Offer Document Posted
Barratt Developments PLC
08 March 2007
For immediate release
Not for release, publication or distribution in or into Australia, Canada or
Japan.
8 March 2007
Recommended acquisition of Wilson Bowden plc
by Barratt Developments PLC
Posting of Shareholder Documents
On 5 February 2007, the boards of Wilson Bowden plc ('Wilson Bowden') and
Barratt Developments PLC ('Barratt') announced that they had reached agreement
on the terms of a recommended cash and share offer by Barratt for the entire
issued and to be issued share capital of Wilson Bowden (the 'Acquisition'). The
Acquisition is being effected by means of a scheme of arrangement under section
425 of the Companies Act 1985 (the 'Scheme').
Further to that announcement, Wilson Bowden and Barratt now announce that the
documentation in relation to the Acquisition is being posted today. Wilson
Bowden Shareholders (other than nationals, residents or citizens of Australia,
Canada or Japan) will receive, amongst other documents, the Scheme Document
published by Wilson Bowden in connection with the Scheme, together with the
prospectus published by Barratt in connection with the New Barratt Shares being
offered pursuant to the Acquisition (the 'Prospectus'). Barratt Shareholders
will receive, amongst other documents, the Barratt Shareholder Circular relating
to the Acquisition and a copy of the Prospectus.
As described in the documentation, a Barratt Extraordinary General Meeting will
be held to allow the Barratt Shareholders to vote on the resolution required to
implement the Acquisition and two Wilson Bowden shareholder meetings, namely,
the Scheme Meeting and the Wilson Bowden Extraordinary General Meeting which
will be held to allow Wilson Bowden Shareholders to vote on the proposed
resolution to implement the Acquisition by way of the Scheme. The key dates for
the Acquisition are as follows:
Last time and day for lodging forms of proxy for the Barratt 8.30 a.m. 26 March 2007
Extraordinary General Meeting
Barratt Extraordinary General Meeting (1) 2:30 p.m. 27 March 2007
Last time and day for lodging forms of proxy for:
Scheme Meeting 10:00 a.m. 1 April 2007
Wilson Bowden Extraordinary General Meeting 10:15 a.m. 1 April 2007
Scheme Meeting (2) 10:00 a.m. 3 April 2007
Wilson Bowden Extraordinary General Meeting (2) 10:15 a.m. 3 April 2007
Last time and day for lodging form of election in respect of 11:00 a.m. 20 April 2007
the Mix and Match facility and the Loan Note Alternative
First Court Hearing to sanction the Scheme 23 April 2007 (3)
Last day of dealings in, and for registrations of transfers of, 23 April 2007 (3)
and disablement in CREST, of Wilson Bowden Shares
Second Court Hearing Date to confirm the Capital Reduction 25 April 2007 (3)
Effective Date of the Scheme 26 April 2007 (3)
Commencement of dealings in New Barratt Shares on the London 8.00 a.m. 26 April 2007 (3)
Stock Exchange
(1) The Barratt Extraordinary General Meeting will be held at UBS Limited 1
Finsbury Avenue, London EC2M 2PP.
(2) The Scheme Meeting and the Wilson Bowden Extraordinary General Meeting
will be held at the Ramada Hotel, Granby Street, Leicester LE1 6ES.
(3) These dates are indicative only and will depend, inter alia, on the
dates upon which the Court sanctions the Scheme and confirms the associated
Capital Reduction and whether the conditions are either satisfied or waived.
Copies of each of the Scheme Document, Prospectus and the Barratt Shareholder
Circular have been submitted to the UKLA and will shortly be available for
viewing at the UKLA's Viewing Facility which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Copies of the Barratt Shareholder Circular, the Scheme Document and the
Prospectus will shortly be available for inspection by Barratt Shareholders at
the registered offices of Barratt Developments PLC, Rotterdam House, 116
Quayside, Newcastle upon Tyne, NE1 3DA during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted). Copies of the Barratt
Shareholder Circular, the Scheme Document and the Prospectus are available for
inspection at the offices of Slaughter and May, One Bunhill Row, London, EC1Y
8YY during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted). In addition, the Barratt Shareholder Circular is laid out in
full below.
Copies of the Scheme Document, and other ancillary documents as set out in the
Scheme Document, will shortly be available for inspection at the offices of
Freshfields Bruckhaus Deringer, 65 Fleet Street, London, EC4Y 1HS during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted).
Unless stated otherwise, terms defined in the Prospectus shall have the same
meaning in this announcement.
Enquiries:
Barratt Developments PLC Wilson Bowden plc
Tel: +44 (0) 191 227 2000 Tel: +44 (0) 1530 260777
Charles Toner Ian Robertson
Mark Clare
Mark Pain
UBS Investment Bank HSBC Bank plc
(financial adviser and joint-broker to Barratt) (financial adviser to Wilson Bowden)
Tel: +44 (0) 20 7567 8000 Tel: +44 (0) 20 7991 8888
Liam Beere Charles Packshaw
Hugo Robinson Simon Cloke
Nick McCarthy
Credit Suisse Securities (Europe) Limited Bridgewell
(joint-broker to Barratt in respect of the acquisition) (joint-broker to Wilson Bowden)
Tel: +44 (0) 20 7888 8888 Tel: +44 (0) 20 7003 3000
Peter Hyde Ben Money-Coutts
John Hannaford
Weber Shandwick Morgan Stanley
(PR adviser to Barratt) (joint-broker to Wilson Bowden)
Tel: +44 (0) 20 7067 0700 Tel: +44 (0) 20 7425 8000
Terry Garrett Paul Baker
Chris Lynch Alastair Cochran
Nick Dibden
Financial Dynamics
(PR adviser to Wilson Bowden)
Tel: +44 (0) 20 7831 3113
Jon Simmons
James Ottignon
UBS is acting as exclusive financial adviser and joint-broker to Barratt, and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Barratt for providing the protections afforded to the clients
of UBS nor for providing advice in relation to the Acquisition or any other
matter referred to herein.
Credit Suisse is acting as joint-broker to Barratt in respect of the
Acquisition, and no one else in connection with the Acquisition and will not be
responsible to anyone other than Barratt for providing the protections afforded
to the clients of Credit Suisse nor for providing advice in relation to the
Acquisition or any other matter referred to herein.
HSBC, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Wilson Bowden in connection with
the Acquisition and will not be responsible to anyone other than Wilson Bowden
for providing the protections afforded to the clients of HSBC nor for providing
advice in relation to the Acquisition or any other matter referred to herein.
Bridgewell is acting as joint-broker to Wilson Bowden, and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Wilson Bowden for providing the protections afforded to the clients of
Bridgewell nor for providing advice in relation to the Acquisition or any other
matter referred to herein.
Morgan Stanley is acting as joint-broker to Wilson Bowden, and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Wilson Bowden for providing the protections afforded to the clients of Morgan
Stanley nor for providing advice in relation to the Acquisition or any other
matter referred to herein.
Overseas Jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law,
the City Code and the Listing Rules and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any jurisdiction outside
of England.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. This announcement does not constitute a prospectus
or a prospectus equivalent document. Wilson Bowden Shareholders are advised to
read carefully the Scheme Document and the Prospectus.
In particular, this announcement is not an offer of securities for sale in the
United States and the New Barratt Shares, which will be issued in connection
with the Acquisition, have not been, and will not be, registered under the
Securities Act or under the securities laws of any state, district or other
jurisdiction of the United States, Australia, Canada or Japan and no regulatory
clearance in respect of the New Barratt Shares has been, or will be, applied for
in any jurisdiction other than the UK. The New Barratt Shares may not be
offered or sold in the United States absent registration under the Securities
Act or an exemption from registration. The New Barratt Shares will be issued in
reliance upon the exemption from the registration requirements of the Securities
Act provided by Section 3(a)(10) thereof. Under applicable US securities laws,
Wilson Bowden Shareholders (whether or not US persons) who are or will be '
affiliates' of Wilson Bowden or Barratt prior to, or of Barratt after, the
Effective Date will be subject to certain timing, manner of sale and volume
restrictions on the sale of the New Barratt Shares received in connection with
the Scheme.
