Offer Document Posted

Taylor Woodrow PLC 04 May 2007 Merger of Taylor Woodrow and George Wimpey to create Taylor Wimpey, the largest UK Housebuilder Posting of Shareholder Documents On 26 March 2007, the boards of Taylor Woodrow plc ('Taylor Woodrow') and George Wimpey Plc ('George Wimpey') announced that they had reached agreement on the terms of an all-share merger (the 'Merger') to create Taylor Wimpey plc ('Taylor Wimpey'). The Merger is being effected by means of a scheme of arrangement of George Wimpey under section 425 of the Companies Act 1985 (the 'Scheme'). Further to that announcement, George Wimpey and Taylor Woodrow now announce that the documentation in relation to the Merger is being posted today. George Wimpey Shareholders will receive, amongst other documents, the Scheme Document published by George Wimpey in connection with the Scheme, together with the prospectus published by Taylor Woodrow in connection with the Taylor Wimpey Shares being issued pursuant to the Merger (the 'Prospectus'). Taylor Woodrow Shareholders will receive, amongst other documents, the Taylor Woodrow Circular relating to the Merger and a copy of the Prospectus. As set out in the documentation, a Taylor Woodrow Extraordinary General Meeting will be held to allow the Taylor Woodrow Shareholders to vote on the resolutions required to approve and implement the Merger and certain associated resolutions. Two George Wimpey shareholder meetings will also take place, namely, the Scheme Meeting which will be held to allow George Wimpey shareholders to approve the Scheme and the George Wimpey Extraordinary General Meeting which will be held to allow George Wimpey Shareholders to vote on the proposed resolutions in connection with the Scheme. Copies of the Prospectus, Circular and Scheme Document will be submitted to the UK Listing Authority and will shortly be available for inspection at the Document Viewing Facility which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. Copies of the Taylor Woodrow Shareholder Circular, the Scheme Document and the Prospectus will shortly be available for inspection by Taylor Woodrow Shareholders at the offices of Taylor Woodrow plc, Princes Way, Solihull, West Midlands B91 3ES during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). In addition, the Taylor Woodrow Shareholder Circular is laid out in full below. Copies of the Scheme Document and Taylor Woodrow Prospectus will shortly be available for inspection by George Wimpey Shareholders at the offices of George Wimpey plc, Manning House, 22 Carlisle Place, London SW1P 1JA during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Unless stated otherwise, terms defined in the Prospectus shall have the same meaning in this announcement. Enquiries: Taylor Woodrow plc George Wimpey Plc Tel: +44 121 600 8520 Tel: +44 20 7963 6352 Ian Smith Peter Redfern Peter Johnson Andrew Carr-Locke UBS Investment Bank JPMorgan Cazenove (lead financial adviser and joint broker to Taylor (sole financial adviser and joint broker to George Woodrow) Wimpey) Tel: +44 20 7568 1000 Tel: +44 20 7588 2828 Tom Cooper Mark Breuer Bill Hutchings Andrew Truscott James Robertson Richard Cotton Morgan Stanley Hoare Govett (joint financial adviser and joint broker to Taylor (joint broker to George Wimpey) Woodrow) Tel: +44 20 7425 8000 Tel: +44 20 7678 8000 Gavin MacDonald Antonia Rowan Jean-Eudes Renier Luke Simpson Peter Moorhouse Finsbury The Maitland Company (PR adviser to Taylor Woodrow) (PR adviser to George Wimpey) Tel: +44 20 7251 3801 Tel: +44 20 7379 5151 James Murgatroyd Liz Morley UBS is acting as lead financial adviser and joint broker to Taylor Woodrow, and no one else in connection with the Merger and will not be responsible to anyone other than Taylor Woodrow for providing the protections afforded to the clients of UBS nor for providing advice in relation to the Merger or any other matter referred to herein. JPMorgan Cazenove is acting as sole financial adviser and joint broker to George Wimpey in connection with the Merger and will not be responsible to anyone other than George Wimpey for providing the protections afforded to the clients of JPMorgan Cazenove nor for providing advice in relation to the Merger or any other matter referred to herein. Hoare Govett is acting as joint broker to George Wimpey, and no one else in connection with the Merger and will not be responsible to anyone other than George Wimpey for providing the protections afforded to the clients of Hoare Govett nor for providing advice in relation to the Merger or any other matter referred to herein. Morgan Stanley is acting as joint financial adviser and joint broker to Taylor Woodrow, and no one else in connection with the Merger and will not be responsible to anyone other than Taylor Woodrow for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Merger or any other matter referred to herein. Overseas jurisdictions The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England. This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Taylor Woodrow and George Wimpey are advised to read carefully the formal documentation in relation to the Merger which is being posted today. In particular, this announcement is not an offer of securities for sale in the United States and the Taylor Wimpey Shares, which will be issued in connection with the Merger, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the Taylor Wimpey Shares has been, or will be, applied for in any jurisdiction other than the UK. The Taylor Wimpey Shares may not be offered, sold, or, delivered, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an exemption from registration. It is expected that the Taylor Wimpey Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be ' affiliates' within the meaning of the US Securities Act of George Wimpey or Taylor Woodrow prior to, or of Taylor Wimpey after, the Effective Date will be subject to certain timing, manner of sale and volume restrictions relating to the Taylor Wimpey Shares received in connection with the Scheme. ---------------- THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your Taylor Woodrow Shares you should send this document and the accompanying documents as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. However, the distribution of this document and any accompanying documents into certain jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document should be read in conjunction with the Prospectus relating to Taylor Woodrow which accompanies this document. This document does not constitute an offer of any securities for sale. Applications will be made to the UKLA for the Taylor Wimpey Shares proposed to be issued in connection with the Scheme to be admitted to the Official List and to the London Stock Exchange for the New Taylor Woodrow Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective, and that dealings in the Taylor Wimpey Shares will commence, on the Effective Date which, subject to the satisfaction of certain conditions, including the sanction of the Scheme by the Court, is expected to occur on 3 July 2007. Taylor Woodrow plc (proposed to be renamed Taylor Wimpey plc) (Incorporated under the Companies Act 1929 and registered in England and Wales with Registered No. 00296805) Proposed merger with George Wimpey plc by means of a scheme of arrangement under section 425 of the Companies Act 1985 Circular to shareholders and Notice of Extraordinary General Meeting of the Company Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 5 to 15 of this document and which contains the unanimous recommendation of the Taylor Woodrow Directors that you vote in favour of the Resolutions to be proposed at the Taylor Woodrow Extraordinary General Meeting referred to below. Please read the whole of this document and the Prospectus and, in particular, the risk factors set out in the section headed 'Risk factors' on pages 11 to 21 of the Prospectus. You should not rely solely on the information summarised in this document. Notice of an extraordinary general meeting of the Company to be held at Danesfield House Hotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY on 29 May 2007 at 8.00 a.m. is set out at the end of this document. A Form of Proxy for the Taylor Woodrow Extraordinary General Meeting (the 'Form of Proxy') is enclosed. To be valid, Forms of Proxy should be completed, signed and returned in accordance with the instructions printed on them so as to be received by the Company's registrars, Capita Registrars, at the return address on the enclosed envelope, as soon as possible and in any event no later than 8.00 a.m. on 27 May 2007. If you hold Taylor Woodrow Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's registrars, Capita Registrars (CREST participant RA10), so that it is received by no later than 8.00 a.m. on 27 May 2007. Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the Taylor Woodrow Extraordinary General Meeting, should you so wish. The Taylor Wimpey Shares will not be, and are not required to be, registered with the SEC under the US Securities Act in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act. Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the Taylor Wimpey Shares or passed an opinion on the adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Persons (whether or not US persons) who are affiliates (within the meaning of the US Securities Act) of Taylor Woodrow or George Wimpey prior to, or Taylor Wimpey after, the Effective Date will be subject to timing, manner of sale and volume restrictions on the sale of Taylor Wimpey Shares received in connection with the Scheme under Rule 145(d) of the US Securities Act. UBS Limited is acting for Taylor Woodrow and no-one else in connection with the Merger and the Admission and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Merger or the Admission and will not be responsible to anyone other than Taylor Woodrow for providing the protections afforded to the clients of UBS nor for giving advice in relation to the Merger, the Admission or any other matter referred to in this document. Morgan Stanley is acting for Taylor Woodrow and no-one else in connection with the Merger and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Merger and will not be responsible for providing the protections afforded to the clients of Morgan Stanley nor for giving advice in relation to the Merger or any matter referred to in this document. Dated 4 May 2007. Contents Page Expected Timetable of Principal Events............................... 3 Relevant Documentation............................................... 3 Directors, Company Secretary, Registered Office and Advisers............................................................. 4 Part I Letter From the Chairman of Taylor Woodrow PLC............. 5 Part II Additional Information..................................... 16 Definitions.......................................................... 18 Taylor Woodrow PLC-Notice of Extraordinary General Meeting........... 23 Expected Timetable of Principal Events Latest time for lodging forms of proxy for Taylor Woodrow Extraordinary General Meeting................................... 8.00 a.m. 27 May 2007 Taylor Woodrow Extraordinary General Meeting...... 8.00 a.m. on 29 May 2007 Scheme Meeting.................................... 10.30 a.m. on 4 June 2007 George Wimpey Extraordinary General Meeting........ 10.45 a.m. on 4 June 2007(1) First Court hearing to sanction the Scheme......... 26 June 2007 Second Court hearing to confirm the Capital Reduction.......................................... 2 July 2007 Scheme Record Time................................. 6.00 p.m. on 2 July 2007 Effective Date of the Scheme....................... 3 July 2007(2) De-listing of George Wimpey Shares................. 3 July 2007(2) Issue of Taylor Wimpey Shares...................... 3 July 2007(2) Commencement of dealings on the London Stock Exchange of Taylor Wimpey Shares 3 July 2007(2) Crediting of Taylor Wimpey Shares to CREST accounts........................................... 3 July 2007(2) Latest date for despatch of share certificates in respect of Taylor Wimpey Shares by 17 July 2007(2) (1) Or as soon thereafter as the Scheme Meeting shall have concluded. (2) These dates are indicative only and will depend, among other things, on the date upon which the Conditions are either satisfied or (if capable of waiver) waived and the dates upon which the Court sanctions the Scheme and confirms the Capital Reduction. All references in this document to times are to London time unless otherwise stated. Relevant Documentation The Prospectus dated 4 May 2007, which accompanies this document, sets out the basis on which Taylor Woodrow is entering into the Merger. It includes information concerning the reasons for the Merger, the risk factors and further details concerning Taylor Woodrow, the Taylor Woodrow Directors and the Taylor Wimpey Shares. The Prospectus has also been sent to George Wimpey Shareholders and is available for inspection in accordance with paragraph 6 of Part II of this document. Paragraph 2 of Part II of this document sets out the various sections of the Prospectus which are incorporated by reference into this document. Directors, Company Secretary, Registered Office and Advisers DIRECTORS Norman Askew Ian Smith Peter Johnson Mike Davies Andrew Dougal Katherine Innes Ker Vernon Sankey COMPANY SECRETARY REGISTERED OFFICE Richard Morbey 2 Princes Way Solihull West Midlands B91 3ES LEAD FINANCIAL ADVISER, SPONSOR AND JOINT BROKER LEGAL ADVISER TO THE COMPANY AS TO ENGLISH LAW UBS Limited Slaughter and May 1 Finsbury Avenue One Bunhill Row London EC2M 2PP London EC1Y 8YY JOINT FINANCIAL ADVISER AUDITORS TO THE COMPANY AND AND JOINT BROKER REPORTING ACCOUNTANTS Morgan Stanley Deloitte & Touche LLP 25 Cabot Square Hill House Canary Wharf 1 Little New Street London E14 4QA London EC4A 3TR REGISTRARS AUDITORS TO GEORGE WIMPEY AND REPORTING ACCOUNTANTS Capita Registrars PricewaterhouseCoopers LLP Northern House 1 Embankment Place Woodsome Park London WC2N 6RH Fenay Bridge Huddersfield HD8 0LA Part I - Letter from the Chairman of Taylor Woodrow TAYLOR WOODROW PLC (Incorporated and registered in England and Wales under the Companies Act 1929 with registered number 00296805) Directors: Registered and Head Office: Norman Askew (Chairman) 2 Princes Way Ian Smith (Chief Executive) Solihull Peter Johnson (Finance Director) West Midlands Mike Davies (Senior Independent Non-Executive Director) B91 3ES Andrew Dougal (Non-Executive Director) Katherine Innes Ker (Non-Executive Director) Vernon Sankey (Non-Executive Director) 4 May 2007 Dear Shareholder, Proposed merger with George Wimpey plc 1. Introduction On 26 March 2007, the Boards of Taylor Woodrow and George Wimpey announced that they had reached agreement on the terms of a recommended all-share merger to create the UK's largest house building group, to be called 'Taylor Wimpey'. The Merger is to be effected by way of a scheme of arrangement under section 425 of the Companies Act and, subject to the satisfaction, or, where appropriate, waiver, of the Conditions, it is expected that the Merger will become Effective on 3 July 2007. Owing to its size, the Merger requires the approval of Taylor Woodrow Shareholders and, accordingly, the Taylor Woodrow Extraordinary General Meeting has been convened for 8.00 a.m. on 29 May 2007 at Danesfield House Hotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY. Resolutions are also being proposed to ensure that there is sufficient authorised but unissued share capital following the Merger in respect of which the Taylor Woodrow Directors have authority to allot, to replenish the Company's authority to make market purchases of Taylor Woodrow Shares, to change the name of Taylor Woodrow to 'Taylor Wimpey plc' and to increase the annual amount the Company may pay as non-executive directors' fees. An explanation of the Resolutions to be proposed at the meeting is set out in paragraph 12 below. The Taylor Woodrow Board considers that the Resolutions are in the best interests of the Company and unanimously recommends that Taylor Woodrow Shareholders vote in favour of the Resolutions. I am writing to you to give you further details of the Merger, including the reasons for it, to explain why the Taylor Woodrow Board considers it to be in the best interests of Taylor Woodrow and to seek your approval of the Resolutions. Accompanying this document is the Prospectus which contains further details of the Merger. 2. Summary of the terms of the Merger Pursuant to the Merger, implementation of which is subject to the Conditions and the full terms and conditions of which are set out in the Scheme Document, Scheme Shareholders will be entitled to receive: for each George Wimpey Share 1.3914 Taylor Wimpey Shares This ratio is calculated by taking into account the share capital of George Wimpey on a fully diluted basis. Based on the Closing Price of Taylor Woodrow Shares on 2 May 2007, the latest practicable date prior to the publication of this document, the Merger values George Wimpey at approximately Â£2,749 million. Immediately following the Effective Date, assuming that 564,974,438 Taylor Wimpey Shares to be issued pursuant to the Scheme had been issued and that no Taylor Woodrow Shares are issued in the period from the publication of this document to the Effective Date, it is expected that Taylor Woodrow Shareholders will own approximately 51 per cent. and George Wimpey Shareholders will own approximately 49 per cent. of the enlarged issued share capital of Taylor Wimpey. Fractions of Taylor Wimpey Shares will not be allotted or issued pursuant to the Scheme. Fractional entitlements to Taylor Wimpey Shares will be aggregated and sold in the market and the net proceeds of sale will be distributed pro rata to persons entitled thereto. Those Taylor Woodrow Shareholders who are on the register of Taylor Woodrow Shareholders as at close of business on 25 May 2007 will be entitled to receive and retain the Taylor Woodrow final dividend of 9.75 pence per Taylor Woodrow Share in respect of the year ended 31 December 2006, payable on 2 July 2007. The Taylor Wimpey Shares will be issued credited as fully paid and will rank pari passu in all respects with the Taylor Woodrow Shares in issue at the time the Taylor Wimpey Shares are delivered pursuant to the Merger, including the right to receive and retain dividends and other distributions (if any) paid by reference to a record date after the Effective Date. Applications will be made to the UK Listing Authority for the Taylor Wimpey Shares to be admitted to the Official List and to the London Stock Exchange for the Taylor Wimpey Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. 