Offer Update
Taylor Woodrow PLC
6 March 2001
Taylor Woodrow plc
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
Compulsory acquisition of outstanding shares
Taylor Woodrow announces that as at 3.00 p.m. on 5th March, 2001, valid
acceptances of the Offer had been received in respect of 244,782,704 Bryant
Shares, representing approximately 90.7 per cent. of the current issued
ordinary share capital of Bryant.
As 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. Accordingly, Taylor
Woodrow will be posting shortly formal notices under section 429 of the
Companies Act 1985 to Bryant Shareholders who have not yet accepted the Offer.
The Offer and the Mix and Match Election will remain open until further
notice. The Loan Note Alternative will remain available for so long as the
Offer remains open for acceptance.
Taylor Woodrow received irrevocable undertakings from the directors of Bryant
to accept the Offer in respect of 547,426 Bryant Shares, representing
approximately 0.2 per cent. of Bryant's existing issued share capital. Valid
acceptances in respect of 366,612 of these shares have been received and are
included in the acceptances referred to above. The further outstanding
180,814 shares will be assented to the Offer now that the Offer has been
declared wholly unconditional.
The Taylor Woodrow Pension Fund, who are deemed to be acting in concert with
Taylor Woodrow, own 581,954 Bryant Shares. A valid acceptance in respect of
all of these shares has been received and is included in the acceptances
referred to above. Save for this shareholding, neither Taylor Woodrow nor any
person acting, or deemed to be acting, in concert with Taylor Woodrow held any
Bryant Shares or rights over Bryant Shares prior to the Offer period and
neither Taylor Woodrow nor any person acting, or deemed to be acting, in
concert with Taylor Woodrow has acquired or agreed to acquire any Bryant
Shares or rights over Bryant Shares since the Offer period commenced (other
than pursuant to acceptances of the Offer).
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.