Unless Barratt otherwise determines, relevant clearances and registrations have
not been, nor will they be, sought or obtained, nor have any steps been taken,
nor will any steps be taken, to enable the Loan Notes to be publicly offered in
compliance with applicable securities laws of any jurisdiction. The Loan Notes
have not been, nor will they be, registered under the Securities Act or under
the securities laws of any state, district or other jurisdiction of the United
States and the Loan Notes are not being offered in, and may not be transferred
into, the United States. The Loan Notes may not (subject to certain limited
exceptions) be offered, sold, transferred or delivered, directly or indirectly,
in any other jurisdiction (including, without limitation, in Australia, Canada
or Japan) where to do so would violate the laws of that jurisdiction or would
require registration thereof in such jurisdiction.
Notice to US Investors in Wilson Bowden: the Acquisition relates to the shares
of a UK company and is to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Acquisition is subject to the
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure and other requirements
of US securities laws. Financial information included in the Scheme Document
and Prospectus will have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to the financial
statements of US companies.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of '
relevant securities' of Barratt or Wilson Bowden, all 'dealings' in any '
relevant securities' of that company (including by means of an option in respect
of, or a derivative referenced to, any such 'relevant securities') must be
publicly disclosed by no later than 3.30 p.m. on the London business day
following the date of the relevant transaction. This requirement will continue
until the Scheme becomes Effective, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends (or, if Barratt elects to effect the
Acquisition by way of the Offer, until the date on which the Offer becomes, or
is declared, unconditional as to acceptances, lapses or is otherwise withdrawn
or on which the 'offer period' otherwise ends). If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal,
to acquire an 'interest' in 'relevant securities' of Barratt or Wilson Bowden,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Barratt or Wilson Bowden by Barratt or Wilson Bowden, or by any
of their respective 'associates', must be disclosed by no later than 12.00 noon
on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you are recommended to seek your own
financial advice as soon as possible from your stockbroker, bank, solicitor,
accountant, fund manager or other appropriate professional financial adviser
authorised under the Financial Services and Markets Act 2000 if you are in the
United Kingdom or, if not, from another appropriately authorised independent
professional adviser.
If you have sold or otherwise transferred all of your Barratt Shares you should
send this document and the accompanying documents, but not the Form of Proxy
which has been personalised, as soon as possible to the purchaser or transferee
or to the stockbroker, bank or other agent through whom the sale or transfer was
effected for delivery to the purchaser or the transferee. However, the
distribution of this document and any accompanying documents into certain
jurisdictions other than the United Kingdom may be restricted by law. Therefore,
persons into whose possession this document and any accompanying documents come
should inform themselves about, and observe, any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This document should be read in conjunction with the Prospectus relating to
Barratt which accompanies this document. This document does not constitute an
offer of any securities for sale.
Application will be made to the FSA for the New Barratt Shares to be admitted to
the Official List, and will be made to the London Stock Exchange for the New
Barratt Shares to be admitted to trading on the London Stock Exchange's main
market for listed securities. It is expected that Admission will become
effective, and that dealings in the New Barratt Shares will commence, on the
Effective Date which, subject to the satisfaction of certain conditions,
including the sanction of the Scheme by the Court, is expected to occur on
Thursday 26 April 2007.
Barratt Developments PLC
(Incorporated under the Companies Act of 1948 and registered in England and
Wales
with Registered No. 00604574)
RECOMMENDED CASH AND SHARE OFFER FOR WILSON BOWDEN PLC
Circular to Shareholders and
Notice of Extraordinary General Meeting of the Company
Your attention is drawn to the letter from the Chairman of the Company which is
set out on pages 5 to 13 of this document and which contains the unanimous
recommendation of the Barratt Directors that you vote in favour of the
Resolution to be proposed at the Barratt Extraordinary General Meeting referred
to below. Please read the whole of this document and the Prospectus and, in
particular, the risk factors set out in the section headed 'Risk Factors' on
pages 11 to 18 of the Prospectus. You should not rely solely on the information
summarised in this document.
Notice of an extraordinary general meeting of the Company to be held at 2.30
p.m. on Tuesday 27 March 2007 at UBS Limited, 1 Finsbury Avenue, London EC2M 2PP
is set out at the end of this document. A Form of Proxy for the Barratt
Extraordinary General Meeting is enclosed. To be valid, Forms of Proxy should be
completed, signed and returned in accordance with the instructions printed on
them so as to be received by the Company's Registrars, Capita Registrars, at the
return address on the enclosed envelope, as soon as possible and in any event no
later than 8.30 a.m. on Monday 26 March 2007. If you hold Barratt Shares in
CREST, you may appoint a proxy by completing and transmitting a CREST Proxy
Instruction to the Company's Registrars, Capita Registrars (CREST participant
RA10), so that it is received by no later than 8.30 a.m. on Monday 26 March
2007. Completion and return of a Form of Proxy will not preclude Barratt
Shareholders from attending and voting in person at the Barratt Extraordinary
General Meeting, should they so wish.
The New Barratt Shares will not be, and are not required to be, registered with
the SEC under the Securities Act, in reliance on the exemption from registration
requirements of the Securities Act provided by Section 3(a)(10) of that act.
Neither the SEC nor any other US federal or state securities commission or
regulatory authority has approved or disapproved the New Barratt Shares or
passed an opinion on the adequacy of this document. Any representation to the
contrary is a criminal offence in the United States. Persons (whether or not US
persons) who are affiliates (within the meaning of the Securities Act) of Wilson
Bowden or Barratt prior to, or of Barratt after, the Effective Date will be
subject to timing, manner of sale and volume restrictions on the sale of New
Barratt Shares received in connection with the Scheme under Rule 145(d) of the
Securities Act.
UBS is acting exclusively for Barratt and no one else in connection with the
Acquisition and will not be responsible to anyone other than Barratt for
providing the protections afforded to the clients of UBS nor for providing
advice in connection with the Acquisition or any matter referred to herein.
Dated: 8 March 2007.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this document, or incorporated by reference from
the Prospectus, constitute 'forward-looking statements'. In some cases, these
forward-looking statements can be identified by the use of forward-looking
terminology, including the terms 'believes', 'estimates', 'plans', 'prepares', '
anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case,
their negative or other variations or comparable terminology. Investors should
specifically consider the factors identified in this document which could cause
actual results to differ before making an investment decision. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Barratt and/or of the Enlarged Group, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding Barratt's and/or the Enlarged Group's
present and future business strategies and the environment in which Barratt, and
/or the Enlarged Group, will operate in the future. Such risks, uncertainties
and other factors are set out more fully in the section of the Prospectus headed
'Risk Factors' and include, among others: risks relating to the house building
market in general, risks associated with the development business and challenges
in integrating the businesses of the Barratt Group and the Wilson Bowden Group.
These forward-looking statements speak only as at the date of this document.
Except as required by the FSA, the London Stock Exchange, the Listing Rules or
any other applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained in this document to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
CONTENTS
Page
Expected Timetable of Principal Events..................................... 4
Relevant Documentation..................................................... 4
Part I Letter from the Chairman of Barratt... 5
Part II Additional Information................................ 14
Definitions.............................................................. 16
Notice of Extraordinary General Meeting.................... 21
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time for lodging Forms of Proxy 8.30 a.m. on Monday 26 March 2007
Barratt Extraordinary General Meeting 2.30 p.m. on Tuesday 27 March 2007
Barratt Shares trade ex-interim dividend Wednesday 28 March 2007
Record date for Barratt interim dividend Friday 30 March 2007
Scheme Meeting 10.00 a.m. on Tuesday 3 April 2007
Wilson Bowden Extraordinary General Meeting 10.15 a.m. on Tuesday 3 April 2007(1)
First Court Hearing to sanction the Scheme Monday 23 April 2007
Last day of dealings in and for registration of transfers of, and Monday 23 April 2007
disablement in CREST of, Wilson Bowden Shares
Reorganisation Record Time 6.00 p.m. on Tuesday 24 April 2007
Second Court Hearing Date to sanction the Capital Reduction Wednesday 25 April 2007
Effective Date of the Scheme Thursday 26 April 2007(2)
De-listing of Wilson Bowden Shares 7.30 a.m. on Thursday 26 April 2007 (2)
Issue of New Barratt Shares 8.00 a.m. on Thursday 26 April 2007(2)
Commencement of dealings on the London Stock Exchange in New 8.00 a.m. on Thursday 26 April 2007(2)
Barratt Shares
Crediting of New Barratt Shares to CREST accounts Thursday 26 April 2007(2)
Latest date for despatch of share certificates in respect of New Thursday 10 May 2007(2)
Barratt Shares and cheques in respect of cash consideration and
Loan Note certificates in respect of Loan Note consideration, and
for settlement of cash consideration through CREST
(1) Or as soon thereafter as the Scheme Meeting shall have concluded or been
adjourned.
