes
    Share, as derived from the Daily Official List, on 26 November 2001, the
    last business day prior to the announcement by Tay Homes that it was in
    talks that may lead to an offer.

  * Redrow has received irrevocable undertakings to accept the Offer from
    the directors of Tay Homes and other Tay Homes Shareholders (including
    Country & Metropolitan) amounting in aggregate to 18,535,430 Tay Homes
    Shares, representing 68.2 per cent. of Tay Homes' existing issued ordinary
    share capital.

The above summary is to be read in conjunction with the full text of this
announcement.

Commenting on the Offer, Paul Pedley, Chief Executive of Redrow, said:


        'The acquisition of Tay Homes provides us with the opportunity to
        accelerate the growth of Redrow's businesses in Yorkshire and Scotland
        particularly within our 'Harwood' brand, whilst maintaining the
        Group's excellent record in delivering outstanding returns on capital
        and operating margins.'

        John Maunders, Chairman of Tay Homes, said:

        'The Tay Homes board considers that the offer from Redrow represents
        the best route available for shareholders to optimise the value of
        their shares in the current market and in the foreseeable future.'

Enquiries

Redrow                     Paul Pedley                    01244 520 044
                           Neil Fitzsimmons
Cazenove & Co. Ltd         Nick Wiles                     020 7588 2828
                           George Brenan

Tay Homes                  Bill Bannister                 0113 242 6262
                           Stephen Evans

Williams de Broe           Joanne Lake                    0113 243 1619
                           Tim Worlledge                  020 7588 7511




Cazenove, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for Redrow and for no one else in
connection with the Offer and will not be responsible to anyone other than
Redrow for providing the protections afforded to customers of Cazenove nor for
providing advice in relation to the Offer or any matter referred to herein or
in the Offer Document.

Williams de Broe, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited is acting for Tay Homes and for no one else in
connection with the Offer and will not be responsible to anyone other than Tay
Homes for providing the protections afforded to customers of Williams de Broe
nor for providing advice in relation to the Offer or any matter referred to
herein or in the Offer Document.

This announcement, which has been prepared by and is the sole responsibility
of Redrow, has been approved by Cazenove solely for the purposes of Section 57
of the Financial Services Act 1986.







 Not for release, distribution or publication in or into the United States of
                     America, Canada, Japan or Australia.




                                                              29 November 2001

                              Recommended Cash Offer

                                        by

                                Cazenove & Co. Ltd

                                   on behalf of

                                    Redrow plc

                                       for

                                  Tay Homes plc



Introduction

The Boards of Redrow and Tay Homes announce that they have reached agreement
on the terms of a recommended cash offer, to be made by Cazenove on behalf of
Redrow, for the entire issued and to be issued ordinary share capital of Tay
Homes. The Offer values the current issued ordinary share capital of Tay Homes
at approximately £29.9 million and each Tay Homes Share at 110 pence.

The Board of Tay Homes, who have been so advised by Williams de Broe, its
financial adviser, considers the terms of the Offer to be fair and reasonable
and unanimously recommends Tay Homes Shareholders to accept it. In providing
advice to the Board of Tay Homes, Williams de Broe has taken account of the
commercial assessment of the directors of Tay Homes.

The directors of Tay Homes have entered into agreements with Redrow pursuant
to which they have irrevocably undertaken to accept the Offer in respect of
their personal and family holdings amounting in aggregate to 1,095,300 Tay
Homes Shares, representing 4.0 per cent. of the current issued ordinary share
capital of Tay Homes. In addition, certain other shareholders (including
Country & Metropolitan) have undertaken to accept the Offer in respect of
their aggregate holdings of 17,440,130 Tay Homes Shares, representing 64.2 per
cent. of the current issued ordinary share capital of Tay Homes. Together with
the irrevocable undertakings referred to above, this represents in total 68.2
per cent. of the current issued ordinary share capital of Tay Homes.

The undertaking from Country & Metropolitan to accept the Offer in respect of
7,129,054 Tay Homes Shares is conditional on Country & Metropolitan
shareholder approval at an extraordinary general meeting. Country &
Metropolitan has also undertaken to convene an extraordinary general meeting
of its shareholders at which a resolution seeking such approval will be
proposed. The directors of Country & Metropolitan and other shareholders
representing a total of 50.7 per cent. of the issued share capital of Country
& Metropolitan have given undertakings to Redrow to vote in favour of this
resolution.



 The Offer

The Offer, which will be subject, inter alia, to the conditions set out in
Appendix I to this announcement and the conditions and further terms to be set
out in full in the Offer Document, will be made on the following basis:

             for each Tay Homes Share           110 pence in cash

The Offer represents a premium of approximately 8 per cent. to yesterday's
closing middle market quotation of 102 pence per Tay Homes Share, as derived
from the Daily Official List and a premium of approximately 31 per cent. to
the closing price of 84 pence per Tay Homes Share, as derived from the Daily
Official List, on 26 November 2001, the last business day prior to the
announcement by Tay Homes that it was in talks that may lead to an offer.

There will also be a Loan Note Alternative. Further details of the Loan Note
Alternative are set out below.

