Offer Update
Redrow PLC
9 January 2002
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN.
RECOMMENDED CASH OFFER FOR TAY HOMES PLC
FIRST CLOSING DATE - LEVEL OF ACCEPTANCES
OFFER DECLARED WHOLLY UNCONDITIONAL
Following a meeting of a committee of the board, Redrow announces that all of
the conditions of the Offer have now been satisfied or waived and,
consequently, the Offer has been declared unconditional in all respects.
Redrow announces that, as at 3.00 p.m. on 8 January, 2002, the first closing
date of the Offer, valid acceptances had been received in respect of the Offer
for 25,859,501 Tay Homes Shares, representing, in aggregate, approximately
95.2 per cent. of Tay Homes current issued share capital.
At the date of this announcement, valid acceptances of the Offer had been
received in respect of 18,520,430 Tay Homes Shares, representing approximately
68.2 per cent. of Tay Homes current issued share capital, from persons who had
given irrevocable undertakings to accept the Offer.
As at 3.00 p.m. on 8 January, 2002, valid elections for the Loan Note
Alternative had been received in respect of 386,492 Tay Homes Shares,
representing approximately 1.4 per cent. of the current issued share capital
of Tay Homes. The Loan Note Alternative will remain open until 3.00 p.m. on 22
January 2002 and will thereafter close. Loan Notes will only be issued in
accordance with the provisions of the Offer Document.
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 in 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. As at 3.00 p.m. on 8 January, 2002 valid
elections had been received for the Loan Note Alternative which would require
the issue of £425,141 in nominal amount of Loan Notes.
The Offer will remain open for acceptance until further notice. Tay Homes
Shareholders who wish to accept the Offer but have not yet done so are
strongly encouraged to return their completed Forms of Acceptance (and
supporting documents) as soon as possible. Further Forms of Acceptance are
available from Computershare Investor Services PLC, PO Box 859, The Pavilions,
Bridgwater Road, Bristol BS99 1XZ (telephone number: 0870 702 0100).
Settlement of the consideration will be effected on or before 22 January, 2002
for Tay Homes Shareholders who have already validly accepted the Offer for
cash and as soon as possible after the Loan Note Alternative closes for those
Tay Homes Shareholders who have elected for the Loan Note Alternative.
Settlement for Tay Homes Shareholders who validly accept the Offer from today
onwards will be effected within fourteen days of their valid acceptance.
The attention of Tay Homes Shareholders is drawn to the fact that Redrow
intends to procure the de-listing of Tay Homes Shares from the Official List
of the UKLA and the cancellation of trading in Tay Homes Shares on the London
Stock Exchange. In addition, Redrow intends to apply the compulsory
acquisition procedures of sections 428 to 430F of the Act to acquire any
outstanding Tay Homes Shares to which the Offer relates.
Appropriate proposals to holders of options under the Tay Homes Share Option
Schemes will be posted in due course.
Save as disclosed above and in the Offer Document, neither Redrow, nor any of
the directors of Redrow and their respective immediate families or related
trusts, nor, so far as Redrow is aware, any party deemed to be acting in
concert with Redrow, has acquired or agreed to acquire any Tay Homes Shares,
or any rights over Tay Homes Shares, since the commencement of the Offer
Period and no acceptances have been received from any persons acting in
concert with Redrow. Immediately prior to the commencement of the Offer
Period, neither Redrow, nor any of the directors of Redrow and their
respective immediate families or related trusts, nor so far as Redrow is
aware, any party deemed to be acting in concert with Redrow held any Tay Homes
Shares or any rights over Tay Homes Shares, save as disclosed in the Offer
Document.
In this announcement 'Offer Document' means the document dated 5 December,
2001, relating to the Offer.
Definitions used in the Offer Document have the same meanings when used in
this announcement, unless the context requires otherwise.
ENQUIRIES:
Redrow plc Tel: 01244 520 044
Paul Pedley
Neil Fitzsimmons
Cazenove & Co. Ltd Tel: 020 7588 2828
Nick Wiles
Piers Coombs
The Offer is not being made, directly or indirectly, in or into, and may not
be accepted in or from, the United States, Canada, Australia or Japan.
Accordingly, copies of this announcement are not being, and must not be,
mailed or otherwise distributed or sent in, into or from the United States,
Canada, Australia or Japan.
If Loan Notes are issued pursuant to the Offer such Loan Notes have not been
and will not be registered under the United States Securities Act of 1933 (as
amended) nor under the securities laws of any state of the United States and
may not be offered, sold or delivered, directly or indirectly, in or into the
United States.
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 21
Financial Services and Markets Act 2000.
Cazenove, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Redrow and 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 in the Offer Document.