3. Information on the Taylor Woodrow Group and the George Wimpey Group 3.1 Taylor Woodrow Group Taylor Woodrow has been building homes since 1921 and has operations in the UK, North America, Spain and Gibraltar, and is engaged in residential and mixed use property development and construction activities. Taylor Woodrow's product range spans from affordable to executive homes and includes lifestyle communities and luxury second homes. For the year ended 31 December 2006, the Taylor Woodrow Group reported turnover of Â£3,572.1 million (excluding joint ventures), operating profit of Â£469.8 million, pre-tax profit of Â£405.6 million and net income of Â£290.6 million. Taylor Woodrow reported net assets of Â£2,105.5 million as at 31 December 2006. For the year ended 31 December 2006, the Taylor Woodrow Group effected 13,165 home completions (out of which 8,294 were in the UK and 4,492 were in North America), with an average selling price of Â£207,000. As at 31 December 2006, the Taylor Woodrow Group had a total landbank of 68,662 plots, out of which 34,827 were in the UK, 31,353 were in North America and 2,482 were in Spain and Gibraltar. This equates to 4.2 years of supply in the UK and 4.4 years of supply in North America at 2006 volumes. Investors should read the whole of this document and the sections of the Prospectus listed in paragraph 2 of Part II of this document and not rely solely on summarised financial information in this section. 3.2 George Wimpey Group George Wimpey has been involved in construction-related activities for over 125 years and has been building homes since the 1920s. It is the parent of a group of dedicated house building companies with operations throughout the UK and in the US. George Wimpey's residential offerings range from apartments for first time buyers to compact townhouses to large detached family homes. For the year ended 31 December 2006, the George Wimpey Group reported turnover of Â£3,147.4 million (excluding joint ventures), operating profit before exceptional items of Â£422.8 million, pre-tax profit pre exceptional items of Â£370.9 million and net income pre exceptional items of Â£256.0 million. George Wimpey reported net assets of Â£1,707.1 million as at 31 December 2006. In 2006, the George Wimpey Group effected 17,963 completions (out of which 13,616 were in the UK and 4,347 were in the US), with an average selling price of Â£175,400 in the UK and an average selling price of $319,600 in the US. As at 31 December 2006, the George Wimpey Group had a landbank of 76,736 plots, out of which 57,999 were in the UK and 18,737 were in the US. This equates to 4.3 years worth of supply at 2006 volumes. Investors should read the whole of this document and the sections of the Prospectus listed in paragraph 2 of Part II of this document and not rely solely on summarised financial information in this section. 4. Reasons for the Merger The Board of Taylor Woodrow believes that the Merger has compelling strategic and financial logic for both companies and offers shareholders the opportunity to share in value upside going forward. The Merger creates a combined business with significantly enhanced prospects in both the UK and the US: â€¢ the Taylor Wimpey Group will be the leading UK house builder in terms of completions, will have a combined UK landbank of over 92,000 plots and is expected to deliver margins in its UK business in line with the UK sector average within the next three years; and â€¢ the Taylor Wimpey Group will be strengthened in the US through the combination of highly complementary operations across some of the most attractive US markets. The principal benefits of the Merger include: â€¢ Margin growth in the UK Both Taylor Woodrow and George Wimpey have significant potential on a standalone basis to improve their underlying UK housing margins from current levels and their respective strategies to deliver this improvement are very closely aligned. George Wimpey's existing progress in this area is a clear indication of the momentum and success of these initiatives and Taylor Woodrow's own standalone potential is equally strong as the Taylor Woodrow Group captures the benefits of a more complementary regional structure and build cost efficiencies. The Merger will both accelerate margin improvement and increase the overall margin for both businesses, through a combination of: â€¢ cost synergies-savings in the UK alone should result in a circa 1.5 percentage point improvement in UK margins; â€¢ build costs-Taylor Wimpey will look to utilise George Wimpey's skills in build cost management, which in 2006 achieved build costs of 51.4 per cent. of revenue in the UK; and â€¢ land costs-the Taylor Wimpey Group will benefit from the UK land development skills of Taylor Woodrow's operations, which in 2006 had land costs of 24.3 per cent. of UK revenue and had an average plot cost of approximately Â£38,000 at year end. The Taylor Woodrow Board is confident that the Merger will accelerate the potential of the Taylor Wimpey Group to deliver a UK housing margin in its UK business in line with the sector average within the next three years. â€¢ Economies of scale in the UK The Merger should help secure the future growth of the Taylor Wimpey Group by enhancing its ability to buy and develop significant parcels of land. Through leveraging its increased scale, the Taylor Wimpey Group should be able to achieve improved procurement terms and conditions whilst maximising supply chain efficiency. The Taylor Wimpey Group will have a substantial, high quality and more balanced combination of current and strategic landbank, and will be better placed to succeed in a challenging planning environment in the UK. â€¢ Future recovery and growth in the North American housing market The Taylor Wimpey Group will benefit from the highly complementary nature of the two businesses across some of the most attractive high growth states in North America, particularly Florida, California, Arizona and Texas. The product portfolio of the Taylor Wimpey Group will be enhanced by the broader offering to the market through the Taylor Woodrow brand, and the mid-market through George Wimpey's Morrison Homes brand. In addition, the Taylor Wimpey Group will be better positioned to benefit from any market recovery and will have the financial flexibility to take advantage of acquisition opportunities as the cycle turns. â€¢ Synergies The Taylor Wimpey Group will focus on driving out costs from the combined operations by delivering on its efficiency targets, rationalising corporate costs and improving the collective procurement process. This is expected to lead to pre-tax synergies significantly in excess of Â£70 million by the end of the first full financial year following the Effective Date, at a one-off cost of around Â£60 million, the majority of which will be incurred in the current financial year. These synergies are in addition to the previously announced cost savings of Â£25 million in George Wimpey's UK business, and combined savings in excess of US$20 million in the US in 2007. â€¢ Balance sheet The Taylor Wimpey Board intends to review the ongoing capital requirements of the Taylor Wimpey Group and will communicate the conclusions of this review before the end of 2007. This review will ensure that the requirements for growth are balanced by a suitable capital structure. Surplus capital, in excess of that required to deliver the business plan in a sustainable way, will be returned to shareholders. 5. Dividend policy Taylor Woodrow and George Wimpey have significantly increased the dividends paid to shareholders over recent years, reflecting their confidence in the long term growth potential of their respective businesses. As a reflection of the improved strength and prospects of the Taylor Wimpey Group, versus either company on a standalone basis, the Taylor Wimpey Board anticipates delivering enhanced dividend growth. 6. Financial effects of the Merger On a proforma basis and assuming the Merger had become Effective on 31 December 2006, the Taylor Wimpey Group would have had net assets of Â£4,854 million at that date (based on the net assets of Taylor Woodrow Group and George Wimpey Group as at 31 December 2006) as more fully described in Part VIII of the Prospectus which is incorporated by reference into this document. The Merger is expected to be earnings enhancing for both Taylor Woodrow Shareholders and George Wimpey Shareholders in the first full financial year following the Effective Date, including synergies, excluding one-off costs.(1) (1) Nothing in this document should be interpreted to mean that the future earnings per share of Taylor Wimpey will necessarily match or exceed the historical earnings per share of Taylor Woodrow or George Wimpey. 