Background to and reasons for the Offer

Following a wide-ranging review of strategic options, Redrow conducted a
highly successful tender offer to buy back and cancel 30 per cent. of the
issued ordinary shares of Redrow in October 2000. The rationale behind that
decision was a strong commitment by the Board of Redrow to deliver increased
shareholder value. In the year ended 30 June 2001, the benefits of the tender
offer have been confirmed with earnings per share growing by 34 per cent. over
the previous financial year. Further benefits to earnings per share should
come from the Redrow Group's more efficient capital structure in the current
financial period.

Operational Benefits of the Acquisition

Despite the higher level of gearing within Redrow due to the buy back, the
performance of the business during 2001 has enabled the Board of Redrow to
examine additional opportunities to enhance shareholder value. The specific
attractions to Redrow of acquiring Tay Homes relate principally to the land
bank which Tay Homes has in Scotland and Yorkshire and, to a lesser extent,
the Midlands. These land holdings will enhance Redrow's own land bank in these
areas and should enable an acceleration in the financial growth of Redrow's
Northern region. Many of Tay Homes' sites are particularly suited to Redrow's
'Harwood' range and the acquisition will help to continue the growth shown by
this brand over the last three years.

The repositioning of Tay Homes' business over the last two years, with a
sharper focus on profit performance rather than volumes of units sold, will
assist a smooth integration of Tay Homes into Redrow's structure.

Financial Benefits of the Acquisition

The Board of Redrow believes that the acquisition will:


  * provide the opportunity for reduction of costs through elimination of
    duplicated central costs and overheads; and

  * enhance underlying earnings per share in the first full financial year
    following the acquisition. (This statement should not be interpreted to
    mean that the Enlarged Redrow Group's future earnings per share would
    necessarily be greater than the historic earnings per share of Redrow).

Financing of the Offer

Redrow is financing the Offer consideration of £29.9 million, for the entire
issued share capital of Tay Homes, from its own resources. The Redrow Group
has recently disposed of its interest in the commercial scheme at Windsor and
has unconditionally exchanged contracts for the disposal of the commercial
scheme at Altrincham, Manchester. These disposals together are expected to
generate cash proceeds of approximately £28.2 million. Redrow has also secured
a £30.5 million facility from Barclays Capital.

Information relating to the Redrow Group and current trading

Redrow is one of the UK's leading national residential and commercial
developers, having delivered consistently high earnings growth, return on
capital and award winning products. In the year ended 30 June 2001, Redrow's
operating profit was £79.5 million on a turnover of £421.2 million, with
Redrow UK Homes companies having an operating margin of 17.9 per cent. and a
Redrow Group return on capital of 28 per cent. for the fourth consecutive
year. Net assets at 30 June 2001 were £187.1 million.

Redrow Homes

Redrow Homes' core strengths are:


  * Successful product portfolio combined with a clear focus on customer
    care;

  * A long term land policy which has delivered a substantial and low cost
    land bank;

  * An excellent management team with a style and culture unique to Redrow;
    and

  * Strong group discipline in the areas of land appraisal, house design and
    financial reporting.

In 2000, Redrow Homes was rationalised into ten operating companies,
structured into three reporting regions, Northern, Southern and Western, each
of which is accountable through a regional chairman to the main Board of
Redrow. Further, each company was given full access to the 'Heritage',
'Harwood', 'Renaissance' and 'In the City' brands. The result of this has been
increased opportunities for growth whilst at the same time controlling the
investment in overheads. The Board of Redrow believes this change of emphasis
has been one of the principal drivers behind Redrow's strong sales performance
in 2001.

During 2001, Redrow Homes continued to expand its UK market share. In
particular, during the six months ended 30 June 2001, the volume and value of
sales secured increased by 12 per cent. and 24 per cent. respectively over the
corresponding period in the previous year, in part due to the performance of
the city centre schemes. As a result, Redrow Homes ended the year with a
record forward sales position of 1,266 units, having a combined sales value of
£176 million, 32 per cent. ahead of the record levels achieved in 2000.

One of the fundamental strengths of Redrow remains its long term strategy
towards the acquisition of land. Over the twelve months to 30 June 2001,
Redrow's current land bank increased substantially from 13,500 plots to 14,300
plots, representing in excess of a four year supply on a historic basis. Of
these plots, 11,300 have secured planning consent with the balance held under
contract awaiting, in the vast majority of cases, the grant of a satisfactory
planning consent.

Redrow Commercial

The relocation of Redrow Commercial from St. David's Park to Manchester has
significantly enhanced its profile. During the most recent financial year the
management team has been reorganised and enlarged and the structure now
mirrors that of Redrow Homes, with development teams focused on the Northern,
Southern and Western regions, centrally supported by an experienced and
knowledgeable project management function. This new structure has enhanced
Redrow's ability to focus on and secure further mixed use opportunities, where
the combination of Redrow's expertise in both residential and commercial
development can add value for landowners and meet the requirements of local
planners.

Current Trading and Prospects

In the current financial year Redrow is continuing to make good progress both
in terms of sales and the expansion of its land bank to support future growth.

Having entered the year with a record forward sales position of 1,266 units
with a combined value of £176 million, sales since 1 July 2001 have been at
satisfactory levels, running slightly above the previous year. Further, since
11 September 2001 there has been no significant change in Redrow's markets
which have remained steady in each of the Redrow Group's three regions and for
each of its brands.