(2) These dates are indicative only and will depend, among other things, on the
date upon which the Court sanctions the Scheme.
All references in this document to times are to London time unless otherwise
stated.
RELEVANT DOCUMENTATION
The Prospectus dated 8 March 2007, which accompanies this document, includes
information concerning the reasons for the Acquisition, the Risk Factors and
further details concerning the Company, the Barratt Directors and the New
Barratt Shares. The Prospectus has also been sent to Wilson Bowden Shareholders
and is available for inspection in accordance with paragraph 6 of Part II of
this document. Paragraph 2 of Part II of this document sets out the sections of
the Prospectus which are incorporated by reference into this document.
PART I
LETTER FROM THE CHAIRMAN OF BARRATT
Barratt Developments PLC
(Incorporated and registered in England and Wales under the Companies Act 1948
with registered number 00604574)
Directors: Registered and Head Office:
Mark Clare (Group Chief Executive) Rotterdam House
Steven Boyes (Executive Director) 116 Quayside
Clive Fenton (Executive Director) Newcastle upon Tyne
Mark Pain (Group Finance Director) NE1 3DA
Charles Toner (Non-Executive Group Chairman)
Bob Davies (Non-Executive Director) Tel: +44 (0) 191 227 2000
Rod MacEachrane (Non-Executive Director)
Michael Pescod (Non-Executive Director)
Bill Shannon (Non-Executive Director)
8 March 2007
Dear Shareholder,
RECOMMENDED CASH AND SHARE OFFER FOR WILSON BOWDEN
1. Introduction
On 5 February 2007, the Boards of Barratt and Wilson Bowden announced that they
had agreed the terms of a recommended cash and share offer to be made by Barratt
to acquire the entire issued and to be issued ordinary share capital of Wilson
Bowden. It is currently intended that the Acquisition will be implemented by way
of a scheme of arrangement under section 425 of the Companies Act and, subject
to the satisfaction, or, where appropriate, waiver, of the Conditions, it is
expected that the Acquisition will become Effective during the first half of
2007.
Owing to its size, the Acquisition requires the approval of Barratt Shareholders
and, accordingly, the Barratt Extraordinary General Meeting has been convened
for 2.30 p.m. on Tuesday 27 March 2007 at UBS Limited, 1 Finsbury Avenue, London
EC2M 2PP to consider and, if thought fit, approve the necessary Resolution to
implement the Acquisition. An explanation of the Resolution to be proposed at
the meeting is set out in paragraph 10 below. The Barratt Board unanimously
considers that the Resolution is in the best interests of the Company and
recommends that Barratt Shareholders vote in favour of the Resolution.
I am writing to give you further details of the Acquisition, including the
background to and reasons for it, to explain why the Barratt Board considers it
to be in the best interests of Barratt and to seek your approval of the
Resolution. Accompanying this document is the Prospectus prepared in accordance
with the Prospectus Rules, which contains further details of the Acquisition.
2. Summary of the Terms of the Acquisition
Pursuant to the Acquisition, which will be subject to the Conditions and the
full terms and conditions which are set out in the Scheme Document, Wilson
Bowden Shareholders will be entitled to receive:
for each Wilson Bowden Share 950 pence in cash and 1.0647 New
Barratt Shares
and so in proportion for any number of Wilson Bowden Shares held.
The recommended cash and share Acquisition:
• values each Wilson Bowden Share at 2,129 pence after taking account of
the Barratt interim dividend of 11.38 pence, to which Wilson Bowden Shareholders
will not be entitled in respect of their New Barratt Shares;1
• values Wilson Bowden's issued and to be issued ordinary share capital
at approximately £2.1 billion;
• represents a premium of approximately 16 per cent. to the Closing Price
of a Wilson Bowden Share of 1,831 pence on 24 November 2006, the last Business
Day before Wilson Bowden announced that it was in preliminary discussions which
may or may not lead to an offer for Wilson Bowden; and
• represents a premium of approximately 54 per cent. to the Closing Price
of a Wilson Bowden Share of 1,380 pence on 14 July 2006, the Closing Price
immediately prior to the announcement that Wilson Bowden was aware that an
independent review of the Wilson Family holdings in Wilson Bowden was being
conducted. Over the same period, Barratt's share price has increased by 23 per
cent.,
in each case based on the Closing Price of a Barratt Share of 1,119 pence on 5
March 2007, the last practicable date before publication of this document.
Wilson Bowden Shareholders (other than certain Overseas Shareholders) may elect
to vary the proportions of New Barratt Shares and cash they receive in respect
of their Wilson Bowden Shares under the Mix and Match Facility being made
available. However, the maximum number of New Barratt Shares that will be issued
and the maximum amount of cash that will be paid under the Acquisition will not
be varied as a result of elections made under the Mix and Match Facility, save
where required to accommodate rounding of individual entitlements to the nearest
whole number of New Barratt Shares. Accordingly, Barratt's ability to satisfy
elections made under the Mix and Match Facility by Wilson Bowden Shareholders
will depend on other electors making offsetting elections. A Loan Note
Alternative is also being made available to Wilson Bowden Shareholders (other
than Wilson Bowden Shareholders in the United States and certain other Overseas
Shareholders) enabling them to take Loan Notes instead of all or part of the
cash to which they would otherwise be entitled, including cash entitlements
under the Mix and Match Facility. Further details of the Mix and Match Facility
and the Loan Note Alternative are set out in the Prospectus and the Scheme
Document.
Subject to the Acquisition becoming Effective, Wilson Bowden Shareholders will
not be entitled to any final dividend in respect of the Wilson Bowden Shares for
the full year ended 31 December 2006.
Immediately following the Effective Date, assuming that the maximum number of
New Barratt Shares to be issued pursuant to the Acquisition had been issued by
that time, it is expected that Barratt Shareholders will own approximately 70
per cent., and Wilson Bowden Shareholders will own approximately 30 per cent.,
of Barratt's enlarged issued share capital.
-----
Note:
(1) The value for each Wilson Bowden Share is calculated after adjusting the value of Barratt Shares to
reflect the Barratt interim dividend of 11.38 pence to which holders of Wilson Bowden Shares will not be entitled. Prior
to this adjustment, the terms of the Acquisition would value each Wilson Bowden Share at 2,141 pence.
The New Barratt Shares will be issued credited as fully paid and will rank pari
passu in all respects with the Barratt Shares in issue at the time the New
Barratt Shares are issued pursuant to the Acquisition, including the right to
receive and retain dividends and other distributions declared, made or paid by
reference to a record date falling after the Effective Date. The New Barratt
Shares will not therefore rank for the interim dividend in respect of the half
year ended 31 December 2006 but should rank for any dividend in respect of the
full year ending 30 June 2007. The Barratt Board has resolved to pay, on 25 May
2007, an interim dividend of 11.38 pence in respect of the six months ended 31
December 2006 to Barratt Shareholders on the register on 30 March 2007.
Applications will be made to the UKLA for the New Barratt Shares to be admitted
to the Official List and to the London Stock Exchange for the New Barratt Shares
to be admitted to trading on the London Stock Exchange's main market for listed
securities.
Any new Wilson Bowden Shares issued to Barratt or its nominee(s) pursuant to the
Scheme will be issued fully paid and free from all liens, charges, equitable
interests, encumbrances and rights of pre-emption and any other interests of any
nature whatsoever and together with all rights attaching thereto. In the event
that the Acquisition is to be implemented by means of the Offer, the Wilson
Bowden Shares will be acquired pursuant to the Offer on the same basis.