7. Management and employees of the Taylor Wimpey Group The Taylor Wimpey Group, upon completion of the Merger, will be operated and managed by a management team formed from a combination of Taylor Woodrow's and George Wimpey's existing management. The respective management teams plan to work together to fully integrate the staff and operations of the two groups and further develop their combined businesses. Both Taylor Woodrow and George Wimpey recognise the valuable contributions of their respective management and employees in delivering a successful business and share the view that both teams will be critical to the success of the Taylor Wimpey Group going forward. As from the Effective Date, the Taylor Wimpey Board will comprise the following members: Name Role Current company Norman Askew.................................. Chairman Taylor Woodrow Peter Redfern................................. Chief Executive George Wimpey Peter Johnson................................. Finance Director Taylor Woodrow Ian Sutcliffe................................. UK Managing Director (Housing) George Wimpey John Landrum.................................. North American President Taylor Woodrow David Williams................................ Senior Independent Non-Executive Director George Wimpey Mike Davies................................... Non-Executive Director Taylor Woodrow Brenda Dean................................... Non-Executive Director George Wimpey Andrew Dougal................................. Non-Executive Director Taylor Woodrow Katherine Innes Ker........................... Non-Executive Director Taylor Woodrow Anthony Reading............................... Non-Executive Director George Wimpey The Boards of Taylor Woodrow and George Wimpey have confirmed to each other that, following the Scheme becoming Effective, the existing employment rights, including pension rights, of all employees of both Taylor Woodrow and George Wimpey will be fully safeguarded. As described in paragraph 4 of this Part I, the Taylor Wimpey Group will focus on, amongst other things, rationalising corporate costs and improving the collective procurement process. This is expected to result in redundancies in both the UK and the US. Any such redundancies which result from the Merger are expected to occur across the breadth of the Taylor Wimpey Group. The corporate head office of the Taylor Wimpey Group will be located in London. A new UK housing head office will be established and the North American head office will be located in Bradenton, Florida. It is expected that there will be, in due course following the Merger, a consolidation of certain regional offices in the UK and the US. 8. Irrevocable undertakings The Taylor Woodrow Directors have unanimously agreed to recommend that Taylor Woodrow Shareholders vote in favour of the Resolutions to be proposed at the Taylor Woodrow Extraordinary General Meeting relating to the Merger as they have undertaken to do in respect of their own beneficial holdings of 238,048 Taylor Woodrow Shares representing, in aggregate, approximately 0.04 per cent. of the existing issued share capital of Taylor Woodrow. These undertakings will cease to be binding if: (i) the Scheme lapses or is withdrawn; or (ii) the Scheme has not become Effective by 6.00 p.m. on the Long Stop Date. The George Wimpey Directors have unanimously agreed to recommend that George Wimpey Shareholders vote in favour of the resolutions relating to the Merger to be proposed at the Scheme Meeting and the George Wimpey Extraordinary General Meeting as they have undertaken to do in respect of their own beneficial holdings of 300,108 George Wimpey Shares representing, in aggregate, approximately 0.07 per cent. of the existing issued share capital of George Wimpey. These undertakings will cease to be binding if: (i) the Scheme lapses or is withdrawn; or (ii) the Scheme has not become Effective by 6.00 p.m. on the Long Stop Date. 9. Merger Agreement Taylor Woodrow and George Wimpey have entered into a Merger Agreement in relation to the Merger which contains provisions regarding the implementation of the Merger and certain assurances and confirmations between the parties (including terms regarding the conduct of the businesses pending completion of the Merger). The Merger Agreement also includes the following provisions: Non-solicitation arrangements Taylor Woodrow and George Wimpey have undertaken, amongst other things, not to, and to procure that members of their respective groups and their respective directors, management and professional advisers shall not, solicit, induce or initiate an Independent Competing Transaction. Taylor Woodrow and George Wimpey have also undertaken to notify the other immediately of any approach that is made to it or any other member of its group or its directors, employees, advisers or agents in relation to an Independent Competing Transaction and the material terms of such transaction and to keep the other party informed as to the progress of such approach. Mutual break fee arrangements Taylor Woodrow has agreed to pay George Wimpey a break fee of Â£24,469,000 or, in the case of the circumstance referred to in paragraph (D) below, Â£12,234,500 (in each case inclusive of irrecoverable VAT) on the first to occur of the following: (A) an Independent Competing Transaction for Taylor Woodrow is announced (whether or not on a pre-conditional basis) and the directors of Taylor Woodrow announce their intention to or recommend that Taylor Woodrow Shareholders accept such transaction; (B) an Independent Competing Transaction for Taylor Woodrow is announced (whether or not on a pre-conditional basis) and such transaction becomes or is declared wholly unconditional or is otherwise completed; (C) the recommendation by the directors of Taylor Woodrow to the Taylor Woodrow Shareholders to vote in favour of the resolutions proposed at the Taylor Woodrow Extraordinary General Meeting, at or prior to such meeting is withdrawn, qualified or adversely amended; (D) the Taylor Woodrow Shareholders fail to pass the resolutions necessary to implement the Merger and proposed at the Taylor Woodrow Extraordinary General Meeting; or (E) George Wimpey terminates the Merger Agreement in accordance with its terms following a breach by Taylor Woodrow of a term of the Merger Agreement which has a material adverse effect on the Merger or its implementation. George Wimpey has agreed to pay Taylor Woodrow a break fee of Â£24,469,000 or, in the case of the circumstances referred to in paragraph (D) below, Â£12,234,500 (in each case inclusive of irrecoverable VAT) on the first to occur of the following: (A) an Independent Competing Transaction for George Wimpey is announced (whether or not on a pre-conditional basis) and the directors of George Wimpey announce their intention to or recommend that George Wimpey Shareholders accept such transaction; (B) an Independent Competing Transaction for George Wimpey is announced (whether or not on a pre-conditional basis) and such transaction becomes or is declared wholly unconditional or is otherwise completed; (C) the recommendation by the directors of George Wimpey to the George Wimpey Shareholders to vote in favour of the resolutions to implement the Scheme at the Scheme Meeting or the George Wimpey Extraordinary General Meeting is withdrawn, qualified or adversely amended; (D) the Scheme Shareholders fail to approve the Scheme at the Scheme Meeting or George Wimpey Shareholders fail to approve the resolutions proposed at the George Wimpey Extraordinary General Meeting; or (E) Taylor Woodrow terminates the Merger Agreement in accordance with its terms following a breach by George Wimpey of a term of the Merger Agreement which has a material adverse effect on the Merger or its implementation. Further details on the Merger Agreement are provided in sub-paragraphs 10.5 of Part I and 8.1 of Part XI of the Prospectus. 10. Settlement, listing and dealing of New Taylor Woodrow Shares Applications will be made to the UK Listing Authority and to the London Stock Exchange for the Taylor Wimpey Shares to be issued in connection with the Merger to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. The Taylor Wimpey Shares are expected to be issued on the Effective Date. It is expected that Admission will become effective, and that dealings for normal settlement in the Taylor Wimpey Shares will commence, on the date on which the Scheme becomes Effective. 