Exercise of Over-allotment Option

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN OR SWITZERLAND

For immediate release 28 February 2013

Crest Nicholson Holdings plc

Exercise of Over-allotment Option

Crest Nicholson Holdings plc ("Crest Nicholson" or the "Company") today confirms that, in connection with its initial public offering of ordinary shares (the "Offer"), Barclays Capital Securities Limited, as stabilising manager, has exercised the over-allotment option granted by Värde Investment Partners L.P. ("Värde"), Deutsche Bank AG, London Branch ("Deutsche Bank"), and Landesbank Berlin AG ("Landesbank") as over-allotment selling shareholders in respect of 10,223,568 ordinary shares in the Company (the "Over-allotment Shares"). The Over-allotment Shares will be sold at the offer price of 220 pence per share.

Including the exercise of the over-allotment option, the total size of the Offer was 112,459,264 ordinary shares, in total representing 44.7% of the 251,427,287 ordinary shares of the Company currently in issue. Following the exercise of the over-allotment option, Värde, Deutsche Bank and Landesbank will continue to own 32.1%, 10.6% and 2.0% of the ordinary shares in the Company, respectively.

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Important Notice

Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Hong Kong, Japan or Switzerland or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction. 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The initial public offering of 102,235,696 ordinary shares of the Company (the "Offer") and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The securities of the Company referenced herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under any securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.

This announcement has been issued by Crest Nicholson and is directed only at (i) persons who are outside the United Kingdom, or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order"), or (iii) persons who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc), or (iv) persons to whom this announcement may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Barclays Bank PLC, Barclays Capital Securities Limited, HSBC Bank plc and Numis Securities Ltd (the "Banks") and Lazard & Co. Limited ("Lazard") are each authorised and regulated in the UK by the Financial Services Authority (the "FSA") (or any successor bodies of the FSA from time to time). Each of the Banks and Lazard is acting exclusively for Crest Nicholson and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Crest Nicholson for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Banks, nor Lazard, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Crest Nicholson, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.