3.1 Barratt Group
The Barratt Group has been building homes since 1958 and has 33 operating
divisions throughout England, Scotland and Wales. Barratt is the parent of a
group of companies serving substantially all sectors of the market in Great
Britain creating high quality homes for sale, rent and shared ownership, often
working together with local authorities, housing associations and others. The
Barratt Group was a pioneer in inner-city regeneration and is a leading
participant in brownfield development in Great Britain.
For the year ended 30 June 2006, the Barratt Group reported turnover of £2,431
million and pre-tax profit of £391 million. The Barratt Group effected 14,601
completions at an average selling price of £165,800 in that period.
As set out in the unaudited interim financial information relating to Barratt
for the six months ended 31 December 2006, the Barratt Group generated £180.2m
profit before tax for that period. As at 31 December 2006, the Barratt Group's
net assets stood at £1,625.0m, net debt was £226.7m and average gearing was 17
per cent. for this period. As at 31 December 2006, the Barratt Group had a land
bank of 70,5001 plots (including 8,000 plots agreed but subject to contract),
equating to 4.8 years' worth of supply at 2005/06 volumes2.
Investors should read the whole of this document and the sections of the
Prospectus listed in paragraph 2 of Part II of this document and not rely solely
on summarised financial information in this section.
3.2 Wilson Bowden Group
Wilson Bowden is the parent of a group of companies engaged in residential and
commercial property development in Great Britain. Wilson Bowden's residential
development expertise ranges from apartments for town and city dwellers, through
smaller traditional homes to five and six bedroom executive homes. Wilson
Bowden's commercial property development skills are in the creation of offices,
industrial parks, retail and mixed use schemes.
For the year ended 31 December 2006, the Wilson Bowden Group reported turnover
of £1,331.4 million and pre-tax profit of £220.5 million. During this period the
Wilson Bowden Group's total residential completions amounted to 5,486
completions at an average selling price of £204,600 (excluding serviced land
sales).3
Investors should read the whole of this document and the sections of the
Prospectus listed in paragraph 2 of Part II of this document and not rely solely
on summarised financial information in this section.
4. Background to, and reasons for, the Acquisition
-----
Notes:
(1) This figure is made up of 62,500 owned or contracted plots and 8,000 subject to contract.
(2) Figures in this paragraph are based on Barratt's unaudited interim financial information for the six months ended
31 December 2006.
(3) Figures in this paragraph are based on Wilson Bowden's audited financial information for the year ended 31 December
2006.
On 14 July 2006, Wilson Bowden announced that it was aware that an independent
review of the Wilson Family holdings in Wilson Bowden was being conducted. In
November 2006, the Wilson Bowden Board commenced a formal process to assess the
interest of a number of parties in Wilson Bowden and, following press
speculation, Wilson Bowden announced on 26 November 2006 that it was in
preliminary discussions with a number of parties regarding a possible offer for
Wilson Bowden. The Acquisition announced on 5 February 2007 represented the
culmination of that process.
The Barratt Board believes that the Acquisition has compelling strategic and
financial logic for both Barratt and Wilson Bowden and that it represents an
attractive opportunity to deliver enhanced value for both the existing Barratt
Shareholders and, through the share element of the consideration, for the Wilson
Bowden Shareholders. The Enlarged Group will be positioned as one of the UK's
leading house builders with home building activities distributed across the UK
mainland, providing a strong base for future growth. For the year to 30 June
2006, the Enlarged Group would have had combined completions of 19,7024.
The principal benefits of the Acquisition include:
• Highly complementary geographic fit
Barratt initially operated in the North of England and has
subsequently expanded in the South of England. The Wilson Bowden Group is well
represented in the Midlands, and Barratt estimates that around 45 per cent. of
Wilson Bowden's sales were generated in this region in the year to 31 December
2005. The Enlarged Group will benefit from a better balanced regional profile,
with house building activities distributed between the South of England, the
Midlands, the North of England, Scotland and Wales, the main focus of which will
be the South of England (which Barratt estimates would have been 46 per cent. of
sales in respect of the year to 30 June 2006) and the Midlands (which Barratt
estimates would have been 28 per cent. of sales in the same period).
In the year to 30 June 2006, the Barratt Group's sales were
distributed as follows: 52 per cent. in the South of England, 20 per cent. in
the Midlands, 20 per cent. in the North of England and 8 per cent. in Scotland.
For the same period, Barratt estimates that the Wilson Bowden Group's sales were
distributed as follows: 35 per cent. in the South of England, 45 per cent. in
the Midlands, 15 per cent. in the North of England and 5 per cent. in Scotland.
Barratt estimates that the combined group sales distribution for the year ended
30 June 2006 would have been 46 per cent. in the South of England, 28 per cent.
in the Midlands, 18 per cent. in the North of England and 7 per cent. in
Scotland.
• Greater flexibility from an expanded strategic and consented landbank
-----
Notes:
(4) Based on legal completions of 14,601 for the Barratt Group and 5,101 for the Wilson Bowden Group for the year ended
30 June 2006.
(5) As at 31 December 2006, the Barratt Group's land bank comprised 70,500 plots. As at 30 June 2006, the Wilson Bowden
Group's land bank comprised 33,057 plots.
(6) This figure consists of 70,500 Barratt Group plots, of which 8,000 are subject to contract and 62,500 are owned and
contracted and 33,057 Wilson Bowden Group plots, of which 13,105 are subject to contract and 19,952 are owned and
contracted.
Based on Barratt's unaudited interim results for the six months ended
31 December 2006 and Wilson Bowden's unaudited interim results for the six
months ended 30 June 20065, the Enlarged Group would have had a pro forma
combined land bank of 103,5576 plots and a strategic land bank of approximately
12,600 acres. Based on the pro forma volume for the year to 30 June 2006, the
Enlarged Group's land bank would have represented approximately 5.3 years' worth
of supply. In addition, the acquisition of Wilson Bowden will provide Barratt
with strategic land purchasing expertise and the opportunity to increase the
Enlarged Group's strategic land bank. It is the Barratt Board's intention to
continue to invest in land purchases to drive organic growth. As a result, it is
not envisaged that there will be any significant reduction in the aggregate
level of land which the two businesses purchase.
• Synergies
It is expected that the scale of the combined house building
operations will lead to material synergies. Annualised synergy savings of at
least £45 million are expected to be delivered in the second full financial year
after the Acquisition becomes Effective.7 One-off implementation costs of £35
million are expected to be incurred in realising these synergies. Following the
Effective Date, Barratt intends to undertake a detailed review of all of the
assets of the Wilson Bowden Group.
• Full range house building product offering
The Enlarged Group's product offering will span the breadth of the
house building market in the UK, from social housing within the Barratt Group's
and Wilson Bowden Group's existing operations to the upmarket housing offered
under the well-respected David Wilson Homes premium brand.
The Barratt Group's product offering covers a wide range of homes from
the iPad (affordable homes for first time buyers), to large four and five
bedroom executive homes, to distinctive large city apartment complexes. The
Wilson Bowden Group's product range comprises similar products, but with greater
strength in detached and semi-detached family homes, focusing on the premium end
of the market, with a reputation for high quality.
The combination of the two groups is expected to deliver an increased
exposure to the premium end of the market through the Wilson Bowden Group's
higher average selling price. In the year to 30 June 2006, the average combined
selling price (excluding serviced land sales) for the Enlarged Group would have
been around £175,400 compared with figures for Barratt of £165,800 and for
Wilson Bowden of £203,100, in respect of the same period. By increasing the
average selling price through greater access to the premium end of the market,
it is expected that greater value will be extracted from the existing land bank
and future development opportunities.
• Expanded commercial development capacity
As well as its more traditional house building activities, Barratt
also seeks to develop commercial and mixed use sites in large edge of town
centre projects. Wilson Bowden has a significant number of large mixed use
opportunities as well as offices, industrial parks and various retail
developments. The combination of the two groups is expected to enable the
Enlarged Group to bid for an increased number of large mixed use developments.
• Creation of a 'best in class' management team
It is Barratt's intention to offer jobs in the combined business to
the people who are best suited to them, in order to create a 'best in class'
management team.