11. Implementation of the Merger It is intended that the Merger will be effected by means of a scheme of arrangement under section 425 of the Companies Act (although Taylor Woodrow and George Wimpey reserve the right to implement the Merger by way of Taylor Woodrow making an Offer for the entire issued and to be issued share capital of George Wimpey instead). The Scheme will involve an application by George Wimpey to the Court to sanction the Scheme. Upon the Scheme becoming Effective, George Wimpey will become a wholly-owned subsidiary of Taylor Woodrow and it is intended that George Wimpey be re-registered as a private limited company on the Effective Date. The Scheme will be subject to the Conditions and the full terms and conditions which are set out in the Scheme Document. The Conditions are summarised in paragraph 9 of Part I of the Prospectus. To become Effective, the Scheme requires the approval of Scheme Shareholders by the passing of the resolution proposed at the Scheme Meeting. The resolution must be approved by a majority in number present and voting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares which are voted at the Scheme Meeting (or any adjournment thereof). The Scheme also requires the passing of the resolutions necessary to implement the Scheme at the George Wimpey Extraordinary General Meeting, requiring the approval of George Wimpey Shareholders representing at least 75 per cent. of the votes cast at the George Wimpey Extraordinary General Meeting, which will be held immediately after the Scheme Meeting. Following the Scheme Meeting and the George Wimpey Extraordinary General Meeting, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and will only become Effective on delivery to the Registrar of Companies of: (i) a copy of the First Court Order; and (ii) a copy of the Second Court Order, and in the case of the Second Court Order, it being registered by the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all George Wimpey Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or the George Wimpey Extraordinary General Meeting. The formal documentation setting out details of the Merger, including the Scheme Document setting out the procedures to be followed to approve the Scheme and the Prospectus relating to Taylor Woodrow and the Taylor Wimpey Shares, is being posted to George Wimpey Shareholders today. As stated above, Taylor Woodrow and George Wimpey reserve the right to implement the Merger by way of an Offer. In such event, the Merger will be implemented on the same terms (subject to appropriate amendments including (without limitation) an acceptance condition set at 90 per cent. of the shares to which the Merger relates or such other percentage as may be required by the Panel and subject to availability of an exemption from the registration requirements of the US Securities Act and such amendments that Taylor Woodrow deems necessary or appropriate in respect of US securities laws), so far as applicable, as those which would apply to the implementation of the Merger by means of the Scheme. 12. Taylor Woodrow Extraordinary General Meeting and Resolutions The notice convening the Taylor Woodrow Extraordinary General Meeting, at which the Resolutions will be proposed, is set out at the end of this document. The full text of the Resolutions is set out in the notice. The implementation of the Merger is conditional upon the passing of the first resolution set out in the notice. Resolution 1 Resolution 1 will be proposed as an ordinary resolution requiring a simple majority of votes in favour. The Merger will not proceed if Resolution 1 is not passed. Resolution 1 proposes that: â€¢ the Merger be approved and the Taylor Woodrow Directors be authorised to implement the Merger; â€¢ the authorised share capital of the Company be increased from 820,000,000 to 1,384,974,438 Taylor Woodrow Shares by the creation of 564,974,438 Taylor Woodrow Shares. This number of Taylor Woodrow Shares represents an increase of approximately 69 per cent. of the authorised share capital of the Company as at 2 May 2007, the latest practicable date prior to publication of this document. The purpose of this authority is to enable the Company to allot up to 564,974,438 new Taylor Woodrow Shares in connection with the Merger; and â€¢ the Taylor Woodrow Directors be authorised to allot Taylor Woodrow Shares in connection with the Merger up to an aggregate nominal amount of Â£141,243,609.50 (representing, in aggregate, 564,974,438 new Taylor Woodrow Shares). This authority will expire on 1 December 2007 and is in addition to any subsisting authorities to allot shares in the Company. These new Taylor Woodrow Shares represent approximately 97 per cent. of the issued share capital of the Company (excluding shares held in treasury) as at 2 May 2007, the latest practicable date before the publication of this document. Resolution 2 Resolution 2 will be proposed as an ordinary resolution requiring a simple majority of votes in favour. The Merger is not conditional on the passing of this resolution. Resolution 2 proposes that: â€¢ conditional upon the Merger becoming Effective, the authorised share capital of the Company be increased by the creation of a further 615,025,562 Taylor Woodrow Shares. The purpose of this authority is to create sufficient headroom of unissued share capital for the Company's purposes generally following the Merger. If this resolution 2 is passed, the total increase in authorised share capital sought by resolutions 1 and 2 taken together will represent an increase of approximately 59 per cent. of the enlarged authorised share capital of the Company following the Merger; and â€¢ conditional upon the Merger becoming Effective, the Taylor Woodrow Directors be authorised to allot Taylor Woodrow Shares in addition to the amount described under resolution 1 above, up to an aggregate nominal amount of Â£46,127,715 (representing, in aggregate, 184,510,860 Taylor Woodrow Shares). This authority will expire at the conclusion of the Company's annual general meeting in 2008 and is in addition to any subsisting authorities to allot shares in the Company. At the Company's annual general meeting on 2 May 2007, an ordinary resolution was passed granting the Taylor Woodrow Directors the authority to allot relevant securities up to an aggregate nominal amount of Â£48,493,087 (representing, in aggregate, 193,972,348 Taylor Woodrow Shares), such authority to expire at the conclusion of the Company's annual general meeting in 2008. Accordingly, if resolution 2 is passed: â€¢ the Company will have 840,848,141 authorised but unissued Taylor Woodrow Shares following the Merger (excluding for these purposes 12,233,047 Shares held in treasury); and â€¢ the Taylor Woodrow Directors will have the authority to allot Taylor Woodrow Shares up to an aggregate nominal amount of Â£94,620,802 (representing, in aggregate, 378,483,208 Taylor Woodrow Shares) which would represent approximately 33 per cent. of the enlarged issued share capital of Taylor Woodrow (excluding treasury shares) immediately following the Effective Date, assuming, in each case, that the maximum number of 564,974,438 new Taylor Woodrow Shares are issued pursuant to the Merger and that no Taylor Woodrow Shares are issued in the period from publication of this document to the Effective Date. The Taylor Woodrow Directors have no present intention to exercise the authority sought under resolution 2. Resolution 3 Resolution 3 will be proposed as an ordinary resolution requiring a simple majority of votes in favour. The Merger is not conditional on the passing of this resolution. Resolution 3 proposes, subject to the Merger becoming Effective, to increase the total amount which may be paid in respect of non-executive directors' fees under article 99 of the Company's articles of association to Â£1,000,000 per annum. This increase is felt necessary given the proposed additions to the Taylor Woodrow Board and to ensure that the Company continues to be able to pay fees to its non-executive directors which reflect market rates. Resolution 4 Resolution 4 will be proposed as a special resolution requiring a 75 per cent. majority of the votes in favour. The Merger is not conditional on the passing of this resolution. Resolution 4 proposes, subject to the Merger becoming Effective, to add to the Company's authority to purchase some of its ordinary shares in the market which authority was renewed at the Company's annual general meeting on 2 May 2007. Any purchases made under this authority would be made in one or more tranches and would be limited in aggregate to such number of Taylor Woodrow Shares so that when taken together with the authority granted at the Company's annual general meeting on 2 May 2007, the Company's authority to purchase its shares would be limited in aggregate to approximately ten per cent. of the enlarged issued share capital of the Company (excluding treasury shares) immediately following the Effective Date (assuming that the maximum number of 564,974,438 new Taylor Woodrow Shares are issued pursuant to the Merger and that no Taylor Woodrow Shares are issued in the period from the publication of this document to the Effective Date). The maximum price to be paid on any exercise of the authority would not exceed 105 per cent. of the average of the middle market quotations for Taylor Woodrow Shares for the five Business Days immediately preceding the date of the purchase. As at 2 May 2007, the latest practicable date before the publication of this document, the total number of options to subscribe for Taylor Woodrow Shares which may give rise to the issue of new Taylor Woodrow Shares was 6,791,943. This figure represents: â€¢ approximately 0.6 per cent. of the Company's enlarged issued share capital (excluding treasury shares) immediately following the Effective Date; and â€¢ if both the authority to buy back shares granted at the annual general meeting on 2 May 2007 and the authority to buy back shares sought under resolution 4 were used in full, approximately 0.7 per cent. of the Company's enlarged issued share capital (excluding treasury shares) immediately following the Effective Date, in each case