Offer Update - Part 1

Taylor Woodrow PLC 22 January 2001 PART 1 Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan Taylor Woodrow plc Recommended cash and share offer for Bryant Group plc Summary - The boards of Taylor Woodrow and Bryant announce that they have agreed the terms of a recommended cash and share 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 80 pence in cash and 0.72 New Taylor Woodrow Shares for each Bryant Share. A Mix and Match Election will also be available. - The Offer values each Bryant share at 207.4 pence(1) and represents a premium of 26.9 per cent. over the closing middle market price of 163.5 pence on 10th January, 2001, the day before Taylor Woodrow announced its approach to the board of Bryant. It values Bryant at approximately £556 million. - Following completion of the Offer, 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 combined group would create the UK's fifth largest housebuilder producing some 6,000 homes a year and with turnover of approximately £845 million. - 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 directors of Bryant have indicated that they will provide irrevocable undertakings to accept the Offer in respect of their own beneficial holdings, amounting, in aggregate, to 547,426 Bryant Shares representing approximately 0.2 per cent. of Bryant's existing issued share capital. - Bryant Shareholders will retain the right to the interim dividend of 1.8 pence per Bryant Share declared on 14th December, 2000 to Bryant Shareholders on the register on 8th January, 2001 and will receive all future dividends declared by Taylor Woodrow. - Due to its size, the Offer will be conditional on, inter alia, the approval of Taylor Woodrow Shareholders at an Extraordinary General Meeting. - In view of its recommendation, the board of Bryant will be proposing the adjournment of the Extraordinary General Meeting previously adjourned to Friday, 26th January, 2001 without proposing the resolutions to approve the merger with Beazer. (1) Based on the closing price of 177 pence per Taylor Woodrow Share on 19th January, 2001, the last dealing date prior to this announcement. Commenting on the Offer, Dr. Robert Hawley, Taylor Woodrow's Chairman, said: 'The addition of Bryant is an excellent strategic fit and significantly accelerates the development of Taylor Woodrow's UK housing business. Together we will create a leading UK housebuilder with a philosophy focused on delivering high standards of customer service and value. 'The combination of our businesses will further strengthen the Taylor Woodrow Group adding considerable weight to our UK housing business and balancing our North American housing activities. There is also the benefit of Taylor Woodrow's complementary skills in property development, engineering and advanced design.' Commenting on the Offer, Mr. Hubert Reid, Bryant's Chairman, said: 'The board of Bryant has long believed that shareholders in the housebuilding sector would benefit from the opportunities provided by consolidation. We also strongly believe in the need to improve quality and productivity in the industry which was the vision behind the creation of Domus. However, the board of Bryant has been wholly committed to the maximisation of shareholder value and Taylor Woodrow's latest offer now represents both superior value for our shareholders and a further opportunity to pursue improvements in quality and productivity; which fundamental objectives remain in place. We are therefore unanimously recommending acceptance.' ABN AMRO Corporate Finance is acting as financial adviser to Taylor Woodrow and Hoare Govett is acting as corporate broker. Rothschild is acting as financial adviser to Bryant and UBS Warburg is acting as corporate broker. The financing of the cash element of the Offer has been arranged by HSBC Bank plc. A conference for analysts will take place today at 9.00 a.m. at the offices of ABN AMRO at 250 Bishopsgate, London EC2M 4AA. This summary should be read in conjunction with the full text of the following announcement. Press enquiries: Taylor Woodrow plc Tony McGarahan 07796 276342 ABN AMRO Corporate Finance Christopher Hill 020 7678 8000 Hoare Govett Peter Meinertzhagen 020 7678 8000 Citigate Dewe Rogerson Martin Jackson 020 7638 9571 Bryant Group plc Peter Long 07785 728031 Rothschild Nigel Higgins 020 7280 5000 Robert Leitao Alex Midgen Financial Dynamics Scott Fulton 07788 144 993 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. Hoare Govett, 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 Hoare Govett nor for giving advice in relation to the Offer. Rothschild, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Bryant and no-one else in connection with the Offer and will not be responsible to anyone other than Bryant for providing the protections afforded to customers of Rothschild nor for giving advice in relation to the Offer. UBS Warburg, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Bryant and no-one else in connection with the Offer and will not be responsible to anyone other than Bryant for providing the protections afforded to customers of UBS Warburg nor for giving advice in relation to the Offer. This announcement does not constitute an offer or an invitation to purchase any securities. 