The housing market remains sound due to continuing affordability as a result
of prevailing low interest rates and the constrained land supply due to the
planning regime. Redrow, because of its long term land strategy, is in a
strong position with all plots for projected legal completions in the current
year owned and over 85 per cent. of the following year owned with a further 10
per cent. controlled.

Redrow currently has a record forward sales position and a record land bank.
In addition Redrow has disposed of its interest in the commercial scheme at
Windsor and has unconditionally exchanged contracts for the disposal of the
commercial scheme at Altrincham, thereby generating expected cash proceeds of
approximately £28.2 million.

Redrow remains committed to developing its product range and its brands across
the three regions as well as developing mixed-use schemes that will provide
opportunities for both Redrow's residential and commercial expertise.

Information relating to the Tay Homes Group

Tay Homes is a Leeds based housebuilder, concentrating on the three UK regions
of the Midlands, Northern England and Scotland. The company embarked on a
number of wide ranging changes two years ago, set in place to enhance the
controls and performance of the group. These changes reversed the previous
policy of focusing on volume rather than margin, reduced the high levels of
borrowing and part exchanges and were aimed at establishing a more appropriate
level of overhead.

In the preliminary results for the year ended 30 June 2001, Tay Homes reported
that demand for their new product range reflected strong sales in the second
half of the financial year and that margins had improved in all areas of Tay
Homes' operations. For the latest financial year, Tay Homes reported legal
completions of 765 units at an average selling price of approximately £
104,000. There were a further 32 completions at Tay Homes' joint venture
development in Dalgety Bay, Scotland. Tay Homes' land bank, as at 30 June
2001, stood at 1,970 plots (which were owned or under contract and which were
either allocated for development or had existing planning consent). Tay Homes'
strategic and other land holdings represented a further 1,100 plots.

On 7 June 2001, Country & Metropolitan announced that it was considering
making an offer for Tay Homes. On 20 August 2001, Country & Metropolitan
withdrew its possible offer.

In the year ended 30 June 2001, turnover of the Tay Homes Group was £81.8
million and profit before taxation and exceptional items amounted to £3.4
million. As at 30 June 2001, Tay Homes reported net assets of £31.1million, or
114.7 pence per Tay Homes Share.

Trading since the year end has been satisfactory and in line with directors'
expectations.

Irrevocable Undertakings to accept the Offer

Redrow has obtained irrevocable undertakings to accept the Offer from the
directors of Tay Homes and their families, in respect of their holdings of, in
aggregate, 1,095,300 Tay Homes Shares and from Country & Metropolitan in
respect of its holding of 7,129,054 Tay Homes Shares. In addition, Redrow has
received undertakings to accept the Offer from other Tay Homes shareholders in
respect of 10,311,076 Tay Homes Shares. This brings the total shareholder
support for the Offer to 68.2 per cent. of the current issued share capital of
Tay Homes.

Due to the size of Country & Metropolitan's holding of Tay Homes Shares,
Country & Metropolitan requires the approval of its shareholders in order to
accept the Offer. The undertaking to accept the Offer given by Country &
Metropolitan is conditional upon Country & Metropolitan receiving approval
from its shareholders at an extraordinary general meeting. Country &
Metropolitan has given an undertaking to Redrow to use reasonable endeavours
to dispatch, no later than 21 December 2001, a circular to its shareholders
convening an extraordinary general meeting of Country & Metropolitan seeking
approval for a resolution to enable Country & Metropolitan to accept the Offer
in respect of its entire holding of Tay Homes Shares. In addition, the
directors of Country & Metropolitan and certain other Country & Metropolitan
shareholders have provided undertakings to Redrow inter alia to vote in favour
of that resolution at the extraordinary general meeting in respect of their
shareholdings in Country & Metropolitan amounting in aggregate to 50.7 per
cent. of the issued share capital of Country & Metropolitan.

The undertaking from UBS Asset Management Limited to accept the Offer in
respect of 4,160,672 Tay Homes Shares will lapse in the event of a competing
offer at a level equal to, or greater than, 115.5 pence per Tay Homes Share.
All of the other undertakings referred to in the previous paragraphs will not
lapse in the event of a higher offer.

Employees

Redrow has confirmed to Tay Homes that the existing rights, including pension
rights, of all employees of the Tay Homes Group will be fully safeguarded.

Tay Homes Share Option Schemes

The Offer will extend to any Tay Homes Shares issued or unconditionally
allotted while the Offer remains open for acceptance (or such earlier date as
Redrow may, subject to the Code or with the consent of the Panel, determine)
including as a result of the exercise of options granted under the Tay Homes
Share Option Schemes. Redrow will make appropriate proposals to option holders
under the Tay Homes Share Option Schemes in due course in the event that the
Offer becomes or is declared unconditional in all respects.



Loan Note Alternative

Tay Homes Shareholders (other than certain overseas shareholders) who validly
accept the Offer may elect to receive Loan Notes in exchange for their Tay
Homes Shares instead of some or all of the cash consideration to which they
would otherwise be entitled under the Offer on the following basis:

 For every £1 of cash consideration under the Offer £1 nominal of Loan Notes

The Loan Notes will be unsecured and will be issued, credited as fully paid,
in amounts and multiples of £1 nominal and will constitute unsecured debt
obligations of Redrow. Entitlements to Loan Notes will be rounded down to the
nearest £1 and any fractional entitlements to Loan Notes will be disregarded
and not paid.