assuming that the maximum number of 564,974,438 new Taylor Woodrow Shares are issued pursuant to the Merger and that no Taylor Woodrow Shares are issued in the period from publication of this document to the Effective Date. Whilst the Taylor Woodrow Director have no present plans as such to exercise the power which this authority would confer, this authority may be used in conjunction with any return of capital to the Company's shareholders decided upon in the future. The Taylor Woodrow Directors would only exercise such power to purchase shares when satisfied that any purchase would have a beneficial effect on earnings per share and/or on net assets per share and generally that it would be in shareholders' interests to exercise this power. This authority will expire at the conclusion of the annual general meeting of the Company in 2008. If the Company were to purchase any of its own shares pursuant to the authorisation conferred by this resolution, it would consider holding them as treasury shares, provided that the number of shares held in treasury shall not at any one time exceed ten per cent. of the Company's issued share capital held by shareholders other than the Company. Resolution 5 Resolution 5 will be proposed as a special resolution requiring a 75 per cent. majority of votes in favour. The Merger is not conditional on the passing of this resolution. Resolution 5 approves, subject to the Merger becoming Effective, a change of the Company's corporate name to 'Taylor Wimpey plc'. 13. Number of issued shares and voting rights As at 2 May 2007, the latest practicable date prior to the publication of this document, the Company's issued share capital consisted of 594,177,421 Taylor Woodrow Shares of which 12,233,047 shares were held in treasury. The total number of voting rights in the Company as at 2 May 2007 was the net of these two figures, that is 581,944,374. 14. Action to be taken You will find enclosed with this document a Form of Proxy for use at the Taylor Woodrow Extraordinary General Meeting or at any adjournment thereof. You are requested to complete and sign the Form of Proxy whether or not you propose to attend the Taylor Woodrow Extraordinary General Meeting in person in accordance with the instructions printed on it and return it as soon as possible, but in any event so as to be received no later than 8.00 a.m. on 27 May 2007, by the Company's registrars, Capita Registrars at Proxy Processing Centre, Telford Road, Bicester OX26 4LD or by hand (during normal business hours) to The Registry, 34 Beckenham Road, Beckingham, Kent BR3 4TU. Alternatively, you may give proxy instructions by logging on to www.taylorwoodrow.com, such proxy instruction to be received by Capita Registrars no later than 8.00 a.m. on 27 May 2007. CREST members may also choose to utilise the CREST electronic proxy appointment service in accordance with the procedures set out in the notice convening the Taylor Woodrow Extraordinary General Meeting at the end of this document. The lodging of the Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting at the meeting in person if you so wish. 15. Further information Your attention is drawn to the further information set out in Part II of this document. You should also read the sections of the Prospectus listed in paragraph 2 of Part II of this document and, in particular, the risk factors set out in the section headed 'Risk factors' on pages 11 to 21 of the Prospectus. 16. Recommendation The Taylor Woodrow Board, which has received financial advice from UBS and Morgan Stanley, considers that the Merger is fair and reasonable. In providing advice to the Taylor Woodrow Board, UBS and Morgan Stanley have relied on the Taylor Woodrow Board's commercial assessments of the Merger. The Taylor Woodrow Board believes that the Resolutions and the Merger are in the best interests of Taylor Woodrow and Taylor Woodrow Shareholders as a whole. Accordingly, the Taylor Woodrow Board unanimously recommends that Taylor Woodrow Shareholders vote in favour of the Resolutions to be put to the Extraordinary General Meeting of Taylor Woodrow as they intend to do in relation to their own individual holdings which amount in aggregate to 238,048 Taylor Woodrow Shares, representing approximately 0.04 per cent. of the existing issued share capital of Taylor Woodrow as at 2 May 2007, the latest practicable date prior to posting of this document. Yours faithfully, Norman Askew Chairman Part II - Additional Information 1. Responsibility The Taylor Woodrow Directors, whose names appear on page 5 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Taylor Woodrow Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. 2. Relevant Documentation The following disclosures in the Prospectus are incorporated by reference into this document: Information Sections of the Prospectus Page incorporated number by reference into this document Information on Taylor Woodrow Risk factors relating to Taylor Woodrow business Risk factors 11 - 21 Trend information relating to the Taylor Woodrow Group business Paragraph 4 of Part II 36 Service contracts of the Taylor Woodrow Directors and the proposed directors Paragraph 7 of Part X 178 Details of the Taylor Woodrow Directors' interests in Taylor Woodrow Shares Paragraph 6 of Part X 176 The major interests in Taylor Woodrow Shares Paragraph 4 of Part XI 201 Related party transactions Paragraph 7 of Part XI 215 Details of material contracts Paragraph 8 of Part XI 215 Details of material litigation Paragraph 11 of Part XI 220 The significant change statement of Taylor Woodrow Paragraph 14 of Part XI 222 Information on George Wimpey Risk factors relating to George Wimpey's business Risk factors 11 - 21 Trend information relating to George Wimpey's business Paragraph 9 of Part III 46 Financial information relating to George Wimpey Part VII 77 - 167 Related party transactions Paragraph 7 of Part XI 215 Details of material contracts Paragraph 8 of Part XI 215 Details of material litigation Paragraph 11 of Part XI 220 The significant change statement of George Wimpey Paragraph 14 of Part XI 222 Pro forma statement of the Taylor Wimpey Group Pro forma statement of the Taylor Wimpey Group Part VIII 168 - 169 Accountant's report on the pro forma statement of the Taylor Wimpey Group Part VIII 170 - 171 Information on the Taylor Wimpey Group Risk factors relating to the Taylor Wimpey Group's business Risk factors 11 - 21 Trend information relating to the Taylor Wimpey Group Paragraph 4 of Part II 36 Conditions Summary of the Conditions Paragraph 9 of Part I 27 Sources Sources and bases Paragraph 12 of Part XI 221 3. The Taylor Wimpey Shares The Taylor Wimpey Shares will be issued credited as fully paid and will rank pari passu in all respects with the Taylor Woodrow Shares in issue at the time the Taylor Wimpey Shares are delivered pursuant to the Merger, including the right to receive and retain dividends and other distributions (if any) paid by reference to a record date after the Effective Date. The Taylor Wimpey Shares will not be, and are not required to be, registered with the SEC under the US Securities Act, in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act. 4. Working capital Taylor Woodrow is of the opinion that, taking account of available facilities, the working capital available to the Taylor Wimpey Group is sufficient for its present requirements, that is, for at least the next 12 months from the date of the publication of this document. 5. Consents UBS, whose address is 1 Finsbury Avenue, London EC2M 2PP has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear. Morgan Stanley, whose address is 25 Cabot Square, Canary Wharf, London E14 4QA has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear. Deloitte & Touche LLP, whose address is Hill House, 1 Little New Street, London EC4A 3TR has given and has not withdrawn its written consent to the incorporation by reference in this document of its report set out in Part VIII of the Prospectus in the form and context in which it is included. 