8th Mar 2007 17:42
Barratt Developments PLC08 March 2007 For immediate release Not for release, publication or distribution in or into Australia, Canada orJapan. 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") andBarratt Developments PLC ("Barratt") announced that they had reached agreementon the terms of a recommended cash and share offer by Barratt for the entireissued and to be issued share capital of Wilson Bowden (the "Acquisition"). TheAcquisition is being effected by means of a scheme of arrangement under section425 of the Companies Act 1985 (the "Scheme"). Further to that announcement, Wilson Bowden and Barratt now announce that thedocumentation in relation to the Acquisition is being posted today. WilsonBowden Shareholders (other than nationals, residents or citizens of Australia,Canada or Japan) will receive, amongst other documents, the Scheme Documentpublished by Wilson Bowden in connection with the Scheme, together with theprospectus published by Barratt in connection with the New Barratt Shares beingoffered pursuant to the Acquisition (the "Prospectus"). Barratt Shareholderswill receive, amongst other documents, the Barratt Shareholder Circular relatingto the Acquisition and a copy of the Prospectus. As described in the documentation, a Barratt Extraordinary General Meeting willbe held to allow the Barratt Shareholders to vote on the resolution required toimplement the Acquisition and two Wilson Bowden shareholder meetings, namely,the Scheme Meeting and the Wilson Bowden Extraordinary General Meeting whichwill be held to allow Wilson Bowden Shareholders to vote on the proposedresolution to implement the Acquisition by way of the Scheme. The key dates forthe Acquisition are as follows: Last time and day for lodging forms of proxy for the Barratt 8.30 a.m. 26 March 2007Extraordinary General MeetingBarratt Extraordinary General Meeting (1) 2:30 p.m. 27 March 2007Last time and day for lodging forms of proxy for: Scheme Meeting 10:00 a.m. 1 April 2007Wilson Bowden Extraordinary General Meeting 10:15 a.m. 1 April 2007Scheme Meeting (2) 10:00 a.m. 3 April 2007Wilson Bowden Extraordinary General Meeting (2) 10:15 a.m. 3 April 2007Last time and day for lodging form of election in respect of 11:00 a.m. 20 April 2007the Mix and Match facility and the Loan Note AlternativeFirst 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 SharesSecond 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 1Finsbury Avenue, London EC2M 2PP. (2) The Scheme Meeting and the Wilson Bowden Extraordinary General Meetingwill be held at the Ramada Hotel, Granby Street, Leicester LE1 6ES. (3) These dates are indicative only and will depend, inter alia, on thedates upon which the Court sanctions the Scheme and confirms the associatedCapital Reduction and whether the conditions are either satisfied or waived. Copies of each of the Scheme Document, Prospectus and the Barratt ShareholderCircular have been submitted to the UKLA and will shortly be available forviewing at the UKLA's Viewing Facility which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Copies of the Barratt Shareholder Circular, the Scheme Document and theProspectus will shortly be available for inspection by Barratt Shareholders atthe registered offices of Barratt Developments PLC, Rotterdam House, 116Quayside, Newcastle upon Tyne, NE1 3DA during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted). Copies of the BarrattShareholder Circular, the Scheme Document and the Prospectus are available forinspection at the offices of Slaughter and May, One Bunhill Row, London, EC1Y8YY during normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted). In addition, the Barratt Shareholder Circular is laid out infull below. Copies of the Scheme Document, and other ancillary documents as set out in theScheme Document, will shortly be available for inspection at the offices ofFreshfields Bruckhaus Deringer, 65 Fleet Street, London, EC4Y 1HS during normalbusiness hours on any weekday (Saturdays, Sundays and public holidays excepted). Unless stated otherwise, terms defined in the Prospectus shall have the samemeaning in this announcement. Enquiries: Barratt Developments PLC Wilson Bowden plcTel: +44 (0) 191 227 2000 Tel: +44 (0) 1530 260777 Charles Toner Ian RobertsonMark ClareMark 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 PackshawHugo 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-CouttsJohn 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 BakerChris Lynch Alastair CochranNick 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 noone else in connection with the Acquisition and will not be responsible toanyone other than Barratt for providing the protections afforded to the clientsof UBS nor for providing advice in relation to the Acquisition or any othermatter referred to herein. Credit Suisse is acting as joint-broker to Barratt in respect of theAcquisition, and no one else in connection with the Acquisition and will not beresponsible to anyone other than Barratt for providing the protections affordedto the clients of Credit Suisse nor for providing advice in relation to