5. Financial Effects of the Acquisition
-----
Note:
(7) The expected synergies have been calculated by Barratt on the basis of the existing and projected cost and
operating structures of Barratt and Barratt's estimate of the existing and projected cost and operating structures of
Wilson Bowden. Statements of estimated synergies relate to future actions and circumstances which, by their nature,
involve risks, uncertainties, contingencies and other factors. As a result, the synergies referred to may not be
achieved, or those achieved may be materially different from those estimated.
On a pro forma basis and assuming the Acquisition had become Effective on 31
December 2006, the Enlarged Group would have had net assets of £2,764.1 million
(based on the net assets of the Barratt Group and the Wilson Bowden Group as at
31 December 2006) as more fully described in Part IX of the Prospectus which is
incorporated by reference into this document.
The Acquisition is expected to be earnings enhancing in the first full year
following the Effective Date.8
As at the close of business on 5 March 2007, the latest practicable date before
the publication of this document, the Enlarged Group would have had a combined
market capitalisation of £3.9 billion.
6. Management and Employees
The combination of Barratt and Wilson Bowden will offer Wilson Bowden Group
employees exciting career prospects. Wilson Bowden Group management and
employees will benefit under Barratt's proposal from a large operating platform
and a business of greater size and scope. It is Barratt's intention to offer
jobs in the combined business to the people who are best suited to them,
regardless of whether they are currently employed by Barratt or Wilson Bowden.
Further, Barratt has confirmed that, following the Acquisition, the existing
employment rights, including existing pension rights, of all Wilson Bowden Group
employees will be fully safeguarded.
7. Irrevocable Undertakings
Barratt has received irrevocable undertakings to vote in favour of the Scheme
(or, if applicable, to accept the Offer) in respect of a total of 35,692,502
Wilson Bowden Shares, representing in aggregate approximately 37.79 per cent. of
Wilson Bowden's existing issued share capital, further details of which are set
out below.
The Wilson Bowden Directors who hold Wilson Bowden Shares (including David
Wilson)10 have irrevocably undertaken to vote in favour of the Scheme (or, if
applicable, to accept the Offer), in respect of their own beneficial holdings
totalling 19,366,827 Wilson Bowden Shares, representing in aggregate
approximately 20.5 per cent. of Wilson Bowden's issued share capital. These
irrevocable undertakings continue to be binding in the event of a higher offer
being made for Wilson Bowden but cease to be binding:
• in the event that Barratt determines to implement the Acquisition
pursuant to the Scheme, if the Scheme terminates or lapses in accordance with
its terms or otherwise becomes incapable of ever becoming Effective, provided
that Barratt has not, within seven days of the Scheme having so terminated or
lapsed, announced in accordance with Rule 2.5 of the City Code, that it intends
to implement the Acquisition instead by way of the Offer; and
• in the event that Barratt determines to implement the Acquisition
pursuant to the Offer, if the Offer is withdrawn by Barratt (with the consent of
the Panel if required) or lapses.
Certain members of the Wilson Family (other than David Wilson and the trustees
of certain Wilson Family trusts)11 have irrevocably undertaken to vote in favour
of the Scheme (or, if applicable, to accept the Offer) in respect of in total
4,137,604 Wilson Bowden Shares, representing in aggregate approximately 4.4 per
cent. of Wilson Bowden's issued share capital. These irrevocable undertakings
continue to be binding in the event of a higher offer being made for Wilson
Bowden but cease to be binding in the same circumstances in which the
irrevocable undertakings given by the Wilson Bowden Directors cease to be
binding.
-----
Notes:
(8) This statement should not be taken to imply that the earnings of Barratt for the year ending 30 June 2008
(assuming the Effective Date is on or prior to 30 June 2007) will be higher than the previous year.
(9) The percentages do not add up due to rounding.
(10) The signatories to these irrevocable undertakings are David Wilson (and City & Walbrook (Lowesby) Limited, a
company wholly owned by David Wilson), Ian Robertson, Nicholas Richardson and Antony Portno.
(11) The signatories to these irrevocable undertakings are Laura Wilson, Mrs KM Wilson, Anthony Wagstaff and Jillian
Wagstaff.
(12) The signatories to these irrevocable undertakings are DW Wilson 1974 Foreign Trust, AH Wilson 1974 Settlement,
Wilson Deed of Family Arrangement, DW Wilson 1992 Grandchildren's A&M Settlement, Western Range Executive Pension
Scheme, DW Wilson 1991 Accumulation Trust for RWH Wilson, DW Wilson 1991 Accumulation Trust for REC Wilson, David Wilson
Foundation, DW Wilson 1987 Discretionary Settlement, DW Wilson 1991 Trust re Thurcaston Park and Wagstaff Deed of Family
Arrangement.
The trustees of certain Wilson Family trusts12 have undertaken to vote in favour
of the Scheme (or, as the case may be, to accept the Offer) in respect of a
total of 12,188,071 Wilson Bowden Shares, representing in aggregate
approximately 12.9 per cent. of the existing issued share capital of Wilson
Bowden. These irrevocable undertakings would have ceased to be binding in
certain circumstances which are no longer applicable (as described in paragraph
7 of Part I of the Prospectus) and will now only cease to be binding in the same
circumstances in which the irrevocable undertakings given by the Wilson Bowden
Directors cease to be binding.
8. Mutual Break Fee Letter
Wilson Bowden has entered into an agreement with Barratt under which Wilson
Bowden has undertaken, among other things, to pay Barratt £21.24 million
(together with an amount in respect of VAT to the extent recoverable by Wilson
Bowden or a member of the Wilson Bowden Group which is in the same group for VAT
purposes) if, in summary: (i) the Wilson Bowden Directors withdraw, qualify or
adversely modify their unanimous and unqualified recommendation that Wilson
Bowden Shareholders vote in favour of the necessary resolutions to implement the
Scheme (or, as applicable, accept the Offer), or agree or resolve to recommend
an Alternative Proposal; or (ii) any Alternative Proposal becomes or is declared
unconditional in all respects or is otherwise completed.
Barratt has agreed to pay to Wilson Bowden £21.24 million (together with an
amount of VAT to the extent recoverable by Barratt or a member of the Barratt
Group which is in the same group for VAT purposes) if the Barratt Directors
withdraw or adversely modify their unanimous recommendation that Barratt
Shareholders vote in favour of the necessary resolution to implement the
Acquisition and, if the Barratt Extraordinary General Meeting is then held, the
necessary resolution to implement the Acquisition is not passed thereat.
9. Implementation of the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement between Wilson Bowden and its
shareholders under section 425 of the Companies Act (although Barratt and Wilson
Bowden have agreed that Barratt may, if it so determines in its absolute
discretion, instead effect the Acquisition by way of the Offer). The Scheme will
involve an application by Wilson Bowden to the Court to sanction the Scheme.
Upon the Scheme becoming Effective, Barratt will become the owner of the whole
of the issued ordinary share capital of Wilson Bowden.
To become Effective, the Scheme will require, among other things, the approval
at the Scheme Meeting of the resolution proposed at the Scheme Meeting by a
majority in number of the holders of Wilson Bowden Shares present and voting,
either in person or by proxy, representing not less than three-fourths in value
of such Wilson Bowden Shares held by such holders and the passing of the
resolutions necessary to implement the Scheme at the Wilson Bowden Extraordinary
General Meeting. Following the Wilson Bowden Extraordinary General Meeting and
the Scheme Meeting and the satisfaction (or, where applicable, waiver) of the
other Conditions, the Scheme must also be sanctioned by the Court and the
associated Capital Reduction must be confirmed by the Court, in each case at the
relevant Court Hearing.
The formal documentation setting out details of the Acquisition, including the
Scheme Document setting out the procedures to be followed to approve the Scheme
and the Prospectus relating to Barratt and the New Barratt Shares, is being
posted to Wilson Bowden Shareholders (other than certain Overseas Shareholders)
today.
10. Barratt Extraordinary General Meeting and the Resolution
The notice convening the Barratt Extraordinary General Meeting, at which the
Resolution will be proposed, is set out at the end of this document. The full
text of the Resolution is set out in the notice.
The implementation of the Acquisition is conditional upon the passing of the
Resolution set out in the notice.
The Resolution
The Resolution will be proposed as an ordinary resolution requiring a simple
majority of votes in favour. The Acquisition will not proceed if this Resolution
is not passed.