6. Documents available for inspection Copies of all the documents referred to in paragraph 17 of Part XI of the Prospectus and the written consents referred to in paragraph 5 above will be available for inspection at the following addresses during normal business hours on each Business Day from the date of this document up to and including the date of Admission: (A) the registered office of Taylor Woodrow; and (B) the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY. They will also be available for inspection at Danesfield House Hotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY from at least 15 minutes prior to the Taylor Woodrow Extraordinary General Meeting until the conclusion of that meeting. Dated 4 May 2007 Definitions The following definitions apply throughout this document unless the context otherwise requires: 'Admission' means the admission of the Taylor Wimpey Shares to the Official List, in accordance with the Listing Rules, and the admission of the Taylor Wimpey Shares to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards; 'Admission and Disclosure means the requirements contained in the publication 'Admission and Disclosure Standards' Standards' (as amended from time to time) containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities; 'Board(s)' means the Taylor Woodrow Board and/or the George Wimpey Board (as the case may be); 'Business Day' means a day (other than a Saturday or Sunday or public holiday) on which banks are open for business in London; 'Capital Reduction' means the proposed reduction of George Wimpey's share capital in connection with the Merger under section 135 of the Companies Act; 'City Code' means the City Code on Takeovers and Mergers; 'Closing Price' means the closing middle market price of a relevant share as derived from SEDOL on any particular day; 'Companies Act' means the Companies Act 1985 but shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted; 'Company' or 'Taylor Woodrow' means Taylor Woodrow plc; 'Conditions' means the conditions to the implementation of the Merger which are summarised in paragraph 9 of Part I of the Prospectus and which are set out in full in Part 3 of the Scheme Document; 'Court' means the High Court of Justice in England and Wales; 'CREST' means the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo is the operator (as defined in the CREST Regulations); 'CRESTCo' means CRESTCo Limited, the operator of CREST; 'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended; 'Effective' means: (i) if the Merger is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Merger is implemented by way of an Offer, such Offer having been declared or become unconditional in all respects in accordance with the requirements of the City Code; 'Effective Date' means the date on which the Merger becomes Effective which is expected to take place on 3 July 2007; 'First Court Order' means the order of the Court sanctioning the Scheme under section 425 of the Companies Act; 'George Wimpey' means George Wimpey plc; 'George Wimpey Board' means the board of directors of George Wimpey; 'George Wimpey Directors' means the directors of George Wimpey; 'George Wimpey Extraordinary means the extraordinary general meeting of George Wimpey Shareholders to be convened General Meeting' for the purposes of considering and, if thought fit, approving certain resolutions required to implement the Scheme (including any adjournment thereof); 'George Wimpey Group' means George Wimpey, and its subsidiaries and subsidiary undertakings; 'George Wimpey Shareholders' means the holders of George Wimpey Shares; 'George Wimpey Shares' means the ordinary shares of 25 pence each in the capital of George Wimpey; 'Independent Competing means: Transaction' (a) a proposed offer, merger, acquisition, scheme of arrangement, recapitalisation or other business combination involving the possible change of control of George Wimpey or Taylor Woodrow which, if accepted in full, would result in the offeror holding shares carrying over 50 per cent. of the voting rights of George Wimpey or Taylor Woodrow, as the case may be, and which is made by or with a party which is not acting in concert with George Wimpey or Taylor Woodrow; (b) an offer, proposal or approach from any party to acquire all or a substantial part of its share capital or a substantial part of value of its assets or of any material member of its group; or (c) an offer, proposal or approach from any party with a view to undertaking a transaction which would be an alternative to the Merger; 'Listing Rules' means the rules and regulations of the UKLA, as amended from time to time and contained in the UKLA's publication of the same name; 'London Stock Exchange' means London Stock Exchange plc; 'Long Stop Date' means the date falling 120 days after the date on which the Scheme Document is posted (or such later time or date as Taylor Woodrow and George Wimpey may agree, with the approval of the Court and/or the Panel if required); 'Merger' means the merger of George Wimpey and Taylor Woodrow to be implemented by way of scheme of arrangement pursuant to section 425 of the Companies Act or, if so agreed between Taylor Woodrow and George Wimpey, by an Offer, and where the context so permits references to an Offer shall mean whether made by way of scheme of arrangement or an Offer; 'Merger Agreement' means the agreement entered into by Taylor Woodrow and George Wimpey on 25 March 2007 which includes, amonst other things, the break fee and non-solicitation arrangements between the parties and whereby the parties agreed to take certain steps to implement the Merger and record their respective obligations relating to such matters; 'Morgan Stanley' means Morgan Stanley & Co. Limited; 'Offer' means a takeover offer as that term is defined in section 974 of the Companies Act 2006; 'Official List' means the official list of the UKLA; 'Panel' means the Panel on Takeovers and Mergers; 'pence' and 'Â£' means the lawful currency of the United Kingdom; 'Prospectus' means the prospectus prepared by Taylor Woodrow in connection with the Admission published on the date of this document; 'Prospectus Rules' means the rules for the purposes of Part VI of the Financial Services and Markets Act 2000 in relation to offers of securities to the public and the admission of securities to trading on a regulated market; 'Registrar of Companies' means the Registrar of Companies in England and Wales, within the meaning of the Companies Act; 'Resolutions' means the resolutions set out in the notice convening the Taylor Woodrow Extraordinary General Meeting set out at the end of this document; 'Scheme' means the proposed scheme of arrangement of George Wimpey under section 425 of the Companies Act to implement the Merger with or subject to any modification, addition or condition approved or imposed by the Court and/or agreed by Taylor Woodrow and George Wimpey; 'Scheme Document' means the document dispatched to George Wimpey Shareholders in relation to the Scheme comprising the particulars required by section 426 of the Companies Act; 'Scheme Meeting' means the meeting of the Scheme Shareholders to be convened by an order of the Court under section 425 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without amendment) and any adjournment thereof; 'Scheme Shareholder' means a holder of a Scheme Share; 'Scheme Shares' means: (a) the existing unconditionally issued George Wimpey Shares at the date of the Scheme Document; (b) any further George Wimpey Shares which are unconditionally issued after the date of the Scheme Document but before the Scheme Voting Record Time; and (c) any George Wimpey Shares issued at or after the Scheme Voting Record Time and before 6.00 p.m. on the day before the date on which the Second Court Order is made confirming the Capital Reduction in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme; in each case other than any George Wimpey Shares beneficially owned by Taylor Woodrow; 'Scheme Voting Record Time' means 6.00 p.m. on the day which is two days before the Scheme Meeting or, if the Scheme Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting; 'SEC' means the US Securities and Exchange Commission; 'Second Court Order' means the order of the Court confirming the Capital Reduction; 'SEDOL' means the London Stock Exchange Daily Official List; 'subsidiary' and 'subsidiary have the meanings ascribed to them under the Companies Act; undertaking' 'Taylor Wimpey' means Taylor Woodrow following its change of name on or around the Effective Date to Taylor Wimpey plc; 'Taylor Wimpey Board' means the board of directors of Taylor Wimpey; 'Taylor Wimpey Group' means, with effect from the Effective Date, the Taylor Woodrow Group (including the George Wimpey Group); 'Taylor Wimpey Shares' means the new Taylor Woodrow Shares proposed to be issued, credited as fully paid up to Scheme Shareholders pursuant to the Merger; 'Taylor Woodrow' or the means Taylor Woodrow plc; 'Company' 'Taylor Woodrow Board' means the board of directors of Taylor Woodrow; 'Taylor Woodrow Directors' means the directors of Taylor Woodrow; 'Taylor Woodrow Extraordinary means the extraordinary general meeting of Taylor Woodrow to be held at 8.00 a.m. on 29 General Meeting' May 2007 (and any adjournment thereof) for the purposes of considering and, if thought fit, approving the Resolutions; 'Taylor Woodrow Group' means Taylor Woodrow, its subsidiaries and subsidiary undertakings; 'Taylor Woodrow Shareholders' means the holders of Taylor Woodrow Shares; 'Taylor Woodrow Shares' means the ordinary shares of 25 pence each in the capital of Taylor Woodrow; 'UBS' means UBS Limited; 'UK' or 'United Kingdom' means the United Kingdom of Great Britain and Northern Ireland; 'UK Listing Authority' or means the United Kingdom Financial Services Authority in its capacity as the competent 'UKLA' authority for the purposes of Part VI of the Financial Services and Markets Act 2000; 'United States' or 'US' means the United States of America, its territories and possessions, any State in the United States of America and the District of Columbia; and 'US Securities Act' means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender. TAYLOR WOODROW PLC (Incorporated and registered in England and Wales under the Companies Act 1929 with registered number 00296805) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Taylor Woodrow plc (the 'Company') will be held