theAcquisition or any other matter referred to herein. HSBC, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Wilson Bowden in connection withthe Acquisition and will not be responsible to anyone other than Wilson Bowdenfor providing the protections afforded to the clients of HSBC nor for providingadvice 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 inconnection with the Acquisition and will not be responsible to anyone other thanWilson Bowden for providing the protections afforded to the clients ofBridgewell nor for providing advice in relation to the Acquisition or any othermatter referred to herein. Morgan Stanley is acting as joint-broker to Wilson Bowden, and no one else inconnection with the Acquisition and will not be responsible to anyone other thanWilson Bowden for providing the protections afforded to the clients of MorganStanley nor for providing advice in relation to the Acquisition or any othermatter referred to herein. Overseas Jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement 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 thesame as that which would have been disclosed if this announcement had beenprepared in accordance with the laws and regulations of any jurisdiction outsideof England. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or a solicitation of any vote orapproval in any jurisdiction. This announcement does not constitute a prospectusor a prospectus equivalent document. Wilson Bowden Shareholders are advised toread carefully the Scheme Document and the Prospectus. In particular, this announcement is not an offer of securities for sale in theUnited States and the New Barratt Shares, which will be issued in connectionwith the Acquisition, have not been, and will not be, registered under theSecurities Act or under the securities laws of any state, district or otherjurisdiction of the United States, Australia, Canada or Japan and no regulatoryclearance in respect of the New Barratt Shares has been, or will be, applied forin any jurisdiction other than the UK. The New Barratt Shares may not beoffered or sold in the United States absent registration under the SecuritiesAct or an exemption from registration. The New Barratt Shares will be issued inreliance upon the exemption from the registration requirements of the SecuritiesAct 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, theEffective Date will be subject to certain timing, manner of sale and volumerestrictions on the sale of the New Barratt Shares received in connection withthe Scheme. Unless Barratt otherwise determines, relevant clearances and registrations havenot 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 incompliance with applicable securities laws of any jurisdiction. The Loan Noteshave not been, nor will they be, registered under the Securities Act or underthe securities laws of any state, district or other jurisdiction of the UnitedStates and the Loan Notes are not being offered in, and may not be transferredinto, the United States. The Loan Notes may not (subject to certain limitedexceptions) be offered, sold, transferred or delivered, directly or indirectly,in any other jurisdiction (including, without limitation, in Australia, Canadaor Japan) where to do so would violate the laws of that jurisdiction or wouldrequire registration thereof in such jurisdiction. Notice to US Investors in Wilson Bowden: the Acquisition relates to the sharesof a UK company and is to be made by means of a scheme of arrangement providedfor under the laws of England and Wales. The Acquisition is subject to thedisclosure requirements and practices applicable in the United Kingdom toschemes of arrangement, which differ from the disclosure and other requirementsof US securities laws. Financial information included in the Scheme Documentand Prospectus will have been prepared in accordance with accounting standardsapplicable in the United Kingdom that may not be comparable to the financialstatements 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 respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 p.m. on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the Scheme becomes Effective, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends (or, if Barratt elects to effect theAcquisition by way of the Offer, until the date on which the Offer becomes, oris declared, unconditional as to acceptances, lapses or is otherwise withdrawnor on which the "offer period" otherwise ends). If two or more persons acttogether 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 "relevantsecurities" of Barratt or Wilson Bowden by Barratt or Wilson Bowden, or by anyof their respective "associates", must be disclosed by no later than 12.00 noonon the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are inany doubt as to the action you should take, you are recommended to seek your ownfinancial advice as soon as possible from your stockbroker, bank, solicitor,accountant, fund manager or other appropriate professional financial adviserauthorised under the Financial Services and Markets Act 2000 if you are in theUnited Kingdom or, if not, from another