The Resolution proposes that:
• the Acquisition be approved and the Barratt Directors be authorised
to implement the Acquisition;
• the authorised share capital of the Company be increased from
£30,000,000 to £40,285,000 Barratt Shares by the creation of 102,850,000 Barratt
Shares. This number of Barratt Shares represents an increase of approximately 34
per cent. of the authorised share capital of Barratt as at 5 March 2007, the
latest practicable date prior to publication of this document, and approximately
26 per cent. of the enlarged authorised share capital of Barratt. The purpose of
this authority is to enable the Company to allot the New Barratt Shares in
connection with the Acquisition and to retain sufficient headroom for its
purposes generally. If this Resolution is passed, and the Acquisition proceeds,
on the Effective Date there will be 56,288,483 authorised but unissued Barratt
Shares (assuming that: (1) the maximum number of 102,850,000 New Barratt Shares
is issued pursuant to the Acquisition; and (2) no further Barratt Shares are
issued in the period from the publication of this document to the Effective
Date); and
• the Barratt Directors be authorised to allot Barratt Shares in
connection with the Acquisition up to an aggregate nominal amount of £10,285,000
(representing, in aggregate, 102,850,000 New Barratt Shares). This authority
will expire on the fifth anniversary of the passing of the Resolution and is in
addition to any subsisting authorities to allot shares in Barratt. These New
Barratt Shares represent approximately 42 per cent. of the issued share capital
of the Company as at 5 March 2007, the latest practicable date before the
publication of this document, and approximately 30 per cent. of the enlarged
issued share capital of the Company immediately following the Effective Date
(assuming in each case that: (1) the maximum number of 102,850,000 New Barratt
Shares is issued pursuant to the Acquisition; and (2) no further Barratt Shares
are issued in the period from publication of this document to the Effective
Date).
11. Action to be taken
You will find enclosed with this document a Form of Proxy for use at the Barratt
Extraordinary General Meeting. You are requested to complete and sign the Form
of Proxy whether or not you propose to attend the Barratt Extraordinary General
Meeting in person in accordance with the instructions printed on it and return
it as soon as possible, but in any event so as to be received no later than 8.30
a.m. on Monday 26 March 2007, by the registrars, Capita Registrars, at the Proxy
Processing Centre, Telford Road, Bicester OX26 4LD or by hand or courier to The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
CREST members may also choose to utilise the CREST voting service in accordance
with the procedures set out in the notice convening the Barratt Extraordinary
General Meeting at the end of this document. The lodging of the Form of Proxy
(or the electronic appointment of a proxy) will not preclude you from attending
and voting at the meeting in person if you so wish.
12. Further Information
Your attention is drawn to the further information set out in Part II of this
document. You should also read the sections of the Prospectus listed in
paragraph 2 of Part II and, in particular, the risk factors set out in the
section headed 'Risk Factors' on pages 11 to 18 of the Prospectus.
13. Recommendation
The Barratt Board, which has received financial advice from UBS, considers that
the Acquisition is fair and reasonable. In providing advice to the Barratt
Board, UBS has relied upon the Barratt Board's commercial assessment of the
Acquisition.
The Barratt Board believes that the Resolution is in the best interests of
Barratt and Barratt Shareholders as a whole. Accordingly, the Barratt Board
unanimously recommends that Barratt Shareholders vote in favour of the
Resolution to be put to the Barratt Extraordinary General Meeting as they intend
to do in relation to their own individual holdings which amount in aggregate to
251,007 Barratt Shares, representing approximately 0.103 per cent. of the
existing issued share capital of Barratt as at 5 March 2007, the latest
practicable date prior to publication of this document.
Yours faithfully,
Charles Toner
Chairman
PART II
ADDITIONAL INFORMATION
1. Responsibility
The Barratt Directors, whose names are set out on page 5 of this document,
accept responsibility for the information contained in this document. To the
best of the knowledge and belief of the Barratt Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this document is in accordance with the facts and does not omit anything likely
to affect the import of such information.
2. Relevant Documentation
The following sections of the Prospectus (but not any information incorporated
therein by reference) are incorporated by reference into the Circular:
Sections of the Prospectus
incorporated by reference into Page Number
Information the Circular
Information on Barratt
Risk factors relating to Barratt's business Risk Factors 11
Trend information relating to the Barratt Group business Paragraph 5 of Part II 36
Details of the Barratt Directors' interests in Barratt Shares Paragraph 4 of Part XI 198
Service contracts of the Barratt Directors Paragraph 5.1 of Part XI 199
The major interests in Barratt Shares Paragraph 4 of Part XII 213
Related party transactions Sub-paragraph 7.1 of Part XII 221
Details of material contracts Sub-paragraph 8.1 of Part XII 221
Details of material litigation Paragraph 11 of Part XII 226
The significant change statement of Barratt Paragraph 14 of Part XII 228
Information on Wilson Bowden
Risk factors relating to Wilson Bowden's business Risk Factors 11
Trend information relating to Wilson Bowden's business Paragraph 5 of Part II 36
Historical Financial information relating to Wilson Bowden Part VIII 97
Details of material contracts Sub-paragraph 8.2 of Part XII 225
Details of material litigation Paragraph 11 of Part XII 226
The significant change statement of Wilson Bowden Paragraph 14 of Part XII 228
Unaudited Pro forma statement of net assets of the Enlarged
Group
Unaudited Pro forma statement of net assets of the Enlarged Part IX 190
Group
Accountant's report on the unaudited pro forma statement of the Part IX 190
net assets of the Enlarged Group
The Enlarged Group
Trend information relating to the Enlarged Group Paragraph 5 of Part II 36
General
Sources and Bases Paragraph 13 of Part XII 227
3. The New Barratt Shares
The New Barratt Shares will be issued credited as fully paid and will rank pari
passu in all respects with the Barratt Shares in issue at the time the New
Barratt Shares are delivered pursuant to the Acquisition, including the right to
receive and retain dividends and other distributions declared, made or paid by
reference to a record date falling after the Effective Date. The New Barratt
Shares will not however rank for the interim dividend in respect of the half
year ended 31 December 2006. The Barratt Board has resolved to pay, on 25 May
2007, an interim dividend of 11.38 pence per Barratt Share in respect of this
period to Barratt Shareholders on the register on 30 March 2007.
Application will be made to the FSA for the New Barratt Shares to be admitted to
the Official List, and will be made to the London Stock Exchange for the New
Barratt Shares to be admitted to trading on the London Stock Exchange's main
market for listed securities. It is expected that Admission will become
effective, and that dealings in the New Barratt Shares will commence, on the
Effective Date which, subject to the satisfaction of certain conditions,
including the sanction of the Scheme by the Court, is expected to occur on 26
April 2007.
Fractions of New Barratt Shares will not be allotted or issued pursuant to the
Scheme. Fractional entitlements to New Barratt Shares will be aggregated and
sold in the market and the net proceeds of sale will be distributed pro rata to
persons entitled thereto.
The New Barratt Shares will not be, and are not required to be, registered with
the SEC under the Securities Act, in reliance on the exemption from registration
requirements of the Securities Act provided by Section 3(a)(10) of that act.
The New Barratt Shares have not been, and will not be, registered under the
applicable laws of any Restricted Jurisdiction. Accordingly, the New Barratt
Shares may not be offered, sold, delivered or transferred, directly or
indirectly, in or into any Restricted Jurisdiction or to or for the account or
benefit of any other national, resident or citizen of any Restricted
Jurisdiction.
4. Working Capital
The Company is of the opinion that, taking account of available facilities, the
working capital available to the Enlarged Group is sufficient for its present
requirements, that is, for at least the next 12 months from the date of the
publication of this document.
5. Consents
UBS, whose address is 1 Finsbury Avenue, London EC2M 2PP has given and has not
withdrawn its written consent to the inclusion in this document of references to
its name in the form and context in which they appear.
PricewaterhouseCoopers LLP, whose address is 89 Sandyford Road, Newcastle upon
Tyne NE1 8HW, is a member firm of the Institute of Chartered Accountants in
England and Wales and has given and has not withdrawn its written consent to the
incorporation by reference in this document of its report set out in Part IX of
the Prospectus in the form and context in which it is included.