The Loan Notes will bear interest, payable twice yearly in arrears on 8
January and 8 July in each year, at the rate per annum calculated to be 0.5
per cent. below LIBOR. The first interest payment date will be 8 July 2002 in
respect of the period from (and including) the date of the issue of the Loan
Notes to the relevant holder of the Loan Notes up to but excluding 8 July
2002.

Holders of Loan Notes will have the right to redeem all or part (being £100
nominal or integral multiples thereof or, if less, the entire amount of the
holder's Loan Notes) of their Loan Notes for cash at par, plus accrued but
unpaid interest thereon up to but excluding the date of repayment (after
deduction of tax) on 8 January 2003 and on any subsequent interest payment
date up to and including 8 January 2006. If at any time after 8 January 2003
the principal amount of all Loan Notes outstanding is less than 5 per cent. of
the nominal value of Loan Notes issued in connection with the Offer, Redrow
shall have the right, on giving to the remaining holders of Loan Notes not
less than 30 days' notice in writing to expire at any time prior to 8 July
2006, to redeem all (but not some of) the outstanding Loan Notes for cash at
par, plus accrued but unpaid interest thereon up to but excluding the date of
redemption (after deduction of tax). Unless previously redeemed or repurchased
by Redrow, the Loan Notes will be repaid at par on 8 July 2006. No application
has been or will be made for the Loan Notes to be listed or traded on any
stock exchange.

If the number of valid elections for the Loan Note Alternative received while
the Loan Note Alternative remains open for acceptance would not result in the
issue of at least £2 million nominal amount of Loan Notes, no Loan Notes will
be issued unless Redrow in its absolute discretion determines otherwise. If
insufficient elections are received, Tay Homes Shareholders who validly elect
for the Loan Note Alternative will instead receive cash in accordance with the
terms of the Offer.

The Loan Notes will not be available to Tay Homes Shareholders who are, or
whom Redrow believes to be, Restricted Overseas Persons. The Loan Note
Alternative will be conditional on the Offer becoming or being declared
unconditional in all respects.

Further details of the Loan Notes will be set out in the Offer Document.

Further details of the Offer

The conditions and certain further terms of the Offer are set out in Appendix
I to this document.

General

Neither Redrow, nor any of its directors, nor, so far as Redrow is aware, any
person deemed to be acting in concert with it, owns or controls any Tay Homes
Shares or has any option to acquire any Tay Homes Shares, or has entered into
any derivative referenced to securities of Tay Homes which remains
outstanding.

Appendix II contains the definitions used in this announcement.

It is intended that the Offer Document (including a letter of recommendation
from the Chairman of Tay Homes) and Form of Acceptance will be dispatched
shortly to Tay Homes Shareholders and, for information only, to participants
in the Tay Homes Share Option Schemes.

Cazenove, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for Redrow and for no one else in
connection with the Offer and will not be responsible to anyone other than
Redrow for providing the protections afforded to customers of Cazenove nor for
providing advice in relation to the Offer or any matter referred to herein or
in the Offer Document.

Williams de Broe, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting for Tay Homes and for no one else in
connection with the Offer and will not be responsible to anyone other than Tay
Homes for providing the protections afforded to customers of Williams de Broe
nor for providing advice in relation to the Offer or any matter referred to
herein or in the Offer Document.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.

This document does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document which Redrow intends to dispatch shortly to Tay Homes
Shareholders and, for information only, to participants in the Tay Homes Share
Option Schemes.

This announcement, which has been prepared by and is the sole responsibility
of Redrow, has been approved by Cazenove solely for the purposes of Section 57
of the Financial Services Act 1986.

                                  APPENDIX I

                  Conditions and further terms of the Offer

For the purpose of these conditions:


 A. the 'Wider Tay Homes Group' means Tay Homes or any of its subsidiaries or
    subsidiary undertakings or any associated company of which 20 per cent. or
    more of the voting capital is held by any member of the Tay Homes Group or
    any partnership, joint venture firm or company in which any member of the
    Tay Homes Group may be interested,


 B. the 'Wider Redrow Group' means Redrow or any of its subsidiaries or
    subsidiary undertakings or any associated company of which 20 per cent. or
    more of the voting capital is held by any member of the Redrow Group or
    any partnership, joint venture firm or company in which any member of the
    Redrow Group may be interested.

The Offer, is to be governed by English law and subject to the jurisdiction of
the Courts of England and will be subject to the following conditions:


 i. valid acceptances of the Offer being received (and not, where permitted,
    withdrawn) by 3.00 p.m. on the first closing date of the Offer (or such
    later time(s) and/or date(s) as Redrow may, subject to the rules of the
    Code decide) in respect of not less than 90 per cent. (or such lesser
    percentage as Redrow may decide) of the Tay Homes Shares to which the
    Offer relates, provided that this condition will not be satisfied unless
    Redrow has acquired or agreed to acquire (either pursuant to the Offer or
    otherwise) Tay Homes Shares carrying in aggregate over 50 per cent. of the
    voting rights normally exercisable at general meetings of Tay Homes,
    including for this purpose, to the extent (if any) required by the Panel,
    any voting rights attaching to any Tay Homes Shares which may be
    unconditionally allotted or issued before the Offer becomes or is declared
    unconditional as to acceptances (whether pursuant to the exercise of
    outstanding conversion, or subscription rights or otherwise), and for this
    purpose:

    (a)     the expression 'Tay Homes Shares to which the Offer relates' shall
    be construed in accordance with sections 428- 430F of the Act; and

    (b)     Tay Homes Shares which have been unconditionally allotted shall be
    deemed to carry the voting rights which they will carry upon issue;

ii. the Office of Fair Trading indicating, in terms satisfactory to Redrow,
    that the Secretary of State for Trade and Industry does not intend to
    refer the proposed acquisition of Tay Homes by Redrow or any matters
    arising therefrom to the Competition Commission;

iii. all necessary or expedient filings having been made, all appropriate
    waiting and other time periods (including any extension to them) under any
    applicable legislation or regulations of any jurisdiction having expired,
    lapsed or been terminated and all authorisations, orders, recognitions,
    grants, consents, licences, confirmations, clearances, certificates,
    permissions and approvals necessary or appropriate form or in respect of
    the Offer, its implementation or any acquisition of any shares in, or
    control of, Tay Homes or any member of the Wider Tay Homes Group by any
    member of the Wider Redrow Group (each an 'Authorisation') having been
    obtained in terms and in a form reasonably satisfactory to Redrow from all
    appropriate government or governmental, quasi-governmental, supranational,
    statutory, regulatory, environmental or investigative body or authority or
    any court in any jurisdiction (each a 'Relevant Authority') or persons
    with whom any member of the Wider Tay Homes Group has entered into
    contractual arrangements (where the absence of an Authorisation from such
    a person would have an adverse effect on the Wider Tay Homes Group taken
    as a whole), and all such authorisations, orders, recognitions, grants,
    consents, licences, confirmations, clearances, certificates, permissions
    and approvals, together with all authorisations, orders, recognitions,
    grants, consents, licences, confirmations, clearances, certificates,
    permissions and approvals necessary or appropriate to carry on the
    business of any member of the Wider Tay Homes Group, remaining in full
    force and effect at the time when the Offer would otherwise become
    unconditional in all respects and there being no intimation of any
    intention to revoke or not to renew, withdraw, suspend, withhold, modify
    or amend the same in consequence of the Offer becoming unconditional in
    all respects, and all necessary statutory or regulatory obligations in any
    jurisdiction having been complied with;

iv. no Relevant Authority having taken, instituted, implemented or threatened
    any action, suit, proceedings, investigation, reference or enquiry, or
    having required any action to be taken or otherwise having done anything
    or having enacted, made or proposed any statute, regulation, order or
    decision, or having taken any other steps or measures that would or might:

    (a)     make the Offer, its implementation or the acquisition or proposed
    acquisition of any shares in, or control of Tay Homes or any member of the
    Wider Tay Homes Group by Redrow illegal, void or unenforceable under the
    laws of any jurisdiction or otherwise directly or indirectly restrict,
    restrain, prohibit, delay, frustrate or materially interfere in the
    implementation of or impose additional material conditions or obligations
    with respect to or otherwise challenge the Offer or the proposed
    acquisition of Tay Homes by Redrow or any acquisition of Tay Homes Shares
    by Redrow (including without limitation, taking any steps which would
    entitle the Relevant Authority to require Redrow to dispose of all or some
    of its Tay Homes Shares or restrict the ability of Redrow to exercise
    voting rights in respect of some or all of such Tay Homes Shares); or

    (b)     result directly or indirectly in a delay in the ability of Redrow,
    or render Redrow unable, to acquire some or all of the Tay Homes Shares or
    control of Tay Homes or the Wider Tay Homes Group; or

    (c)     impose any limitation on, or result in a delay in, the ability of
    any member of the Wider Redrow Group or Tay Homes or any member of the
    Wider Tay Homes Group to acquire or hold or exercise effectively, directly
    or indirectly, all or any rights of ownership of shares or other
    securities or the equivalent in any member of the Wider Tay Homes Group or
    to exercise management control over any member of the Wider Tay Homes
    Group; or

    (d)     require, prevent, delay or affect the divestiture (or alter the
    terms of such divestiture) by any member of the Wider Redrow Group or the
    Wider Tay Homes Group of all or any material portion of their respective
    businesses, assets or properties or impose any limitation on the ability
    of any of them to conduct their respective businesses or to own any of
    their respective assets or properties; or

    (e)     otherwise adversely affect any or all of the businesses, assets,
    prospects, liabilities or profits of any member of the Wider Redrow Group
    or any member of the Wider Tay Homes Group in a manner which would be
    material in the context of the Wider Tay Homes Group taken as a whole; or

    (f)     require any member of the Wider Redrow Group or any member of the
    Wider Tay Homes Group to offer to acquire any shares or other securities
    (or the equivalent) owned by any third party in any member of the Wider
    Redrow Group or Wider Tay Homes Group; or

    (g)     result in any member of the Wider Redrow Group or the Wider Tay
    Homes Group ceasing to be able to carry on business under any name under
    which it does so at present;

    and all applicable waiting and other time periods during which any such
    Relevant Authority could decide to take, institute, implement or threaten
    any proceedings, suit, investigation, reference or enquiry or enact, make
    or propose any such statute, regulation or order or take any other such
    step having expired, lapsed or been terminated;

 v. there being no provision of any arrangement, agreement, authorisation,
    lease, licence, consent, permit, franchise or other instrument to which
    any member of the Wider Tay Homes Group is a party, or by or to which any
    such member, or any part of its assets, may be bound, entitled or subject,
    which, as a consequence of the Offer or of the proposed acquisition of all
    or any part of the issued share capital of, or control of, Tay Homes,
    would or might result in (in a manner which would be material in the
    context of the Tay Homes Group as a whole):