appropriately authorised independentprofessional adviser. If you have sold or otherwise transferred all of your Barratt Shares you shouldsend this document and the accompanying documents, but not the Form of Proxywhich has been personalised, as soon as possible to the purchaser or transfereeor to the stockbroker, bank or other agent through whom the sale or transfer waseffected for delivery to the purchaser or the transferee. However, thedistribution of this document and any accompanying documents into certainjurisdictions other than the United Kingdom may be restricted by law. Therefore,persons into whose possession this document and any accompanying documents comeshould inform themselves about, and observe, any such restrictions. Any failureto comply with these restrictions may constitute a violation of the securitieslaws of any such jurisdiction. This document should be read in conjunction with the Prospectus relating toBarratt which accompanies this document. This document does not constitute anoffer of any securities for sale. Application will be made to the FSA for the New Barratt Shares to be admitted tothe Official List, and will be made to the London Stock Exchange for the NewBarratt Shares to be admitted to trading on the London Stock Exchange's mainmarket for listed securities. It is expected that Admission will becomeeffective, and that dealings in the New Barratt Shares will commence, on theEffective Date which, subject to the satisfaction of certain conditions,including the sanction of the Scheme by the Court, is expected to occur onThursday 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 isset out on pages 5 to 13 of this document and which contains the unanimousrecommendation of the Barratt Directors that you vote in favour of theResolution to be proposed at the Barratt Extraordinary General Meeting referredto below. Please read the whole of this document and the Prospectus and, inparticular, the risk factors set out in the section headed "Risk Factors" onpages 11 to 18 of the Prospectus. You should not rely solely on the informationsummarised in this document. Notice of an extraordinary general meeting of the Company to be held at 2.30p.m. on Tuesday 27 March 2007 at UBS Limited, 1 Finsbury Avenue, London EC2M 2PPis set out at the end of this document. A Form of Proxy for the BarrattExtraordinary General Meeting is enclosed. To be valid, Forms of Proxy should becompleted, signed and returned in accordance with the instructions printed onthem so as to be received by the Company's Registrars, Capita Registrars, at thereturn address on the enclosed envelope, as soon as possible and in any event nolater than 8.30 a.m. on Monday 26 March 2007. If you hold Barratt Shares inCREST, you may appoint a proxy by completing and transmitting a CREST ProxyInstruction to the Company's Registrars, Capita Registrars (CREST participantRA10), so that it is received by no later than 8.30 a.m. on Monday 26 March2007. Completion and return of a Form of Proxy will not preclude BarrattShareholders from attending and voting in person at the Barratt ExtraordinaryGeneral Meeting, should they so wish. The New Barratt Shares will not be, and are not required to be, registered withthe SEC under the Securities Act, in reliance on the exemption from registrationrequirements 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 orregulatory authority has approved or disapproved the New Barratt Shares orpassed an opinion on the adequacy of this document. Any representation to thecontrary is a criminal offence in the United States. Persons (whether or not USpersons) who are affiliates (within the meaning of the Securities Act) of WilsonBowden or Barratt prior to, or of Barratt after, the Effective Date will besubject to timing, manner of sale and volume restrictions on the sale of NewBarratt Shares received in connection with the Scheme under Rule 145(d) of theSecurities Act. UBS is acting exclusively for Barratt and no one else in connection with theAcquisition and will not be responsible to anyone other than Barratt forproviding the protections afforded to the clients of UBS nor for providingadvice 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 fromthe Prospectus, constitute "forward-looking statements". In some cases, theseforward-looking statements can be identified by the use of forward-lookingterminology, 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 shouldspecifically consider the factors identified in this document which could causeactual results to differ before making an investment decision. Suchforward-looking statements involve known and unknown risks, uncertainties andother factors which may cause the actual results, performance or achievements ofBarratt and/or of the Enlarged Group, or industry results, to be materiallydifferent from any future results, performance or achievements expressed orimplied by such forward-looking statements. Such forward-looking statements arebased on numerous assumptions regarding Barratt's and/or the Enlarged Group'spresent and future business strategies and the environment in which Barratt, and/or the Enlarged Group, will operate in the future. Such risks, uncertaintiesand 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 buildingmarket in general, risks associated with the development business and challengesin 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 orany other applicable law, the Company expressly disclaims any obligation orundertaking to release publicly any updates or revisions to any forward-lookingstatements contained in this document to reflect any change in the Company'sexpectations with regard thereto or any change in events, conditions orcircumstances on which any such statement is based. CONTENTS Page Expected Timetable of Principal Events..................................... 