Offer for Bryant Group PLC

Taylor Woodrow PLC 15 January 2001 Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan Taylor Woodrow plc Share and cash offer for Bryant Group plc Summary - The board of Taylor Woodrow announces a share and cash offer to be made by ABN AMRO Corporate Finance on behalf of Taylor Woodrow for the entire issued and to be issued share capital of Bryant. - Under the terms of the Offer, Bryant Shareholders will receive 75p in cash and 0.7 New Taylor Woodrow Shares for each Bryant Share. A Mix and Match Election will also be available. - Based on the closing price of 171.5p per Taylor Woodrow Share on 12th January, 2001, the Offer values each Bryant Share at approximately 195.1p, and the entire existing issued share capital of Bryant at approximately £523 million, representing a premium of approximately 7.2 per cent. over the closing price of 182p per Bryant Share on 12th January, 2001 and a premium of approximately 19.3% over the closing price of 163.5p per Bryant Share on 10th January, 2001, the date before Taylor Woodrow announced that it had approached the board of Bryant. - The offer is conditional on the merger of Bryant and Beazer not proceeding. The board of Taylor Woodrow calls on the board of Bryant to adjourn the extraordinary general meeting of Bryant called for 15th January, 2001 to seek shareholder approval for its offer for Beazer announced on 14th December, 2000. - If the Offer completes, Taylor Woodrow will give consideration to a share buy back programme of £50 million during 2002 and £50 million during 2003. - The Offer will strengthen the resource base and market position of both companies' house building businesses to create a leading player in the UK housing market. - The acquisition of Bryant fits with Taylor Woodrow's stated strategy of expanding its presence in the UK housing market and, on the basis of public information available to it, the board of Taylor Woodrow considers that cost savings and margin improvements in the range of £10-£15 million per annum are achievable. - The combined group would create the UK's fifth largest housebuilder producing some 6,000 homes a year and turnover of approximately £845 million. - Due to its size, the Offer will be conditional on, inter alia, the approval of Taylor Woodrow Shareholders at an Extraordinary General Meeting. Commenting on the Offer, Dr. Robert Hawley, Taylor Woodrow's Chairman, said: 'This marriage will create a quality national housebuilder and would be a significant step in our strategy to become a leading player in the UK housing sector. The addition of Bryant will be an excellent strategic fit. 'Our terms offer Bryant shareholders substantially better value than the Domus deal. In addition they will receive both significant cash now and the opportunity for a continued interest in a strongly managed international housing business.' ABN AMRO Corporate Finance is acting as financial adviser to Taylor Woodrow and Hoare Govett is acting as corporate broker. The financing of the cash element of the Offer has been arranged by HSBC Bank plc. This summary should be read in conjunction with the full text of the following announcement. Press enquiries: Taylor Woodrow plc Tony McGarahan 020 7638 9571 on 15th January, 2001 at Citigate Dewe Rogerson or mobile 07796 276342 ABN AMRO Corporate Finance Christopher Hill 020 7678 8000 Citigate Dewe Rogerson Martin Jackson 020 7638 9571 The Offer will not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States of America, Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities from within the United States of America, Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the United States of America, Canada, Australia or Japan and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it into or from the United States of America, Canada, Australia or Japan. Doing so may render invalid any purported acceptance. 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. The New Taylor Woodrow Shares have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the New Taylor Woodrow Shares have not been, nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly the New Taylor Woodrow Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a Restricted Overseas Person. ABN AMRO Corporate Finance, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Taylor Woodrow and no- one else in connection with the Offer and will not be responsible to anyone other than Taylor Woodrow for providing the protections afforded to customers of ABN AMRO Corporate Finance nor for giving advice in relation to the Offer. This announcement does not constitute an offer or an invitation to purchase any securities. Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan Taylor Woodrow plc Share and cash offer for Bryant Group plc 1. INTRODUCTION The board of Taylor Woodrow announces a share and cash offer to be made by ABN AMRO Corporate Finance on behalf of Taylor Woodrow for the entire issued and to be issued share capital of Bryant. The offer is conditional on the merger of Bryant and Beazer not proceeding. The board of Taylor Woodrow calls on the board of Bryant to adjourn the extraordinary general meeting of Bryant called for 15th January, 2001 to seek shareholder approval for its offer for Beazer announced on 14th December, 2000. Due to its size, the Offer will be conditional on, inter alia, the approval of Taylor Woodrow Shareholders at an Extraordinary General Meeting. 2. THE OFFER The Offer, which will be subject, inter alia, to the conditions and further terms summarised below and set out in Appendix I and to be set out in full in the Offer Document and the accompanying Form of Acceptance, will be made on the following basis: For each Bryant Share 75p in cash and 0.7 New Taylor Woodrow Shares and so in proportion for any other number of Bryant Shares held. A Mix and Match Election will be made available under which Bryant Shareholders may elect, subject to availability, to vary the proportions in which they receive New Taylor Woodrow Shares and cash in respect of their holdings in Bryant. Based on the closing price of 171.5p per Taylor Woodrow Share on 12th January, 2001, the Offer values each Bryant Share at approximately 195.1p, and the entire existing issued share capital of Bryant at approximately £523 million, representing a premium of approximately 7.2 per cent. over the closing price of 182p per Bryant Share on 12th January, 2001 and a premium of approximately 19.3 per cent. over the closing price of 163.5p per Bryant Share on 10th January, 2001, the date before Taylor Woodrow announced that it had approached the board of Bryant. Further details of the financial effects of acceptance of the Offer are set out in Appendix II. Bryant Shares will be acquired by Taylor Woodrow fully paid and free from all liens, charges, equities, equitable interests, encumbrances and other third party rights and interests of any nature whatsoever, and together with all rights now and hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions declared, made or paid after the date of this announcement. The New Taylor Woodrow Shares to be issued in connection with the Offer will be issued credited as fully paid and will rank pari passu in all respects with existing Taylor Woodrow Shares, together with the right to receive and retain in full all dividends and other distributions declared, made or paid after the date of this announcement. Application will be made to the UK listing Authority for the New Taylor Woodrow Shares 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 market for listed securities. Fractions of New Taylor Woodrow Shares will not be allotted to Bryant Shareholders and their entitlements will be rounded down to the nearest whole number of New Taylor Woodrow Shares. 3. THE MIX AND MATCH ELECTION Bryant Shareholders may elect under the terms of the Offer, subject to availability, to vary the proportions in which they receive New Taylor Woodrow Shares and cash consideration in respect of their holdings of Bryant Shares. However, the total number of New Taylor Woodrow Shares to be issued under the Offer will not be varied as a result of the Mix and Match Elections. Accordingly, the satisfaction of the Mix and Match Elections will be dependent upon the extent to which other Bryant Shareholders make offsetting elections. To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, Bryant Shareholders who make Mix and Match Elections will not necessarily know the exact number of New Taylor Woodrow Shares or the amount of cash they will receive until settlement of the consideration under the Offer. The Mix and Match Election will not affect the entitlements of those Bryant Shareholders who do not make Mix and Match Elections. 4. BACKGROUND TO AND REASONS FOR THE OFFER At the announcement of its results for the year ended 31st December, 1999, Taylor Woodrow disclosed the outcome of its strategic review and the new direction of the Group. Housing and property are now the core activities and focus, with the construction division continuing in a more focussed form. The UK housing business was targeted as the Group's major area for expansion. In September, the Group announced its results for the six months ended 30th June, 2000 and heralded its successful completion of a number of its 2000 strategy objectives including the restructuring of the construction division and the disposal of its non-core businesses. The UK house-building division showed increased profits of 67 per cent. emphasising the clear focus and drive of the restructured business. The acquisition of Bryant fits with Taylor Woodrow's stated strategy of expanding its presence in the UK housing market and it adds: - significant landbank skills; - management of planning processes; - a powerful single brand; - developed site-based I.T. strategy; and - value added services. The combined group would create the fifth largest UK house-building entity by volume with around 6,000 unit completions a year and pro forma turnover of approximately £845m. Taylor Woodrow