    (a)     any assets or interests of any member of the Wider Tay Homes Group
    being, or falling, to be disposed of or charged or any right arising under
    which any such asset or interest could be required to be disposed of or
    charged; or

    (b)     any monies borrowed by or other indebtedness or liabilities
    (actual or contingent) of any member of the Wider Tay Homes Group being
    declared or becoming repayable or being capable of being declared
    repayable immediately or earlier than the repayment date stated in such
    arrangement, agreement or other instrument or the ability of such member
    of the Wider Tay Homes Group to borrow monies or incur any indebtedness
    becoming or being capable of being or becoming withdrawn, prohibited,
    inhibited or adversely modified or affected; or

    (c)     any such arrangement, agreement, authorisation, lease, licence,
    consent, permit, franchise or other instrument being terminated or
    modified, affected, amended or varied or any action being taken or any
    onerous obligation or liability arising thereunder; or

    (d)     the rights, liabilities, obligations or business or interests of
    any member of the Wider Tay Homes Group with any firm, body or person or
    any arrangements relating to such business, being terminated, modified,
    affected, amended or varied or its or their financial or trading position
    or its or their value being prejudiced or affected in any adverse manner;
    or

    (e)     the business or interests of the financial or trading position or
    prospects of any member of the Wider Tay Homes Group being prejudiced or
    affected; or

    (f)     the creation of any mortgage, charge or other security interest
    over the whole or any part of the business, property or assets of any
    member of the Wider Tay Homes Group or any such security (whenever arising
    or having arisen) becoming enforceable or being enforced; or

    (g)     any member of the Wider Tay Homes Group ceasing to be able to
    carry on business under any name under which it currently does so;

    and no event having occurred which, under any provision of any
    arrangement, agreement or other instrument to which any member of the
    Wider Tay Homes Group is a party, or by or to which any such member, or
    any of its assets, may be bound, entitled or subject, could result in any
    of the events or circumstances as are referred to in items (a) to (g)
    inclusive of this paragraph;

vi. except as correctly disclosed in Tay Homes' annual report and accounts for
    the financial year ended 30 June 2001 or as publicly announced through the
    Company Announcements Office of the London Stock Exchange by Tay Homes
    prior to the date of this announcement (such disclosure or announcement
    being termed as 'publicly announced'):

    (a)     no litigation, arbitration proceedings, mediation proceedings,
    prosecution or investigation or other legal business or proceedings having
    been instituted or threatened or remaining outstanding against any member
    of the Wider Tay Homes Group, or to which any member of the Wider Tay
    Homes Group is or may become a party, which, in any case might materially
    or adversely affect the Wider Tay Homes Group taken as a whole; and

    (b)     no material and adverse change or deterioration having occurred in
    the business or financial or trading position or prospects or profits of
    the Wider Tay Homes Group taken as a whole; and

    (c)     no contingent or other liability having arisen which might be
    likely to materially or adversely affect of the Wider Tay Homes Group
    taken as a whole; and

    (d)     no investigation by any Relevant Authority against or in respect
    of any member of the Wider Tay Homes Group having been threatened in
    writing, announced or instituted or remaining outstanding by, against, or
    in respect of any member of the Wider Tay Homes Group;

vii. except as publicly announced by Tay Homes (as defined in paragraph (vi)
    above) neither Tay Homes nor any other member of the Wider Tay Homes Group
    having:


     a. issued or agreed to issue or authorised or proposed the issue of
        additional shares of any class, or securities convertible into, or
        rights, warrants or options to subscribe for, or acquire, any such
        shares or convertible securities or redeemed, purchased or reduced or
        proposed the redemption, purchase or reduction of any part of its
        share capital (save pursuant to the Tay Homes Share Option Schemes);


                (b)     recommended, declared, paid or made or proposed to
                recommend, declare, pay or make any dividend, bonus or other
                distribution whether payable in cash or otherwise, other than
                to another member of the Wider Tay Homes Group;

                (c)     authorised or proposed or announced its intention to
                propose or entered into any merger or demerger or
                reconstruction, amalgamation, scheme, commitment or
                acquisition or disposal of assets or shares in any
                undertaking;

                (d)     made, authorised or proposed or announced any
                intention to make authorise or propose any change in its share
                or loan capital;

                (e)     issued, authorised or proposed the issue of any
                debentures or, except in the ordinary course of business,
                incurred or increased any indebtedness or liability or become
                subject to a contingent liability in any such case;

                (f)     entered into any arrangement, contract or commitment
                (other than in the ordinary course of business and whether in
                respect of capital expenditure or otherwise) which is of a
                long term or unusual nature or which involves or could involve
                an obligation of a nature and magnitude which is material in
                the context of the Wider Tay Homes Group taken as a whole;

                (g)     entered into or varied or terminated, or authorised,
                proposed or announced its intention to enter into or vary or
                terminate any contract, transaction, arrangement or commitment
                otherwise than in the ordinary course of business;