22nd January, 2001 Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan Taylor Woodrow plc Recommended cash and share offer for Bryant Group plc 1. INTRODUCTION The boards of Taylor Woodrow and Bryant announce that they have agreed the terms of a recommended cash and share 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 directors of Bryant, who have been so advised by Rothschild, consider the terms of the Offer to be fair and reasonable and the directors of Bryant also consider the Offer to be in the best interests of shareholders. Accordingly, the directors of Bryant intend unanimously to recommend all Bryant Shareholders to accept the Offer. In providing its advice to the directors of Bryant, Rothschild has taken into account the commercial assessments of the directors of Bryant. The directors of Bryant have indicated that they will provide irrevocable undertakings to accept the Offer in respect of their own beneficial holdings, amounting, in aggregate, to 547,426 Bryant Shares representing approximately 0.2 per cent. of Bryant's existing issued share capital. 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 80 pence in cash and 0.72 New Taylor Woodrow Shares and so in proportion for any other number of Bryant Shares held. Bryant Shareholders will retain the right to the interim dividend of 1.8 pence per Bryant Share declared on 14th December, 2000 to Bryant Shareholders on the register on 8th January, 2001. The special dividend of 5.6 pence per Bryant Share dependent on completion of the merger with Beazer will not be paid. Following completion of the Offer, Taylor Woodrow will give consideration to a share buy-back programme of £50 million during 2002 and £50 million during 2003. 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 177 pence per Taylor Woodrow Share on 19th January, 2001, the last dealing date prior to this announcement, the Offer values each Bryant Share at 207.4 pence, and the entire existing issued share capital of Bryant at approximately £556 million. This represents a premium of 8.0 per cent. over the closing price of 192 pence per Bryant Share on 19th January, 2001 and a premium of 26.9 per cent. over the closing price of 163.5 pence 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, other than the interim dividend of 1.8 pence per Bryant Share declared on 14th December, 2000 to Bryant Shareholders on the register on 8th January, 2001. 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. Benefits of Taylor Woodrow's Offer Taylor Woodrow's Offer delivers to Bryant Shareholders: - a premium of 26.9 per cent over the closing middle market price of 163.5 pence on 10th January, 2001, the day before Taylor Woodrow announced its approach to the board of Bryant. The Offer compares favourably with Bryant's closing middle market price of 143 pence on 13th December, 2000, the day prior to the announcement of its proposed merger with Beazer; - a payment of 80 pence per share in cash now, plus participation in possible £50 million buy-back programmes in each of 2002 and 2003 which we have announced are under consideration; - an ongoing interest in a leading, diversified housebuilding group whose activities span the UK and North America; - the enlarged group will also have complementary skills in property development and construction, engineering and advanced design activities, which Taylor Woodrow believes will be increasingly important to housebuilders in the future; and - a significant participation in the enlarged Taylor Woodrow Group, capturing the benefits of the integration of Bryant and the strength and diversity of its existing earnings streams. 5. BRYANT'S FIT WITH TAYLOR WOODROW Taylor Woodrow's strategy, as announced in March 2000, is to focus on housing and property development as the core activities of the Group with a refocused construction operation providing added value expertise and service in support of the housebuilding activities. The UK housing business has been targeted as the Group's major area for development with the aim of becoming a powerful force in the sector. In the Taylor Woodrow interim results issued in September 2000, Taywood Homes showed increased profits of 67 per cent., emphasising the benefits of increased focus and drive. Bryant fits with Taylor Woodrow's strategy as it adds: - a complementary geographical spread of premier sites; - Proven land purchase and planning skills; - A strong brand and well developed housing products; and - respected management expertise. This represents an excellent fit for Taylor Woodrow and accelerates its development significantly. The combined group will be the fifth largest UK housebuilder by volume with around 6,000 completions a year and pro forma turnover of approximately £845 million. The complementary skills and resources of the combined group will create a platform and infrastructure for growth and provide considerable strategic, commercial and financial benefits to the group. TRULY NATIONAL SPREAD OF ACTIVITIES Taylor Woodrow will have housebuilding operations of truly national scale and presence through the combination of Bryant and its existing activities. Taylor Woodrow's strength in London and the South East will complement Bryant's strength in the Midlands, North and Scotland. COMPLEMENTARY SKILLS Taylor Woodrow attaches greatest value to Bryant's strengths in the family housing market, its brand name and marketing skills. Taylor Woodrow will adopt the Bryant name as the lead brand name for its UK housing operations. Taylor Woodrow will add a number of its own skills. In North America, Taylor Woodrow's housebuilding operations are driven by strong consumer demand for tailor-made products and services. Taylor Woodrow will be able to accelerate the transfer of this proven North American template into the UK, putting the weight of its North American skills behind the Bryant brand name. In addition, Taylor Woodrow Construction provides engineering, design and technical expertise which will allow greater exploitation of complex brownfield developments. Taylor Woodrow Property's development skills are of significant value in developing mixed use schemes. Taylor Woodrow also expects