believes this would form a strong base from which to lead the UK house-building industry with a truly national spread of activities. The board considers that its property development and engineering skills and its city centre housing expertise will fit well with Bryant's skills and larger scale UK housing activities. The enlarged UK housing business, which complements a well positioned housing business in North America, would provide scale, critical mass, brand and market position. The strong landbank pipeline with good greenfield and brownfield mix, together with a balanced geographic spread and increased potential for mixed use schemes, would create a group with significant potential. COMPLEMENTARY PRODUCT RANGES The board of Taylor Woodrow considers that the complementary skills and resources infrastructure of the respective groups will provide considerable and deliverable strategic, commercial and financial benefits to the shareholders of the combined entity. SYNERGIES AND EARNINGS EFFECT On the basis of public information available to it, the board of Taylor Woodrow considers that cost savings and margin improvements in the range of £10-£15m per annum are achievable. The transaction is expected to be earnings enhancing (before accounting for goodwill and restructuring charges but after the inclusion of synergies) in the first full year of operation. INNOVATION OF BEST PRACTICES Taylor Woodrow and Bryant will be at the forefront of innovations in the house- building sector. Additionally, both companies are committed to adopting best practices in all areas of housebuilding including landbank management, marketing, sales, customer case and use of technology. The Offer will strengthen the resource base and market position of both companies' house building businesses to create a leading player in the UK housing market. 5. INFORMATION RELATING TO BRYANT Bryant is one of Great Britain's leading housebuilders. It designs and builds quality housing stock throughout Great Britain, focusing on the higher end of the market, with three-, four- and five-bedroom houses dominating. Bryant also undertakes a wide range of construction projects throughout Great Britain. Summary financial information extracted, without material adjustment, from Bryant's results for the years ended 31st May, 1998, 31st May, 1999 and 31st May, 2000 is set out in the table below: 1998 1999 2000 Turnover £586m £638m £705m Operating profit £63m £74m £96m Profit before tax £53m £67m £90m EPS (before 13.1p 16.0p 21.6p exceptional items) Net assets £285m £318m £363m Number of unit 3,895 3,904 3,961 completions 6. INFORMATION RELATING TO TAYLOR WOODROW Taylor Woodrow is an international leader in housing, property and value added construction support. The Group has international housing activities in the UK, US, Canada, Spain and Australia. Summary financial information extracted, without material adjustment, from Taylor Woodrow's results for the years ended 31st December, 1997, 31st December, 1998 and 31st December, 1999 is set out in the table below: 1997 1998 1999 Turnover £1,296m £1,401m £1,504m Operating profit £85m £110m £139m Profit before tax £92m £100m £125m EPS (before 14.2p 17.1p 21.3p exceptional items) Net assets £682m £753m £830m Number of UK unit 1,691 1,885 2,013 completions 7. FINANCING OF THE OFFER The cash element of the Offer will be fully financed through committed loan facilities made available to Taylor Woodrow. The committed facilities have been arranged by HSBC Bank plc. 8. MANAGEMENT AND EMPLOYEES Taylor Woodrow attaches great importance to the skills and experience of the existing management and employees of Bryant. Taylor Woodrow confirms that the existing contractual employment rights of employees of Bryant, including pension rights, will be fully safeguarded. 9. BRYANT SHARE SCHEMES The Offer will extend to any Bryant Shares issued or unconditionally allotted prior to the date on which the Offer closes (or such earlier date as Taylor Woodrow may, subject to the City Code, decide) as a result of the exercise of options granted under the Bryant Share Schemes. To the extent that such options are not exercised in full, it is intended that appropriate proposals will be made to the holders of options under the Bryant Share Schemes once the Offer becomes or is declared unconditional in all respects. 10. DISCLOSURE OF INTERESTS IN BRYANT Taylor Woodrow Pension and Life Assurance Fund beneficially owns 581,954 Bryant Shares. Save as aforesaid, neither Taylor Woodrow nor any of the directors of Taylor Woodrow, nor so far as Taylor Woodrow is aware, any person acting in concert with Taylor Woodrow, owns or controls any Bryant Shares or holds any option to acquire any Bryant Shares or holds derivatives referenced to Bryant Shares. 