Offer Update

Taylor Woodrow PLC 2 March 2001 Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan Taylor Woodrow plc Recommended Offer for Bryant Group plc Offer declared unconditional in all respects Taylor Woodrow announces that all the conditions of the Offer made by ABN AMRO on behalf of Taylor Woodrow have now either been satisfied or waived, subject only to the admission of the New Taylor Woodrow Shares becoming effective in accordance with the Listing Rules of the UK Listing Authority ('Admission'). Accordingly, the Offer is declared unconditional in all respects, subject only to such Admission, which is expected to become effective at 8.00 a.m. on 2nd March, 2001. The Offer will remain open until further notice. Bryant Shareholders who have not yet accepted the Offer are urged to do so without delay. The consideration payable to Bryant Shareholders will be despatched by 16th March, 2001 in the case of valid acceptances already received, and within 14 days of receipt in the case of valid acceptances received after today's date and while the Offer remains open for acceptance. Once valid acceptances of the Offer have been received in respect of 90 per cent. or more of the Bryant Shares, Taylor Woodrow intends to apply the provisions of sections 428 to 430F (inclusive) of the Companies Act 1985 to acquire compulsorily all outstanding Bryant Shares. As at 3.00 p.m. on 1st March, 2001, elections under the Mix and Match Election had been received for additional New Taylor Woodrow Shares in respect of 164,503,008 Bryant Shares, and for additional cash and/or Loan Notes in respect of 5,521,018 Bryant Shares. Accordingly, elections already received for additional cash and/or Loan Notes will be satisfied in full. Elections already received for additional New Taylor Woodrow Shares will be scaled down on a pro rata basis. The Mix and Match Election will remain open until further notice. Taylor Woodrow confirms that sufficient elections under the Loan Note Alternative have been received for Loan Notes to be issued to those Bryant Shareholders who elected to receive them. Bryant Shareholders (other than certain overseas persons) who validly accept the Offer may continue to elect to receive Loan Notes under the Loan Note Alternative as an alternative to all or part of the cash consideration which would otherwise be receivable by them under the Offer, for so long as the Offer remains open for acceptance. Terms defined in the Offer Document dated 26th January, 2001 have the same meaning in this announcement save where the context requires otherwise. Enquiries: Taylor Woodrow Tony McGarahan 01784 428767 Director of Corporate (direct line) Relations 07796 276342 (mobile) The directors of Taylor Woodrow plc accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. ABN AMRO Corporate Finance Limited, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for 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 Limited or for giving advice in relation to the Offer. The Offer is not being made directly or indirectly, in or into, or by use of the mails of, or by any other means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia or Japan, and the Offer should not be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of this announcement are not being mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan and persons receiving this announcement, must not forward, distribute or send it in or into or from the United States, Canada, Australia or Japan. Neither the New Taylor Woodrow Shares nor the Loan Notes have been, nor will they be, registered under the Securities Act or under the relevant securities laws of any state or other jurisdiction of the United States, nor have relevant clearances been, nor will they be, obtained from any securities commission or similar authority of any province or territory of Canada, and no prospectus has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and neither the New Taylor Woodrow Shares nor the Loan Notes have been, nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, unless an exemption under relevant securities law is available, neither the New Taylor Woodrow Shares nor the Loan Notes may be offered, sold, re-sold or delivered, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. ABN AMRO Corporate Finance Limited has authorised the issue of this announcement solely for the purposes of section 57 of the Financial Services Act 1986. This announcement does not constitute an offer or an invitation to purchase any securities.
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