                (h)     waived or compromised any material claim;

                (i)     taken any corporate action or proposed any voluntary
                winding-up or had any legal proceedings started or threatened
                against it for its winding-up (whether voluntary or
                otherwise), dissolution or reorganisation or for the
                appointment of a receiver, trustee, administrator,
                administrative receiver or similar officer of all or any of
                its assets and revenues or had any such person appointed or
                any analogous proceedings in any jurisdiction or appointed any
                analogous person in any jurisdiction or been unable to pay its
                debts generally or having stopped or suspended (or threatened
                to do so) payments of any debts generally or ceased or
                threatened to cease carrying on all or any part of its
                business;

                (j)     entered into any agreement, contract, commitment or
                arrangement which consents to or results or may result in the
                restriction of the scope of the business of any member of the
                Wider Tay Homes Group;

                (k)     entered into or varied in any material respect the
                terms of any service, consultancy or other agreement with or
                relating to any of the directors of Tay Homes or senior
                executives of any member of the Wider Tay Homes Group;

                (l)     made or agreed or consented to any change to the terms
                of the trust deeds constituting the pension schemes
                established for its directors and/or employees and/or their
                dependants or to the benefits which accrue, or to the pensions
                that are payable thereunder, or to the basis on which
                qualification for or accrual or entitlement to such benefits
                or pensions is calculated or determined or to the basis on
                which the liabilities (including pensions) of such pension
                schemes are funded or made, or agreed or consented to, any
                change to the trustees;

                (m)     entered into or made an offer to enter into any
                legally binding agreement, contract or commitment or passed
                any resolution with respect to any of the transactions or
                events referred to in this paragraph; or

                (n)     made any material alteration to its memorandum or
                articles of association or other incorporation or
                constitutional documents;


 i. Redrow not having discovered that:


                (a)     any member of the Wider Tay Homes Group is subject to
                any liability incurred otherwise than in the ordinary course
                of business, contingent or otherwise, which is material in the
                context of the Wider Tay Homes Group taken as a whole;

                (b)     any financial, business or other information
                concerning the Wider Tay Homes Group disclosed publicly at any
                time, or disclosed to any member of the Wider Redrow Group or
                its advisers by any member of the Wider Tay Homes Group,
                either is materially misleading, contains a material
                misrepresentation of fact or omits to state a fact necessary
                to make the information therein not materially misleading;

                (c)     any member of the Wider Tay Homes Group has not
                complied with any applicable legislation or regulations of any
                jurisdiction with regard to the treatment, keeping, disposal,
                discharge, spillage, leak or emission of any waste or
                hazardous substance or any substance likely to impair the
                environment or harm human health, or environmental matters
                which non-compliance would be likely to give rise to any
                liability or cost (whether actual or contingent) on the part
                of any member of the Wider Tay Homes Group;

                (d)     there has been an emission, discharge, disposal,
                spillage or leak of waste or hazardous substance or any
                substance likely to impair the environment or harm human
                health on or from any land or other asset now or previously
                owned, occupied or made use of by any past or present member
                of the Wider Tay Homes Group which would be likely to give
                rise to any liability or cost (whether actual or contingent)
                on the part of any member of the Wider Tay Homes Group;

                (e)     there is or may be any liability (whether actual or
                contingent) to make good, repair, reinstate or clean up any
                property now or previously owned, occupied or made use of by
                any past or present member of the Wider Tay Homes Group under
                any environmental legislation, regulation, notice, circular or
                order of any Relevant Authority;

                (f)     circumstances exist (whether as a result of the making
                of the Offer or otherwise):

                    (1)     which would be likely to lead to any Relevant
                    Authority instituting; or

                    (2)     whereby any past or present member of the Wider
                    Tay Homes Group would be likely to be required to
                    institute,

                an environmental audit or take any steps which would in any
                such case be likely to result in any actual or contingent
                liability to improve or install new plant or equipment or make
                good, repair, reinstate or clean up any land or other asset
                now or previously owned, occupied or made use of by any past
                or present member of the Wider Tay Homes Group;

                (g)     circumstances exist whereby a person or class of
                person would be likely to have any material claim or claims in
                respect of any product or process of manufacture or materials
                used therein now or previously manufactured, sold or carried
                out by any past or present member of the Wider Tay Homes Group
                such claim or claims being material in the context of the
                Wider Tay Homes Group taken as a whole.

Redrow reserves the right to waive in whole or in part all or any of the
conditions (ii) to (viii) inclusive. Conditions (ii) to (viii) inclusive if
not waived (where permitted) must be fulfilled within 21 days after the later
of the first closing date of the Offer and the date on which condition (i) is
fulfilled (or in each case such later time(s) and /or date as Redrow may, with
the consent of the Panel, agree) failing which the Offer will lapse. Redrow
shall be under no obligation to waive or treat as fulfilled any of the
conditions (ii) to (viii) inclusive by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.

If Redrow is required by the Panel to make an offer for the Tay Homes Shares
under the provisions of Rule 9 of the Code, Redrow may make such alterations
to the conditions as are necessary to comply with the provisions of that rule.

It is a term of the Offer that the Offer will lapse if it or any matter
arising therefrom is referred to the Competition Commission before 3.00 p.m.
on the first closing date of the Offer or, if later, the date on which the
Offer becomes or is declared unconditional as to acceptances.