11. GENERAL The formal offer documentation will be posted to Bryant Shareholders as soon as practicable. A circular to Taylor Woodrow Shareholders explaining the proposed Offer and convening an Extraordinary General Meeting to approve the Offer will also be posted as soon as practicable. Appendix IV contains definitions of the terms used in this announcement. Press enquiries: Taylor Woodrow plc Tony McGarahan 020 7638 9571 on 15th January, 2001 at Citigate Dewe Rogerson or mobile 07796 276342 ABN AMRO Corporate Finance Christopher Hill 020 7678 8000 Citigate Dewe Rogerson Martin Jackson 020 7638 9571 The Offer will not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States of America, Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities from within the United States of America, Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the United States of America, Canada, Australia or Japan and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it into or from the United States of America, Canada, Australia or Japan. Doing so may render invalid any purported acceptance. 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. The New Taylor Woodrow Shares have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the New Taylor Woodrow Shares have not been, nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly the New Taylor Woodrow Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in such jurisdiction or to, or for the account or benefit of, a Restricted Overseas Person. ABN AMRO Corporate Finance, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Taylor Woodrow and no- one else in connection with the Offer and will not be responsible to anyone other than Taylor Woodrow for providing the protections afforded to customers of ABN AMRO Corporate Finance nor for giving advice in relation to the Offer. This announcement does not constitute an offer or an invitation to purchase any securities. Appendix I Conditions and certain further terms of the Offer 1. Conditions of the Offer The Offer is subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on the first closing date (or such later time(s) and/or date(s) as Taylor Woodrow may, subject to the City Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as Taylor Woodrow may decide) of the Bryant Shares to which the Offer relates, provided that this condition shall not be satisfied unless Taylor Woodrow and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire (pursuant to the Offer or otherwise), directly or indirectly, Bryant Shares carrying, in aggregate, more than 50 per cent. of the voting rights then exercisable at a general meeting of Bryant. For the purposes of this condition: (i) the expression 'Bryant Shares to which the Offer relates' shall be construed in accordance with sections 428 to 430F of the Companies Act 1985; and (ii) Bryant Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; (b) the passing at an Extraordinary General Meeting of Taylor Woodrow (or at any adjournment thereof) of all such resolutions as may be necessary to approve, implement and effect the Offer and the proposed acquisition by Taylor Woodrow of Bryant pursuant thereto; (c) the admission of the New Taylor Woodrow Shares to be issued pursuant to the Offer becoming effective in accordance with the Listing Rules or (if Taylor Woodrow so determines and subject to the consent of the Panel) the UK Listing Authority and the London Stock Exchange agreeing to admit such shares to the Official List and to trading on the main market of the London Stock Exchange respectively; (d) the proposals in connection with the proposed merger between Bryant and Beazer, full particulars of which are set out in the offer document issued by Bryant on 22 December 2000, not proceeding in whole or in part and the offer contained in such offer document lapsing; (e) there being no provision of any agreement, arrangement, franchise, licence, permit or other instrument to which any member of the wider Bryant Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which as a result of the Offer or the proposed acquisition of any shares in, or control, of Bryant or otherwise, would or might reasonably be expected to result (to an extent which is material in the context of the wider Bryant Group taken as a whole) in: (i) any monies borrowed by or any other indebtedness, actual or contingent, of any such member being or becoming repayable or capable of being declared repayable immediately or earlier than its stated maturity date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited; (ii) any such agreement, arrangement, franchise, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any onerous obligation arising or any adverse action being taken or arising thereunder; (iii) the interests or business of any such member in or with any other person, firm, company or body (or any arrangements relating to such interests or business) being terminated, modified or adversely affected; (iv) any assets or interests of any such member 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 otherwise than in the ordinary course of business; (v) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) becoming enforceable; (vi) the value of any member of the wider Bryant Group or its financial or trading position, profits