4Relevant Documentation..................................................... 4Part I Letter from the Chairman of Barratt... 5Part II Additional Information................................ 14Definitions.............................................................. 16Notice 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 2007Barratt Extraordinary General Meeting 2.30 p.m. on Tuesday 27 March 2007Barratt Shares trade ex-interim dividend Wednesday 28 March 2007Record date for Barratt interim dividend Friday 30 March 2007Scheme Meeting 10.00 a.m. on Tuesday 3 April 2007Wilson Bowden Extraordinary General Meeting 10.15 a.m. on Tuesday 3 April 2007(1)First Court Hearing to sanction the Scheme Monday 23 April 2007Last day of dealings in and for registration of transfers of, and Monday 23 April 2007disablement in CREST of, Wilson Bowden SharesReorganisation Record Time 6.00 p.m. on Tuesday 24 April 2007Second Court Hearing Date to sanction the Capital Reduction Wednesday 25 April 2007Effective 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 SharesCrediting 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 andLoan Note certificates in respect of Loan Note consideration, andfor settlement of cash consideration through CREST (1) Or as soon thereafter as the Scheme Meeting shall have concluded or beenadjourned. (2) These dates are indicative only and will depend, among other things, on thedate upon which the Court sanctions the Scheme. All references in this document to times are to London time unless otherwisestated. RELEVANT DOCUMENTATION The Prospectus dated 8 March 2007, which accompanies this document, includesinformation concerning the reasons for the Acquisition, the Risk Factors andfurther details concerning the Company, the Barratt Directors and the NewBarratt Shares. The Prospectus has also been sent to Wilson Bowden Shareholdersand is available for inspection in accordance with paragraph 6 of Part II ofthis document. Paragraph 2 of Part II of this document sets out the sections ofthe 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 HouseSteven Boyes (Executive Director) 116 QuaysideClive Fenton (Executive Director) Newcastle upon TyneMark Pain (Group Finance Director) NE1 3DACharles Toner (Non-Executive Group Chairman)Bob Davies (Non-Executive Director) Tel: +44 (0) 191 227 2000Rod 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 theyhad agreed the terms of a recommended cash and share offer to be made by Barrattto acquire the entire issued and to be issued ordinary share capital of WilsonBowden. It is currently intended that the Acquisition will be implemented by wayof a scheme of arrangement under section 425 of the Companies Act and, subjectto the satisfaction, or, where appropriate, waiver, of the Conditions, it isexpected that the Acquisition will become Effective during the first half of2007. Owing to its size, the Acquisition requires the approval of Barratt Shareholdersand, accordingly, the Barratt Extraordinary General Meeting has been convenedfor 2.30 p.m. on Tuesday 27 March 2007 at UBS Limited, 1 Finsbury Avenue, LondonEC2M 2PP to consider and, if thought fit, approve the necessary Resolution toimplement the Acquisition. An explanation of the Resolution to be proposed atthe meeting is set out in paragraph 10 below. The Barratt Board unanimouslyconsiders that the Resolution is in the best interests of the Company andrecommends that Barratt Shareholders vote in favour of the Resolution. I am writing to give you further details of the Acquisition, including thebackground to and reasons for it, to explain why the Barratt Board considers itto be in the best interests of Barratt and to seek your approval of theResolution. Accompanying this document is the Prospectus prepared in accordancewith 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 thefull terms and conditions which are set out in the Scheme Document, WilsonBowden 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 ofthe Barratt interim dividend of 11.38 pence, to which Wilson Bowden Shareholderswill not be entitled in respect of their New Barratt Shares;1 • values Wilson Bowden's issued and to be issued ordinary share capitalat approximately £2.1 billion; • represents a premium of approximately 16 per cent. to the Closing Priceof a Wilson Bowden Share of 1,831 pence on 24 November 2006, the last BusinessDay before Wilson Bowden announced that it