If the Offer lapses for any reason, the Offer will cease to be capable of
further acceptance and Tay Homes Shareholders accepting the Offer and Redrow
and Cazenove shall cease to be bound by acceptances delivered on or before the
date on which the Offer lapses.

The Offer is not being made, directly or indirectly, in or into, the United
States, Canada, Australia or Japan.

The Tay Homes Shares which are the subject of the Offer will be acquired by
Redrow fully paid up and free from all liens, charges, equitable interests,
encumbrances, other interests, third party rights and together with all rights
now or hereafter attaching thereto, including the right to receive and retain
all dividends, and other distributions (if any) declared, made or paid on or
after the date of this announcement.

The Loan Notes have not been and will not be registered under the United
States Securities Act 1933 (as amended) and may not be offered, sold or
delivered, directly or indirectly, in the United States, Australia, Canada or
Japan.

                                 APPENDIX II

                                 Definitions

The following definitions apply throughout this press release unless the
context requires otherwise.




'Acquisition'  the proposed acquisition by Redrow of the entire issued and to
               be issued share capital of Tay Homes pursuant to the Offer
'Act'          the Companies Act 1985 (as amended)
'Board' or     the board of directors of Tay Homes
'Board of Tay
Homes'
'Board of      the board of directors of Redrow
Redrow'
'business day' a day, not being a Saturday or Sunday, on which banks in the
               City of London are typically open for business
'Country &     Country & Metropolitan Group plc
Metropolitan'
'Cazenove'     Cazenove & Co. Ltd
'Code'         the City Code on Takeovers and Mergers
'Daily         The London Stock Exchange Daily Official List
Official List'
'Enlarged      the Redrow Group as enlarged by the acquisition of Tay Homes
Redrow Group'
'Form of       the form of acceptance, authority and election for use in
Acceptance'    connection with the Offer to be dispatched with the Offer
               Document
'LIBOR'        the arithmetic mean (rounded upwards to four decimal places) of
               the rate or rates of interest per annum which the principal
               London offices of any three clearing banks as Redrow shall
               nominate for the purpose, quote for offering six month sterling
               deposits to prime banks in the London Inter-Bank Market at or
               about 11.00am (London time) on the first business day of the
               relevant interest period or if such a day is not a business day
               on the next succeeding business day
'Loan Note     the alternative whereby Tay Homes Shareholders (other than
Alternative'   certain overseas shareholders) who validly accept the Offer may
               elect to receive Loan Notes instead of all or part of the cash
               consideration to which they would be otherwise entitled pursuant
               to the Offer
'Loan Notes'   unsecured loan notes of £1 each, to be created and issued by
               Redrow pursuant to the Loan Note Alternative having the rights
               and subject to the restrictions to be set out in Loan Note
               Instrument
'Loan Note     the instrument to be entered into by Redrow which will
Instrument'    constitute the Loan Notes
'London Stock  London Stock Exchange plc
Exchange'
'Offer'        the recommended offer to be made by Cazenove, on behalf of
               Redrow, to acquire the whole of the issued and to be issued
               share capital of Tay Homes, on the terms and subject to the
               conditions to be set out in the Offer Document and the Form of
               Acceptance (including where the context so requires any
               subsequent waiver, extension, variation, revision or renewal
               thereof)
'Offer         the offer document to be posted to Tay Homes Shareholders
Document'      shortly
'Panel'        the Panel on Takeovers and Mergers
'Restricted    a person (including an individual, a partnership, an
Overseas       incorporated syndicate, an incorporated organisation, trust,
Person'        trustee, executor, administrator or other legal representative)
               in, or resident in, the US, Canada, Australia or Japan or a US
               Person as defined in Regulation S under the United States
               Securities Act 1933 (as amended)
'Redrow'       Redrow plc
'Redrow        Redrow's commercial development business
Commercial'
'Redrow Group' Redrow together with its subsidiaries and subsidiary
               undertakings
'Redrow Homes' Redrow's private housing development business
'Tay Homes     Tay Homes together with its subsidiaries and subsidiary
Group' or 'the undertakings
Group'
'Tay Homes' or Tay Homes plc
'the Company'
'Tay Homes     holders of Tay Homes Shares
Shareholders'
or
'Shareholders'
'Tay Homes     the share option schemes operated by Tay Homes being the Tay
Share Option   Homes plc 1999 Approved Executive Share Options Scheme and the
Schemes'       Tay Homes plc 1999 Unapproved Share Option Scheme
'Tay Homes     the existing issued or unconditionally allotted and fully paid
Shares'        ordinary shares of 25p each in the capital of Tay Homes and any
               further such shares which are unconditionally allotted issued
               fully paid (or credited as fully paid) while the Offer remains
               open for acceptance (or such earlier date(s) as Redrow may,
               subject to the Code, or with the consent of the Panel decide)
               including any such shares unconditionally allotted or issued
               pursuant to the exercise of options granted under the Tay Homes
               Share Option Schemes
'UK' or        the United Kingdom of Great Britain and Northern Ireland
'United
Kingdom'
'United        the United States of America (including the states of the United
States' or     States and District of Columbia), its possessions and
'US'           territories and all areas subject to its jurisdiction
'Williams de   Williams de Broe plc
Broe'