and prospects being prejudiced or adversely affected; or (vii) any such member ceasing to be able to carry on business under any name under which it presently does so; (f) no government or governmental, quasi-governmental, supranational, statutory, regulatory environmental or investigative body, court, trade agency, professional association, institution or any other body or person whatsoever in any jurisdiction (each a 'Third Party' and all collectively 'Third Parties') having instituted, implemented or threatened, or having decided to institute, implement or threaten, any action, proceeding, suit, investigation, enquiry or reference or having made, proposed or enacted any statute, regulation, order or decision or taken any other steps which would or might: (i) make the Offer or its implementation or the acquisition or proposed acquisition by Taylor Woodrow of all or any Bryant Shares, or the acquisition or proposed acquisition of control of Bryant, by any member of the Taylor Woodrow Group, void, illegal or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay or interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise require material amendment to the terms of the Offer or any such acquisition; (ii) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the wider Taylor Woodrow Group or any member of the wider Bryant Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their respective businesses or to own any of their respective assets or property; (iii) impose any material limitation on the ability of any member of the wider Taylor Woodrow Group or of the wider Bryant Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in any member of the wider Bryant Group or to exercise management control over any such member; (iv) otherwise adversely affect in any respect any or all of the businesses, assets, profits or prospects of any member of the wider Taylor Woodrow Group or any member of the wider Bryant Group; (v) result in any member of the wider Bryant Group ceasing to be able to carry on business; (vi) save pursuant to the Offer require any member of the wider Taylor Woodrow Group or of the wider Bryant Group to offer to acquire any shares or other securities (or the equivalent) in any member of the wider Bryant Group owned by any third party, and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction having expired, lapsed or been terminated; (g) all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ('Authorisations') necessary or appropriate for or in respect of the Offer or the proposed acquisition of all or any Bryant Shares or other securities in, or control of, Bryant by any member of the wider Taylor Woodrow Group having been obtained in terms and in a form reasonably satisfactory to Taylor Woodrow from all appropriate Third Parties or persons with whom any member of the wider Bryant Group has entered into contractual arrangements and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the wider Bryant Group remaining in full force and effect; (h) all necessary filings or applications having been made in connection with the Offer, and all appropriate waiting periods (including extensions thereof) in respect of the Offer or its implementation under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or terminated (as appropriate), and all necessary statutory and regulatory obligations in any relevant jurisdiction having been complied with in connection with the Offer or the proposed acquisition of any shares in, or control of, Bryant; (i) the receipt of appropriate assurances from all relevant authorities and other persons that the interests held by the wider Bryant Group under licences, patents, trademarks, leases and other rights in the UK and overseas will not be adversely affected by the Offer or the proposed acquisition of Bryant by Taylor Woodrow, that such licences, patents, trademarks, leases and other rights are in full force and effect and that there is no intention to revoke any of the same; (j) except as publicly announced through the London Stock Exchange by Bryant prior to the date hereof, no member of the wider Bryant Group having, since 31 May 2000: (i) made any alterations to its Memorandum of Association or Articles of Association; (ii) (save as between Bryant and wholly-owned subsidiaries of Bryant, or for options granted or on the exercise of rights to subscribe for Bryant Shares pursuant to the exercise of options granted under the Bryant Share Option Schemes on or prior to the date hereof), issued, agreed to, 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 any part of its share capital; (iii) recommended, declared, paid or made or proposed to declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise other than to Bryant or wholly-owned subsidiaries of Bryant; (iv) merged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any rights, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition, disposal, transfer, mortgage, charge or the creation of any security interest over the same (other than in the ordinary