Bryant's construction business to be additive to its own construction and property development activities. PRODUCT MIX Bryant's weighting towards the Midlands and the North will improve the geographical balance and mix of the overall housing portfolio. The enlarged Group's brownfield products will range from contemporary high rise inner city residential schemes through to the refurbishment of complex Victorian buildings, some of which will include mixed uses. The Bryant brand will have a strengthened presence in the market in respect of those skills once it is combined with Taywood Homes' portfolio. STRATEGIC LAND ACTIVITIES Both Taylor Woodrow and Bryant appreciate the importance of strategic land and investing for a sustainable supply of future development opportunities. Indeed, the two companies work together in consortium and many of the current land interests are compatible. The enlarged group will be a major force in the land and development market. Taylor Woodrow expects to be able to release surplus capital and increase efficiency through the active management of the land bank and the rationalisation of sites where overlaps exist. 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 - £15 million 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. This statement does not constitute a profit forecast nor should it be interpreted to mean that earnings per share of Taylor Woodrow for the current or future years will necessarily match or exceed the historical published earnings per share of Taylor Woodrow or Bryant. STRUCTURE OF THE ENLARGED UK HOUSING ACTIVITIES The combined UK housing operations will be organised into three main regions covering Northern & Scotland, Central and South East & West, subdivided into operating areas. Each operating area will be a significant business in its own right, targeting between £50 - £100 million in annual sales depending on the location and site profiles. Taylor Woodrow believes this is at a level to maintain quality standards and flexibility whilst controlling costs. Taylor Woodrow believes that the management and employees of Bryant are essential to the success of the business and expects them to make a significant contribution to the integration process and operating management structure going forward. Taylor Woodrow will consult fully with the Bryant management team to test its assumptions underpinning its plans for the integration of the businesses over the coming weeks. Given the relative sizes of Taylor Woodrow's UK housing activities and Bryant, the integration will be achieved with the minimum of upheaval and in the shortest time possible. 6. 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 7. 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 £82m £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 8. CURRENT TRADING AND PROSPECTS Taylor Woodrow has had an excellent year in 2000. The order book is strong reflecting the strategic changes that have been made to the company's structure and operations. The directors of Taylor Woodrow believe that the company is well positioned for continued growth and success in the years ahead. 9. DIVIDEND POLICY Following the acquisition of Bryant, Taylor Woodrow intends to maintain its progressive dividend policy, growing dividends reflecting underlying earnings growth with approximately two-thirds of its total dividend as the final dividend. 10. 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. 11. MANAGEMENT AND EMPLOYEES As described in paragraph 5 above, 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. 12. 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. 13. INDUCEMENT FEE Taylor Woodrow and Bryant have agreed to the payment of £3 million by one party (the 'affected party') to the other if a third party proposal relating to the affected party (which involves a change of control of the affected party and which is subsequently completed) is announced prior to the Offer lapsing or being withdrawn. 14. DISCLOSURE OF INTERESTS IN BRYANT The 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. 15. 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. In view of its recommendation, the board of Bryant will be proposing the adjournment of the Extraordinary General Meeting previously adjourned to Friday, 26th January, 2001 without proposing the resolutions to approve the merger with Beazer. Appendix IV contains definitions of the terms used in this announcement. Press enquiries: Taylor Woodrow plc Tony McGarahan 07796 276342 ABN AMRO Corporate Finance Christopher Hill 020 7678 8000 Hoare Govett Peter Meinertzhagen 020 7678 8000 Citigate Dewe Rogerson Martin Jackson 020 7638 9571 Bryant Group plc Peter Long 07785 728 031 Rothschild Nigel Higgins 020 7280 5000 Robert Leitao Alex Midgen Financial Dynamics Scott Fulton 07788 144 993 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. Hoare Govett, 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 Hoare Govett nor for giving advice in relation to the Offer. Rothschild, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Bryant and no-one else in connection with the Offer and will not be responsible to anyone other than Bryant for providing the protections afforded to customers of Rothschild nor for giving advice in relation to the Offer. UBS Warburg, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Bryant and no-one else in connection with the Offer and will not be responsible to anyone other than Bryant for providing the protections afforded to customers of UBS Warburg nor for giving advice in relation to the Offer. This announcement does not constitute an offer or an invitation to purchase any securities. MORE TO FOLLOW
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