6. Documents Available for Inspection
Copies of all of the documents referred to in paragraph 18 of Part XII of the
Prospectus and the written consents referred to in paragraph 5 above will be
available for inspection at the following addresses during normal business hours
on each Business Day from the date of this document up to and including the date
of Admission:
(A) the registered office of the Company; and
(B) the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY.
Dated: 8 March 2007.
DEFINITIONS
The following definitions apply throughout this Circular unless the context
otherwise requires:
'Acquisition' means the proposed direct
acquisition by Barratt of the entire issued and to be issued share capital of
Wilson Bowden to be implemented by means of the Scheme, or, should Barratt so
elect, by means of the Offer;
'Admission' means the admission of the
New Barratt Shares to the Official List in accordance with the Listing Rules and
to trading on the London Stock Exchange's main market for listed securities in
accordance with the Admission and Disclosure Standards;
'Admission and Disclosure
Standards' means the requirements
contained in the publication 'Admission and Disclosure Standards' (as amended
from time to time) containing, among other things, the admission requirements to
be observed by companies seeking admission to trading on the London Stock
Exchange's main market for listed securities;
'Alternative Proposal' means an offer or possible offer
or proposal put forward by any third party which is not acting in concert with
Barratt in respect of or for all or a significant proportion (being in excess of
25 per cent. when aggregated with shares already held by the third party and
anyone acting in concert (as defined in the City Code) with it) of the entire
issued and to be issued share capital of Wilson Bowden or the sale or possible
sale of the whole or any substantial part of the assets of the Wilson Bowden
Group, or any other transaction which is otherwise inconsistent with
consummation of the Acquisition, in each case howsoever it is proposed that such
offer, proposal or transaction be implemented (whether legally binding or not
and whether or not pre-conditional);
'Barratt' or the 'Company' means Barratt Developments PLC,
registered in England and Wales (no. 00604574);
'Barratt Board' or 'Barratt Board
of Directors' means the board of Barratt
Directors;
'Barratt Directors' means the directors of
Barratt, and 'Barratt Director' means any one of them;
'Barratt Extraordinary General
Meeting' means the extraordinary
general meeting of Barratt to be held at 2.30 p.m. on Tuesday 27 March 2007 (and
any adjournment thereof) for the purposes of considering and, if thought fit,
approving the Resolution;
'Barratt Group' means Barratt and its
subsidiary undertakings;
'Barratt Shareholders' means holders of Barratt Shares;
'Barratt Shares' means ordinary shares of 10p
each in the capital of Barratt (including, if the context so requires, the New
Barratt Shares);
'Business Day' means any day on which banks
are generally open in England and Wales for the transaction of general banking
business, other than a Saturday or Sunday or a public holiday;
'Capital Reduction' means the proposed reduction of
share capital of Wilson Bowden pursuant to the Scheme;
'City Code' means the City Code on
Takeovers and Mergers issued from time to time by or on behalf of the Panel;
'Closing Price' means the closing middle
market price of a relevant share as derived from SEDOL;
'Companies Act' means the Companies Act 1985 (as
amended or re-enacted);
'Conditions' means the conditions to the
Acquisition as described in paragraph 8 of Part I of the Prospectus;
'Court' means the High Court of
Justice in England and Wales;
'Court Hearings' means the two separate hearings
by the Court of the petition to sanction the Scheme and/or to confirm the
cancellation and extinguishment of the Scheme Shares provided for by the Scheme
under section 137 of the Companies Act (and the re-registration of Wilson Bowden
as a private company under section 139 of the Companies Act);
'Court Orders' means the First Court Order
and the Second Court Order;
'CREST' means the relevant system (as
defined in the CREST Regulations) in respect of which CRESTCo is the operator
(as defined in the CREST Regulations);
'CRESTCo' means CRESTCo Limited, the
operator of CREST;
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001 No. 01/378), as amended;
'Effective' means, in the context of
the Acquisition:
(i) if the
Acquisition is implemented by way of the Scheme, the Scheme having become
effective pursuant to its terms; or
(ii) if the Acquisition is
implemented by way of the Offer, the Offer having been declared or become
unconditional in all respects in accordance with the requirements of the City
Code;
'Effective Date' means the date on which the
Acquisition becomes Effective;
'Enlarged Group' means, with effect from the
Effective Date, the combined Barratt Group and Wilson Bowden Group;
'Excluded Shares' means any Wilson Bowden Shares:
(i) beneficially owned by Barratt or any subsidiary undertaking of Barratt, or
(ii) held by Wilson Bowden in treasury, in each case, at the relevant time;
'First Court Order' means the order of the Court
sanctioning the Scheme under section 425 of the Companies Act;
'Form of Proxy' means the form of proxy
enclosed with this document, for use by Barratt Shareholders in connection with
the Barratt Extraordinary General Meeting;
'FSA' means the UK Financial
Services Authority;
'FSMA' means the Financial Services
and Markets Act 2000 (as amended);
'Listing Rules' means the rules and
regulations of the UKLA, as amended from time to time, and contained in the
UKLA's publication of the same name;
'Loan Note Alternative' means the option whereby Wilson
Bowden Shareholders (other than Wilson Bowden Shareholders in the United States
and certain other Overseas Shareholders) may elect to receive Loan Notes instead
of some or all of the cash consideration to which they would otherwise be
entitled under the Acquisition, including under the Mix and Match Facility;
'Loan Notes' means the floating rate loan
notes of Barratt to be issued pursuant to the Loan Note Alternative;
'London Stock Exchange' means London Stock Exchange plc,
together with any successors thereto;
'm' means millions;
'Mix and Match Facility' means the mix and match facility
under which Wilson Bowden Shareholders (other than certain Overseas
Shareholders) and certain participants in the Wilson Bowden Share Schemes may,
subject to availability, elect to vary the proportions of New Barratt Shares and
cash they will receive pursuant to the Acquisition;
'New Barratt Shares' means the Barratt Shares proposed
to be issued and credited as fully paid to Scheme Shareholders pursuant to the
Acquisition;
'Offer' means should the
Acquisition be implemented by way of a takeover offer as defined in Schedule 2
of the Takeovers Directive (Interim Implementation) Regulations 2006 or such
provisions of Chapter 3 of Part 28 of the Companies Act 2006 as may come into
force to replace Schedule 2 to such regulations, the recommended offer to be
made by or on behalf of Barratt to acquire the entire issued and to be issued
ordinary share capital of Wilson Bowden and, where the context admits, any
subsequent revision, variation, extension or renewal of such offer;
'Offer Document' means, should the Acquisition be
implemented by means of the Offer, the document to be sent to Wilson Bowden
Shareholders which will contain, inter alia, the terms and conditions of the
Offer;
'Official List' means the official list of
the UKLA;
'Overseas Shareholders' means Scheme Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions outside the
United Kingdom;
'Panel' means the Panel on
Takeovers and Mergers;
'Pounds', 'Pence', '£' and 'p' means the lawful currency of the
United Kingdom;
'Prospectus' means the prospectus prepared
by Barratt in connection with the New Barratt Shares published on the date of
this document;
'Prospectus Rules' means the rules for the purposes
of Part IV of FSMA in relation to the offers of securities to the pubic and the
admission of securities to trading on a regulated market;
'Registrar of Companies' means the Registrar of Companies in
England and Wales, within the meaning of the Companies Act;
'Reorganisation Record Time' means 6.00 p.m. on the date on which
the First Court Order is delivered to the Registrar of Companies for
registration;
'Resolution' means the resolution in
relation to the implementation and approval of the Acquisition to be proposed at
the Barratt Extraordinary General Meeting;
'Restricted Jurisdiction' means any jurisdiction where
either sending the Scheme Document or the Prospectus or issuing New Barratt
Shares or Loan Notes would violate the law of that jurisdiction;
'Scheme' means the proposed scheme of
arrangement under section 425 of the Companies Act between Wilson Bowden and the
Scheme Shareholders to implement the Acquisition with or subject to any
modification, addition or condition approved or imposed by the Court and/or
agreed by Barratt and Wilson Bowden;
'Scheme Document' means the document posted to Wilson
Bowden Shareholders proposing the Scheme;
'Scheme Meeting' means the meeting of the Scheme
Shareholders convened by order of the Court pursuant to section 425 of the
