Taylor Woodrow PLC
12 January 2001
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan
Taylor Woodrow plc
Further re. possible offer for Bryant Group plc
Taylor Woodrow is disappointed by the announcement made by the Board of Bryant
Group plc rejecting Taylor Woodrow's approach earlier today, which Taylor
Woodrow believes to be against the best interests of Bryant's shareholders.
Subject to the fulfilment of certain pre-conditions, Taylor Woodrow announces
that it would be prepared to make an offer of:
55p in cash plus
0.8 new Taylor Woodrow shares
for each Bryant share
This represents a significant increase in the cash element of Taylor Woodrow's
proposed offer compared to that announced on 11th January, 2001. The terms
value each Bryant share at approximately 200p per share, a premium of over 22%
to the Bryant share price (based on Bryant's and Taylor Woodrow's closing
share prices of 163.5p and 181.5p, respectively, on 10th January, 2001, the
day prior to the announcement of Taylor Woodrow's approach to Bryant earlier
this week).
The offer would value the current issued share capital of Bryant at
approximately £537m, just over £147m of which would be satisfied in cash,
which compares with the significant deferral of cash under the Domus merger.
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
£10-15m per annum are achievable.
The pre-conditions to the making of an offer remain:
- the offer by Bryant for Beazer not being completed;
- confirmation from the Board of Bryant that, having been so
advised, they will recommend Bryant shareholders to accept
the Taylor Woodrow offer and such recommendation not being
withdrawn; and
- satisfactory completion of a focussed 2 to 3 day due
diligence review, the outline scope of which has already
been provided to Bryant.
The pre-conditions can be waived at the discretion of Taylor Woodrow. There
can be no certainty that any such offer will be made even if the pre-
conditions are met.
Taylor Woodrow believes its offer would represent a significant increase in
value to Bryant shareholders when compared with the proposed merger between
Bryant and Beazer to form Domus.
Keith Egerton, Group Chief Executive of Taylor Woodrow, said:
'2000 has been an excellent year for Taylor Woodrow. The offer that has been
proposed would be a significant step in our strategy to grow our UK housing
business. A partnership with Bryant would be a good strategic fit and a
powerful force in the sector. We do not understand why Bryant will not talk
to us - we are ready and waiting.
'Taylor Woodrow has over a period of months requested discussions with the
Board of Bryant, and a limited amount of due diligence information upon which
to confirm its possible offer. Regrettably, the Board of Bryant has
consistently refused to enter into discussions or provide any information.
'Taylor Woodrow continues to believe that dialogue is in the best interests of
the shareholders of both parties.'
Enquiries:
Tony McGarahan, Director of Corporate Relations, 020 7638 9571
Taylor Woodrow plc
on 12th January, 2001 at Citigate Dewe Rogerson
or mobile 07796 276342
Martin Jackson, Citigate Dewe Rogerson 020 7638 9571
ABN AMRO Corporate Finance Limited, which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is acting for Taylor Woodrow
and no-one else in connection with the offer and will not be responsible to
anyone other than Taylor Woodrow for providing the protections afforded to
customers of ABN AMRO Corporate Finance Limited or for giving advice in
relation to the offer.
ABN AMRO Corporate Finance Limited has authorised the issue of this
announcement solely for the purposes of section 57 of the Financial Services
Act 1986.
This announcement does not constitute an offer or an invitation to purchase
any securities.
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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