Result of EGM

RNS Number : 8800S

Taylor Wimpey PLC

27 May 2009

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SWITZERLAND AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

This does not constitute an offer for sale of securities, nor a solicitation to purchase or subscribe for securities, in the United States, Canada, Australia, Japan, New Zealand or Switzerland or any other jurisdiction where such offer, sale or solicitation would be unlawful.

The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register any part of the securities referred to herein in the United States or to conduct a public offering of securities in the United States. Any offering of securities will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company and management as well as financial statements. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

27 May 2009

Taylor Wimpey plc

Result of Placing and Open Offer of 2,131,132,548 New Ordinary Shares 
at 25 pence each and result of General Meeting

On 8 May 2009, the Board of Directors of Taylor Wimpey plc ('Taylor Wimpey' or the 'Company') announced details of a proposed fully underwritten share issue by way of a Placing and Open Offer to raise net proceeds of approximately £510 million through the issue of 2,131,132,548 New Ordinary Shares at 25 pence per New Ordinary Share.  The Company announced that £266 million of the proceeds (gross) were to be raised through a 1 for 1 placing and open offer at 25 pence resulting in the issue of 1,065,566,274 New Ordinary Shares (the 'Open Offer'); and £266 million (gross) were to be raised through a firm placing of 1,065,566,274 New Ordinary Shares at 25 pence (the 'Placing').

Taylor Wimpey is pleased to announce that the Open Offer has now closed in accordance with its terms, and 831,240,382 Open Offer Shares in aggregate have been subscribed for by Qualifying Shareholders under the Open Offer. This represents approximately 78% of the 1,065,566,274 Open Offer Shares offered pursuant to the Open Offer.  

The remaining 234,325,892 Open Offer Shares, representing approximately 22% of the 1,065,566,274 Open Offer Shares, have been allocated to the institutional investors with whom they had been conditionally placed.  In addition, 1,065,566,274 New Ordinary Shares have been placed with certain institutional investors pursuant to the terms of the Placing. 

The Placing and Open Offer are conditional upon, amongst other things, the approval of Shareholders.  The Company is pleased to further announce that a general meeting of Taylor Wimpey plc was held earlier today at 10.30 a.m (the 'General Meeting'). The sole special resolution proposed at the General Meeting, which was to grant such approvals and authorities as are required to implement the proposed equity issue as contemplated by the Prospectus and Circular, was duly passed without amendment by the required majority on a show of hands.

Further details of the Resolution were set out in the Circular sent to Shareholders on 8 May 2009. Proxy votes on the resolution in respect of 387,747,478 Ordinary Shares were lodged prior to the meeting and were as follows: 

	Number of Ordinary Shares	Percentage of votes cast (%)
For:	383,599,346	99.19
Against:	1,520,637	0.39
Discretionary (Chairman)	1,154,524	0.30
Discretionary  (Third party)	461,335	0.12
Total votes cast1:	386,735,842

¹ 1,011,636 votes were withheld. A 'vote withheld' is not a vote in law and is therefore not counted towards the proportion of votes 'For' or 'Against' the Resolution.

The Placing and Open Offer remain conditional upon the Placing and Open Offer Agreement becoming unconditional in all respects and upon Admission.  The 2,131,132,548 New Ordinary Shares are expected to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 1 June 2009. Taylor Wimpey's enlarged issued share capital will then comprise 3,196,698,822 Ordinary Shares. 

An expected timetable of principal events is set out below:

Event	Time/date (2009)
Issue of New Ordinary Shares	1 June
Admission to trading and commencement of dealings in New Ordinary Shares on the London Stock Exchange	8.00 a.m. on 1 June
Crediting of New Ordinary Shares to CREST accounts	1 June
Dispatch of definitive share certificates for the New Ordinary Shares in certificated form	By June 8

Each of the times and dates in the table above is indicative only and may be subject to change.  

Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the prospectus published by Taylor Wimpey on 8 May 2009 (the 'Prospectus') and the circular sent to Shareholders also on 8 May 2009 (the 'Circular').  Unless otherwise stated, references to time contained in this announcement are to UK time.  

Two copies of the Resolution passed at the General Meeting have been submitted to the Financial Services Authority and shortly will be, or are, available for inspection at the UKLA's Document Viewing Facility situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.  

Copies of the Prospectus and Circular are also available for inspection at the UKLA's Document Viewing Facility, at the registered office of the Company at 80 New Bond Street, London, W1S 1SB (during normal business hours) and on the Company's website at http://www.taylorwimpey.com/AnnouncementsPresentations, subject to certain access restrictions which have been imposed on Shareholders seeking to access these documents from within the United States or any of the Excluded Territories.  

This announcement should be read together with the full text of the Prospectus and Circular. 

For further information, please contact:
Taylor Wimpey plc
Peter Redfern / Chris Rickard / Jonathan Drake
Tel: [phone]
J.P. Morgan Cazenove
Mark Breuer / Jonathan Wilcox / Harry Aubrey-Fletcher
Tel: [phone]
Finsbury
Faeth Birch / Clare Strange
Tel: [phone]

  IMPORTANT NOTICE

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS. 

This announcement and the information contained in it is not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia, Japan, New Zealand or Switzerland. It does not constitute an offer of securities for sale, nor a solicitation to purchase or subscribe for securities, in or into the United States, Canada, Australia, Japan, New Zealand, Switzerland or any other jurisdiction where such offer, sale or solicitation would be unlawful.  

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the FSA, is acting as sole bookrunner, sponsor and financial adviser for Taylor Wimpey and no one else in connection with the Placing and Open Offer and Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and Open Offer or Admission and will not be responsible to anyone other than Taylor Wimpey for providing the protections afforded to its clients or for providing advice in relation to the Placing and Open Offer or Admission or any matters referred to in this announcement.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue Open Offer Entitlements or New Ordinary Shares or to take up any Open Offer Entitlements or New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful.

 

END

 

 

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