course of business); (v) authorised or proposed or announced an intention to propose any change in its share or loan capital including the purchase of any of its own shares; (vi) issued, authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability which is material in the context of the wider Bryant Group; (vii) entered into any contract, reconstruction, amalgamation, commitment or other transaction or arrangement or waived or compromised any claim in each case otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive; (viii) entered into any contract or commitment (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involved or could involve an obligation of a nature or magnitude which is material in the context of the Bryant Group taken as a whole or which would or might be restrictive to the business of any other member of the wider Bryant Group or of the wider Taylor Woodrow Group; (ix) proposed any voluntary winding up; (x) terminated or varied the terms of any agreement or arrangement between any member of the wider Bryant Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the position or prospects of the Bryant Group; (xi) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Bryant Group which, taken as a whole, are material in the context of the Bryant Group taken as a whole; (xii) waived or compromised any material claim; or (xiii) entered into any contract, commitment or agreement or passed any resolution with respect to any of the transactions or events referred to in this paragraph (j); (k) save as disclosed in the Report and Accounts of Bryant for the year ended 31 May 2000, since 31 May 2000: (i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the wider Bryant Group; (ii) there having been no receiver or administrative receiver appointed over any of the assets of any member of the Bryant Group not being a dormant company within the meaning of Section 250(3) of the Companies Act or equivalent provision in any jurisdiction outside of the UK or any analogous proceedings or steps having taken place under the laws of any jurisdiction and there having been no petition presented for the administration of any member of the Bryant Group or any equivalent proceedings or steps taken under the laws of any other jurisdiction; (iii) no claim being made, and no circumstance having arisen which might lead to a claim being made, under the insurance of any member of the wider Bryant Group which would or might reasonably be expected to have an effect on the wider Bryant Group which is material in the context of the wider Bryant Group taken as a whole; (iv) no material litigation, arbitration proceedings, prosecution or other legal proceedings or investigation having been instituted or threatened by or against or remaining outstanding against any member of the wider Bryant Group or to which any member of the wider Bryant Group is a party (whether as plaintiff, defendant or otherwise); and (v) no contingent or other liability having arisen which might reasonably be expected materially or adversely to affect any member of the wider Bryant Group; (l) Taylor Woodrow not having discovered that: (i) any financial or business or other information publicly disclosed at any time by or on behalf of any member of the wider Bryant Group contains a misrepresentation of any material fact or omits to state a fact necessary to make the information contained therein not materially misleading; and (ii) any member of the wider Bryant Group which is not a subsidiary undertaking of Bryant and any partnership, company or other entity in which any member of the Bryant Group has a significant interest is subject to any liability (contingent or otherwise) which is not disclosed in the Report and Accounts of Bryant for the year ended 31 May 2000 and which is material in the context of the Bryant Group taken as a whole; (m) Taylor Woodrow not having discovered that: (i) there has been an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any property now or previously owned, occupied or made use of by any past or present member of the wider Bryant Group which would be likely to give rise to any material liability (whether actual or contingent) or cost on the part of any member of the wider Bryant Group which is material in the context of the Bryant Group taken as a whole; (ii) there is or is likely to be any material liability (whether actual or contingent) or requirement to make good, repair, re-instate or clean-up any property now or previously owned, occupied or made use of by any past or present member of the wider Bryant Group which is material in the context of the Bryant Group taken as a whole; or (iii) circumstances exist whereby a person or class of persons would be likely to have any 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 Bryant Group which claim or claims would be likely materially and adversely to affect any member of the wider Bryant Group and which is material in the context of the Bryant Group taken as a whole. For the purposes of these conditions: the 'wider Bryant Group' means Bryant and its subsidiary undertakings, associated undertakings and any other undertaking in which Bryant and/or such undertakings (aggregating their interests) have a significant interest and the 'wider Taylor Woodrow Group' means Taylor Woodrow and its subsidiary undertakings, associated undertakings and any other undertaking in which Taylor Woodrow and/or such undertakings (aggregating their interests) have a significant interest and, for these purposes, 'subsidiary undertaking', 'associated undertaking' and 'undertaking' have the meanings given by the Companies Act 1985, other than paragraph 20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose, and 'significant interest' means a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking. Taylor Woodrow reserves the right to waive, in whole or in part, all or any of conditions (e) to (m) both inclusive, in whole or in part. If Taylor Woodrow is required by the Panel to make an offer for Bryant Shares under the provisions of Rule 9 of the City Code, Taylor Woodrow may make such alterations to the above conditions of the Offer, including condition (a), as are necessary to comply with the provisions of that Rule. The Offer will lapse unless all the conditions relating to the Offer have been fulfilled or satisfied or (if capable of waiver) waived, by or, where appropriate, at midnight on the twenty first day after the later of the first closing date or the date on which the Offer becomes unconditional as to acceptances, or such later date as Taylor Woodrow may, with the consent of the Panel, decide. Taylor Woodrow shall be under no obligation to waive or treat as satisfied any condition by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such conditions may not be capable of fulfilment. The Offer will lapse if the proposed acquisition of Bryant is referred to the Competition Commission or if the European Commission either initiates proceedings under Article 6(1)(c) of the Council Regulation (EC) 4064/89 or makes a referral to a competent authority of the United Kingdom under Article 9(1) thereof before 3.00 p.m. on the first closing date or the time and date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. In circumstances where the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and Taylor Woodrow shall thereupon cease to be bound by Forms of Acceptance delivered on or before the date on which the Offer so lapses. The Bryant Shares which are the subject of the Offer will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, including the right to receive all dividends and other distributions declared, paid or made hereafter. The Offer will comply with English law and the City Code. Appendix II Financial effects of acceptance of the Offer The following table shows, for illustrative purposes only and on the basis and assumptions set out below, the financial effects on capital and income value for a holder of one Bryant Share of acceptance of the Offer (ignoring the treatment of fractional entitlements and taxation), on the Offer becoming or being declared unconditional in all respects: Capital impact Cash per Bryant share 75p Number of New Taylor Woodrow Shares 0.7 Value of New Taylor Woodrow shares received(1) 120.1p Total value received 195.1p Market value of a Bryant Share(2) 182p ------- Increase in capital value 13.1p ------- This represents an increase of 7.2% Notes: (1) Based on the closing mid-market price of 171.5 pence per Taylor Woodrow Share on 12th January, 2001, being the latest practicable date prior to this announcement. (2) Based on the closing mid-market price of 182 pence per Bryant Share on 12th January, 2001, being the last dealing date prior to this announcement. Income impact Total dividend per Taylor Woodrow Share(1) 5.62p Number of New Taylor Woodrow Shares 0.7 Dividends a Bryant Shareholder would have 3.93p received based on the exchange ratio Gross income from reinvestment of cash 3.81p consideration(2) Total 7.74p Total dividend per Bryant Share(3) 6.36p ------- (Decrease) / increase in gross income 1.4p ------- This represents an increase of 21.7% Notes: (1) Based on the 2000 interim dividend of 1.82 pence and the 1999 final dividend of 3.8 pence per Taylor Woodrow Share. (2) The gross income on the cash consideration has been calculated on the assumption that the cash is reinvested to yield approximately 5.08 per cent. per annum, being the gross yield shown by the FT Actuaries average gross redemption yield for medium coupon British Government securities of maturities of 5 to 10 years as published in the Financial Times on 15th January, 2001, the latest practicable date prior to this announcement. (3) Based on the May 2000 final dividend of 4.56 pence and the November 2000 interim dividend of 1.8 pence per Bryant Share. Appendix III Bases and sources (a) The market value of Taylor Woodrow Shares on 10th January, 2001 and 12th January, 2001 is based on the closing middle- market price of a Taylor Woodrow share of 181.5 pence and 171.5 