Information  X 
Enter a valid email address

Wilson Bowden Plc (WLB)

  Print      Mail a friend       Annual reports

Wednesday 25 April, 2007

Wilson Bowden Plc

Scheme of arrangement

Wilson Bowden Plc
25 April 2007

For immediate release

Not for release, publication or distribution in or into Australia, Canada or
Japan.





                                 25 April 2007



                  Recommended acquisition of Wilson Bowden plc

                          by Barratt Developments PLC



                        Scheme of Arrangement Effective



Wilson Bowden plc ('Wilson Bowden' or the 'Company') announces that the Capital
Reduction comprised within the proposed scheme of arrangement under section 425
of the Companies Act 1985 (the 'Scheme') to effect the acquisition of the
Company by Barratt Developments PLC ('Barratt') has today been confirmed by the
Court.  The Scheme is expected to become Effective on 26 April 2007 upon the
registration by the Registrar of Companies of an office copy of the Court Order
confirming the Capital Reduction.



The listing of the Ordinary Shares of the Company on the Official List of the UK
Listing Authority and the trading of such shares on the London Stock Exchange's
main market for listed securities will be cancelled at Wilson Bowden's request,
with effect from 8.00 a.m. on Thursday 26 April 2007.



Capitalised terms used, but not defined, in this announcement have the meaning
given to them in the circular in relation to the Scheme posted to Wilson Bowden
Shareholders on 8 March 2007.



The expected timetable of remaining events is as follows:


Effective Date of the Scheme                                                           26 April 2007
Commencement of dealings in New Barratt Shares on the London Stock  8.00 a.m.          26 April 2007
Exchange









Enquiries:

Wilson Bowden plc
Tel: +44 (0) 1530 260777

Ian Robertson


HSBC Bank plc

(financial adviser to Wilson Bowden)
Tel: +44 (0) 20 7991 8888

Charles Packshaw
Simon Cloke
Nick McCarthy


Bridgewell

(joint-broker to Wilson Bowden)
Tel: +44 (0) 20 7003 3000

Ben Money-Coutts


Morgan Stanley

(joint-broker to Wilson Bowden)
Tel: +44 (0) 20 7425 8000

Paul Baker
Alastair Cochran


Financial Dynamics

(PR adviser to Wilson Bowden)
Tel: +44 (0) 20 7831 3113

Jon Simmons
James Ottignon








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 information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                                                                                    

a d v e r t i s e m e n t