was in preliminary discussions whichmay or may not lead to an offer for Wilson Bowden; and • represents a premium of approximately 54 per cent. to the Closing Priceof a Wilson Bowden Share of 1,380 pence on 14 July 2006, the Closing Priceimmediately prior to the announcement that Wilson Bowden was aware that anindependent review of the Wilson Family holdings in Wilson Bowden was beingconducted. Over the same period, Barratt's share price has increased by 23 percent., in each case based on the Closing Price of a Barratt Share of 1,119 pence on 5March 2007, the last practicable date before publication of this document. Wilson Bowden Shareholders (other than certain Overseas Shareholders) may electto vary the proportions of New Barratt Shares and cash they receive in respectof their Wilson Bowden Shares under the Mix and Match Facility being madeavailable. However, the maximum number of New Barratt Shares that will be issuedand the maximum amount of cash that will be paid under the Acquisition will notbe varied as a result of elections made under the Mix and Match Facility, savewhere required to accommodate rounding of individual entitlements to the nearestwhole number of New Barratt Shares. Accordingly, Barratt's ability to satisfyelections made under the Mix and Match Facility by Wilson Bowden Shareholderswill depend on other electors making offsetting elections. A Loan NoteAlternative is also being made available to Wilson Bowden Shareholders (otherthan Wilson Bowden Shareholders in the United States and certain other OverseasShareholders) enabling them to take Loan Notes instead of all or part of thecash to which they would otherwise be entitled, including cash entitlementsunder the Mix and Match Facility. Further details of the Mix and Match Facilityand the Loan Note Alternative are set out in the Prospectus and the SchemeDocument. Subject to the Acquisition becoming Effective, Wilson Bowden Shareholders willnot be entitled to any final dividend in respect of the Wilson Bowden Shares forthe full year ended 31 December 2006. Immediately following the Effective Date, assuming that the maximum number ofNew Barratt Shares to be issued pursuant to the Acquisition had been issued bythat time, it is expected that Barratt Shareholders will own approximately 70per 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 toreflect the Barratt interim dividend of 11.38 pence to which holders of Wilson Bowden Shares will not be entitled. Priorto 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 paripassu in all respects with the Barratt Shares in issue at the time the NewBarratt Shares are issued pursuant to the Acquisition, including the right toreceive and retain dividends and other distributions declared, made or paid byreference to a record date falling after the Effective Date. The New BarrattShares will not therefore rank for the interim dividend in respect of the halfyear ended 31 December 2006 but should rank for any dividend in respect of thefull year ending 30 June 2007. The Barratt Board has resolved to pay, on 25 May2007, an interim dividend of 11.38 pence in respect of the six months ended 31December 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 admittedto the Official List and to the London Stock Exchange for the New Barratt Sharesto be admitted to trading on the London Stock Exchange's main market for listedsecurities. Any new Wilson Bowden Shares issued to Barratt or its nominee(s) pursuant to theScheme will be issued fully paid and free from all liens, charges, equitableinterests, encumbrances and rights of pre-emption and any other interests of anynature whatsoever and together with all rights attaching thereto. In the eventthat the Acquisition is to be implemented by means of the Offer, the WilsonBowden 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 operatingdivisions throughout England, Scotland and Wales. Barratt is the parent of agroup of companies serving substantially all sectors of the market in GreatBritain creating high quality homes for sale, rent and shared ownership, oftenworking together with local authorities, housing associations and others. TheBarratt Group was a pioneer in inner-city regeneration and is a leadingparticipant in brownfield development in Great Britain. For the year ended 30 June 2006, the Barratt Group reported turnover of £2,431million and pre-tax profit of £391 million. The Barratt Group effected 14,601completions at an average selling price of £165,800 in that period. As set out in the unaudited interim financial information relating to Barrattfor the six months ended 31 December 2006, the Barratt Group generated £180.2mprofit before tax for that period. As at 31 December 2006, the Barratt Group'snet assets stood at £1,625.0m, net debt was £226.7m and average gearing was 17per cent. for this period. As at 31 December 2006, the Barratt Group had a landbank 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 theProspectus listed in paragraph 2 of Part II of this document and not rely solelyon summarised financial information in this section. 