Companies Act to consider and, if thought fit, approve the Scheme, including any
adjournment thereof;
'Scheme Shareholders' means holders of Scheme Shares;
'Scheme Shares' means Wilson Bowden Shares which
are:
(i) in issue at the date of
the Scheme Document;
(ii) issued after the date
of the Scheme Document and before the Scheme Voting Record Time; and
(iii) issued at or after the
Scheme Voting Record Time and before the Reorganisation Record Time on terms
that the original or any subsequent holders thereof shall be bound by the Scheme
or in respect of which the holders thereof shall have agreed in writing to be
bound by the Scheme,
in each case other than
the Excluded Shares;
'Scheme Voting Record Time' means 6.00 p.m. on Sunday 1 April 2007
or, if the Scheme Meeting is adjourned, 6.00 p.m. on the second day before the
date of such adjourned meeting;
'SEC' means the US Securities and
Exchange Commission;
'Second Court Order' means the order of the Court
confirming the Capital Reduction and authorising the re-registration of Wilson
Bowden as a private company under section 139 of the Companies Act;
'Securities Act' means the United States
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder;
'SEDOL' means the London Stock
Exchange Daily Official List;
'UBS' means UBS Limited,
registered in England and Wales (No. 2035362);
'UKLA' means the UK Listing
Authority, being the FSA acting in its capacity as the competent authority for
listing under Part VI of FSMA;
'UK' or 'United Kingdom' means the United Kingdom of Great
Britain and Northern Ireland;
'US' or 'United States' or
'United States of America' means the United States of America,
its territories and possessions, any State of the United States and the District
of Columbia;
'Wilson Bowden' means Wilson Bowden plc,
registered in England and Wales (no. 02059194);
'Wilson Bowden Board' means the board of directors of
Wilson Bowden;
'Wilson Bowden Directors' means the directors of Wilson Bowden,
and 'Wilson Bowden Director' means any one of them;
'Wilson Bowden Extraordinary
General Meeting' means the extraordinary general
meeting of the Wilson Bowden Shareholders to be convened for the purposes of
considering and, if thought fit, approving certain resolutions in connection
with the Scheme, including any adjournment thereof;
'Wilson Bowden Group' means Wilson Bowden and its
subsidiaries and associated undertakings and, where the context admits, each of
them;
'Wilson Bowden Shareholders' means holders of Wilson Bowden Shares;
'Wilson Bowden Shares' means, prior to the Reorganisation
Record Time, ordinary shares of 10 pence in the capital of Wilson Bowden and,
after the Reorganisation Record Time, the shares in the capital of Wilson Bowden
into which such ordinary shares are sub-divided and reclassified and any such
shares not so sub-divided and reclassified;
'Wilson Bowden Share Schemes' means the Wilson Bowden plc Senior
Executive Share Option Scheme, the Wilson Bowden plc 2003 Savings Related Share
Option Scheme and the Wilson Bowden plc Performance Share Plan; and
'Wilson Family' means certain Wilson family
members (including David Wilson in his personal capacity as a shareholder) and
related family trusts.
Unless otherwise stated, all times referred to in this document are references
to London time.
All references to legislation in this document are to the legislation of England
and Wales unless the contrary is indicated. Any reference to any provision of
any legislation shall include any amendment, modification, re-enactment or
extension thereof.
For the purpose of this document, 'subsidiary', 'subsidiary undertaking', '
undertaking' and 'associated undertaking' have the meanings given by the
Companies Act.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
Barratt Developments PLC
(Incorporated and registered in England and Wales under the Companies Act 1948
with registered number 00604574)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Barratt
Developments PLC (the 'Company') will be held at 2.30 p.m. on Tuesday 27 March
2007 at UBS Limited, 1 Finsbury Avenue, London EC2M 2PP for the purpose of
considering and, if thought fit, passing the following resolution:
ORDINARY RESOLUTION
THAT:
(A) the proposed acquisition (the 'Acquisition') of Wilson Bowden plc ('
Wilson Bowden'), whether implemented by way of scheme of arrangement pursuant to
section 425 of the Companies Act 1985 of Wilson Bowden (the 'Scheme') or
takeover offer (the 'Offer') made by or on behalf of the Company for the entire
issued share capital of Wilson Bowden, substantially on the terms and subject to
the conditions set out in the announcement relating to the Acquisition issued by
the Company on 5 February 2007 (a copy of which is produced to the meeting and
signed for identification purposes by the chairman of the meeting) be and is
hereby approved and the directors of the Company (the 'Directors') (or any duly
constituted committee thereof) be authorised: (1) to take all such steps as may
be necessary or desirable in connection with, and to implement, the Acquisition;
and (2) to agree such modifications, variations, revisions, waivers or
amendments to the terms and conditions of the Acquisition (provided such
modifications, variations, revisions, waivers or amendments are not material),
and to any documents relating thereto, in either such case as they may in their
absolute discretion think fit;
(B) subject further to the Scheme becoming or being declared wholly
unconditional (save for the delivery of the orders of the High Court of Justice
in England and Wales sanctioning the Scheme and confirming the reduction of
capital of Wilson Bowden to the Registrar of Companies in England and Wales (the
'Court Sanction'), the registration of the order confirming the reduction of
capital of Wilson Bowden by the Registrar of Companies in England and Wales (the
'Registration'), and the admission of the ordinary shares of nominal value of 10
pence each to be issued in connection with the Acquisition to the Official List
of the UK Listing Authority and to trading on the main market of the London
Stock Exchange (the 'Admission')), or, as the case may be, the Offer becoming or
being declared wholly unconditional (save only for Admission), the authorised
share capital of the Company be and is hereby increased from £30,000,000 to
£40,285,000 by the creation of 102,850,000 new ordinary shares of nominal value
of 10 pence each in the Company; and
(C) subject further to the Scheme becoming or being declared wholly
unconditional (save for the Court Sanction, Registration and Admission), or, as
the case may be, the Offer becoming or being declared wholly unconditional (save
only for Admission), pursuant to section 80 of the Companies Act 1985, and in
addition to any previously existing authority conferred upon the Directors under
that section, the Directors be and are hereby authorised unconditionally to
allot relevant securities (as defined in the said section 80) in connection with
the Acquisition up to an aggregate nominal amount of £10,285,000, which
authority shall expire on the fifth anniversary of the passing of this
resolution, save that the Company may allot relevant securities in connection
with the Acquisition pursuant to any agreement entered into at any time prior to
the fifth anniversary of the passing of this resolution (whether before or after
the passing of this resolution) which would or might require relevant securities
to be allotted after such expiry and the Directors may allot relevant securities
in pursuance of such agreement as if the authority conferred hereby had not
expired.
By order of the Board
L Dent
Company Secretary
8 March 2007
Registered No: 00604574 Registered office: Rotterdam House, 116
Quayside, Newcastle upon Tyne NE1 3DA.
Notes:
1. Any member entitled to attend and vote at the meeting is entitled to
appoint a proxy to attend and, on a poll, to vote instead of the member. A proxy
need not be a member of the Company.
2. To be valid, the Form of Proxy and the power of attorney or other authority
(if any) under which it is signed, or a notarially certified copy of such power
or authority, must be deposited with the Company's registrars, Capita
Registrars, at the Proxy Processing Centre, Telford Road, Bicester OX26 4LD
before 8.30 a.m. on Monday 26 March 2007. You may also deliver by hand, or by
courier, to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, only those shareholders registered at 6.00 p.m. on Monday 26 March 2007
will be entitled to attend and vote at the meeting in respect of the numbers of
shares registered in their names at that time. Subsequent changes to the
register will be disregarded in determining the rights of any person to attend
and vote at the meeting.
4. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the purpose of this meeting
and any adjournment(s) thereof by using the procedures described in the CREST
Reference Manual. CREST personal members or other CREST sponsored members who
have appointed a voting service provider(s) should refer to their CREST sponsor
or voting service provider(s), who will be able to take the appropriate action
on their behalf.
5. The completion and return of a Form of Proxy will not prevent any member
from attending the meeting and voting in person.
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