at Danesfield House Hotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY at 8.00 a.m. on 29 May 2007 for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1, 2 and 3 will be proposed as ordinary resolutions and resolutions 4 and 5 will be proposed as a special resolution: ORDINARY RESOLUTIONS Resolution 1: THAT: (A) the proposed merger (the 'Merger') with George Wimpey plc ('George Wimpey'), whether implemented by way of scheme of arrangement pursuant to section 425 of the Companies Act 1985 (the 'Scheme') or takeover offer (the 'Offer') made by or on behalf of the Company for the entire issued share capital of George Wimpey, substantially on the terms and subject to the conditions set out in the circular to shareholders of the Company outlining the Merger and the prospectus prepared by the Company in connection with the Admission (as defined below) each dated 4 May 2007 (a copy of each of which is produced to the Meeting and signed for identification purposes by the chairman of the meeting) be and is hereby approved and the directors of the Company (the 'Directors') (or any duly constituted committee thereof) be authorised (1) to take all such steps as may be necessary or desirable in connection with, and to implement, the Merger; and (2) to agree such modifications, variations, revisions or amendments to the terms and conditions of the Merger (provided such modifications, variations, revisions or amendments are not material), and to any documents relating thereto, as they may in their absolute discretion think fit; and (B) subject further to the Scheme becoming effective (save for the delivery of the orders of the High Court of Justice in England and Wales sanctioning the Scheme and confirming the reduction of capital of George Wimpey to the Registrar of Companies in England and Wales (the 'Court Sanction'), the registration of such orders by the Registrar of Companies in England and Wales (the 'Registration'), and the admission of the ordinary shares of nominal value of 25 pence each to be issued in connection with the Merger to the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange plc ('Admission')), or, as the case may be, the Offer becoming or being declared wholly unconditional (save only for Admission), the authorised share capital of the Company be and is hereby increased from Â£205,000,000 to Â£346,243,609.50 by the creation of 564,974,438 new ordinary shares of nominal value of 25 pence each in the Company; and (C) subject further to the Scheme becoming effective (save for the Court Sanction, the Registration and Admission), or, as the case may be, the Offer becoming or being declared wholly unconditional (save only for Admission), pursuant to section 80 of the Companies Act 1985, and in addition to any previously existing authority conferred upon the Directors under that section, the Directors be and are hereby authorised unconditionally to allot relevant securities (as defined in the said section 80) in connection with the Merger up to an aggregate nominal amount of Â£141,243,609.50, which authority shall expire at the conclusion of the annual general meeting of the Company in 2008, save that the Company may allot relevant securities in connection with the Merger pursuant to any agreement entered into at any time prior to such expiry (whether before or after the passing of this resolution) which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such agreement as if the authority conferred hereby had not expired. Resolution 2: THAT: (A) subject to the Scheme becoming effective, or as the case may be, the Offer becoming or being declared wholly unconditional, the authorised share capital of the Company be and is hereby increased from Â£346,243,609.50 to Â£500,000,000 by the creation of 615,025,562 new ordinary shares of nominal value of 25 pence each in the Company; and (B) subject to the Scheme becoming effective, or as the case may be, the Offer becoming or being declared wholly unconditional, pursuant to section 80 of the Companies Act 1985, and in addition to the amount set out in paragraph (C) of resolution 1 and any previously existing authority conferred upon the Directors under that section, the Directors be and are hereby authorised unconditionally to allot relevant securities (as defined in the said section 80) up to an aggregate nominal amount of Â£46,127,715, which authority shall expire at the conclusion of the annual general meeting of the Company in 2008, save that the Company may allot relevant securities pursuant to any agreement entered into at any time prior to such expiry (whether before or after the passing of this resolution) which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such agreement as if the authority conferred hereby had not expired. Resolution 3: THAT, subject to the Scheme becoming effective, or as the case may be, the Offer becoming or being declared wholly unconditional, the total amount which may be paid in respect of directors' fees under article 99 of the Company's articles of association be increased to Â£1,000,000 per annum. SPECIAL RESOLUTIONS Resolution 4: THAT, subject to the Scheme becoming effective or, as the case may be, the Offer becoming or being declared wholly unconditional, the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) of ordinary shares of 25 pence each of the Company (such authority to be in addition to any existing authority to make such market purchases), provided that: (i) the maximum number of ordinary shares hereby authorised to be purchased shall be 55,276,873; (ii) the minimum price which may be paid for ordinary shares is 25 pence per ordinary share; (iii) the maximum price (exclusive of expenses) which may be paid for an ordinary share is an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange plc's Daily Official List) for the five business days immediately preceding the date on which such ordinary share is purchased; and (iv) the authority hereby conferred shall expire at the earlier of 28 November 2008 and the conclusion of the annual general meeting of the Company in 2008 unless such authority is renewed prior to such time save that the Company may make contracts to purchase ordinary shares under the authority hereby conferred which will or may be executed wholly or partly after the expiry of such authority, and may purchase ordinary shares in pursuance of any such contracts as if the authority conferred by this resolution had not expired. Resolution 5: THAT, subject to the Scheme becoming effective, or, as the case may be, the Offer becoming or being declared wholly unconditional, the Company be renamed 'Taylor Wimpey plc'. 4 May 2007 By order of the Directors Richard Morbey Company Secretary Registered No. 00296805 Registered office: 2 Princes Way Solihull West Midlands B91 3ES Notes: 1. A member of the Company entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and, on a poll or a show of hands, vote instead of him and a Form of Proxy is enclosed for the use of members unable to attend the meeting. On a show of hands, a proxy has not more than one vote even if he is also a member or is a proxy for more than one member. Members who have lodged Forms of Proxy are not thereby prevented from attending the meeting and voting in person if they so wish. A proxy need not be a member of the Company. 2. To be effective, the Form of Proxy (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) must be received by Capita Registrars at Proxy Processing Centre, Telford Road, Bicester OX26 4LD or, if delivered by hand (during normal business hours) to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 48 hours before the time appointed for the holding of the meeting or adjourned meeting. 3. Any proxy instructions given by logging on to www.taylorwoodrow.com must be received by Capita Registrars no later than 48 hours before the time appointed for the holding of the meeting or adjourned meeting. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members entered on the register of members of the Company at 6.00 p.m. (London time) on the day two days before the meeting or, in the event that this meeting is adjourned, in the register of members as at 6.00 p.m. (London time) on the day two days before the date of any adjourned meeting shall be entitled to attend and vote at the relevant meeting in respect of the number of ordinary shares registered in their names at such time. Changes to the entries on the register of members after this time, or in the event that this meeting is adjourned, in the register of members after 6.00 p.m. (London time) on the day two days before the date of the adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the meeting or any adjourned meeting. 5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the purpose of this meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST-sponsored members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with CRESTCo's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's registrars, Capita Registrars (CREST participant RA10) not later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. This information is provided by RNS The company news service from the London Stock Exchange

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