pence as derived from the Daily Official List on 10th January, 2001 (being the date prior to the announcement by Taylor Woodrow that it had approached the board of Bryant) and 12th January, 2001 (being the business day prior to this announcement). (b) The market values of Bryant Shares on 10th January, 2001 and 12th January, 2001 is based on the closing middle- market prices of 163.5 pence and 182 pence as derived from the Daily Official List on 10th January, 2001 (being the date prior to the announcement by Taylor Woodrow that it had approached the board of Bryant) and 12th January, 2001 (being the business day prior to this announcement). (c) The value of the Offer is based upon approximately 268 million Bryant shares in issue on 20th December, 2000. (d) For the purposes of the financial comparisons contained in this announcement, no account has been taken of any liability to taxation or the treatment of fractions of Bryant Shares under the Offer. (e) Pro forma financial information has been calculated using the results of Taylor Woodrow and Bryant for the years ended 31st December, 1999 and 31st May, 2000 respectively. Appendix IV Definitions 'ABN AMRO Corporate ABN AMRO Corporate Finance Limited Finance' 'Beazer' Beazer Group Plc 'Bryant' Bryant Group plc 'Bryant holders of Bryant Shares Shareholders' 'Bryant Shares' the existing unconditionally allotted or issued and fully paid ordinary shares of 25 pence each in the capital of Bryant and any further such shares which are unconditionally allotted or issued fully paid or credited as fully paid before the date on which the offer ceases to be open for acceptance (or such earlier date as Taylor Woodrow may, subject to the Code, decide) including any such shares which are so allotted or issued pursuant to the exercise of options granted under the Bryant Share Schemes or otherwise 'Bryant Share The Bryant Group Executive Share Option Schemes' Scheme, Bryant Savings Related Share Option Scheme, Bryant Executive Share Option Scheme 1994, Bryant Group Long Term Incentive Plan, Bryant Group 1999 Long Term Incentive Plan, Bryant Group Employee Benefit Trust and Bryant Qualifying Share Ownership Trust 'Code' or 'City the City Code on Takeovers and Mergers Code' 'Companies Act' the Companies Act 1985 'Daily Official The Daily Official List of the London List' Stock Exchange 'Extraordinary the extraordinary general meeting of General Meeting' Taylor Woodrow at which resolutions required to be passed to approve and implement the Offer will be proposed 'Form of the form of acceptance, election and Acceptance' authority relating to the Offer to be despatched to Bryant Shareholders with the Offer Document 'FSA' Financial Services Authority in its capacity as the regulator of insurance business under the Insurance Companies Act 1982, as regulator of banking business under the Banking Act 1987 and as the UK Listing Authority, as the case may be 'Group' Taylor Woodrow, its subsidiaries and subsidiary undertakings 'Listing Rules' The listing rules of the UK Listing Authority 'London Stock London Stock Exchange plc Exchange' 'Mix and Match the right of Bryant Shareholders to Election' elect, subject to availability, to vary the proportions in which they receive New Taylor Woodrow Shares and cash under the Offer 'New Taylor Woodrow the new Taylor Woodrow Shares to be Shares' issued, credited as fully paid, pursuant to the Offer 'Offer' the recommended offer by Taylor Woodrow for Bryant 'Offer Document' The formal offer document by which the offer will be made, which will contain and set out the terms and conditions of the Offer 'Official List' the official list maintained by the UK Listing Authority 'Panel' The Panel on Takeovers and Mergers 'Restricted either a person (including an individual, Overseas Person' partnership, unincorporated syndicate, unincorporated organisation, trust, trustee, custodian, executor, administrator or other legal representative) in, or resident in, Canada, Australia or Japan, or a US Person 'Securities Act' The US Securities Act of 1933, as amended 'Standards' the admission and disclosure standards made by the London Stock Exchange from time to time 'substantial a direct for indirect interest in 20 per interest' cent. or more of the equity capital of an undertaking 'Taylor Woodrow' Taylor Woodrow plc 'Taylor Woodrow holders of Taylor Woodrow Shares Shareholders' 'Taylor Woodrow ordinary shares of 25 pence each in Shares' Taylor Woodrow 'UK' United Kingdom of Great Britain and Northern Ireland 'UK Listing the FSA in its capacity as the competent Authority' authority under the Financial Services Act 1986 'United States of the United States of America, its America', 'United territories and possessions, any state of States' or 'US' the United States of America and the District of Columbia or any areas subject to its jurisdiction or any political subdivision thereof 'US Person' has the meaning ascribed to it by Regulation 5 under the Securities Act

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