3.2 Wilson Bowden Group Wilson Bowden is the parent of a group of companies engaged in residential andcommercial property development in Great Britain. Wilson Bowden's residentialdevelopment expertise ranges from apartments for town and city dwellers, throughsmaller traditional homes to five and six bedroom executive homes. WilsonBowden'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 turnoverof £1,331.4 million and pre-tax profit of £220.5 million. During this period theWilson Bowden Group's total residential completions amounted to 5,486completions at an average selling price of £204,600 (excluding serviced landsales).3 Investors should read the whole of this document and the sections of theProspectus listed in paragraph 2 of Part II of this document and not rely solelyon 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 ended31 December 2006. (3) Figures in this paragraph are based on Wilson Bowden's audited financial information for the year ended 31 December2006. On 14 July 2006, Wilson Bowden announced that it was aware that an independentreview of the Wilson Family holdings in Wilson Bowden was being conducted. InNovember 2006, the Wilson Bowden Board commenced a formal process to assess theinterest of a number of parties in Wilson Bowden and, following pressspeculation, Wilson Bowden announced on 26 November 2006 that it was inpreliminary discussions with a number of parties regarding a possible offer forWilson Bowden. The Acquisition announced on 5 February 2007 represented theculmination of that process. The Barratt Board believes that the Acquisition has compelling strategic andfinancial logic for both Barratt and Wilson Bowden and that it represents anattractive opportunity to deliver enhanced value for both the existing BarrattShareholders and, through the share element of the consideration, for the WilsonBowden Shareholders. The Enlarged Group will be positioned as one of the UK'sleading house builders with home building activities distributed across the UKmainland, providing a strong base for future growth. For the year to 30 June2006, 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 hassubsequently expanded in the South of England. The Wilson Bowden Group is wellrepresented in the Midlands, and Barratt estimates that around 45 per cent. ofWilson Bowden's sales were generated in this region in the year to 31 December2005. The Enlarged Group will benefit from a better balanced regional profile,with house building activities distributed between the South of England, theMidlands, the North of England, Scotland and Wales, the main focus of which willbe the South of England (which Barratt estimates would have been 46 per cent. ofsales in respect of the year to 30 June 2006) and the Midlands (which Barrattestimates would have been 28 per cent. of sales in the same period). In the year to 30 June 2006, the Barratt Group's sales weredistributed as follows: 52 per cent. in the South of England, 20 per cent. inthe 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 weredistributed as follows: 35 per cent. in the South of England, 45 per cent. inthe 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 ended30 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. inScotland. • 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 ended30 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 BowdenGroup'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 andcontracted and 33,057 Wilson Bowden Group plots, of which 13,105 are subject to contract and 19,952 are owned andcontracted. Based on Barratt's unaudited interim results for the six months ended31 December 2006 and Wilson Bowden's unaudited interim results for the sixmonths ended 30 June 20065, the Enlarged Group would have had a pro formacombined land bank of 103,5576 plots and a strategic land bank of approximately12,600 acres. Based on the pro forma volume for the year to 30 June 2006, theEnlarged Group's land bank would have represented approximately 5.3 years' worthof supply. In addition, the acquisition of Wilson Bowden will provide Barrattwith strategic land purchasing expertise and the opportunity to increase theEnlarged Group's strategic land bank. It is the Barratt Board's intention tocontinue to invest in land purchases to drive organic growth. As a result, it isnot envisaged that there will be any significant reduction in the aggregatelevel of land which the two businesses purchase. • Synergies It is expected that the scale of the combined house buildingoperations will lead to material synergies. Annualised synergy savings of atleast £45 million are expected to be delivered in the second full financial yearafter the Acquisition becomes Effective.7 One-off implementation costs of £35million are expected to be incurred in realising these synergies. Following theEffective Date, Barratt intends to undertake a detailed review of all of theassets of the Wilson Bowden Group. • Full range house building product offering The Enlarged Group's product offering will span the breadth of thehouse building market in the UK, from social housing within the Barratt Group'sand Wilson Bowden Group's existing operations to the upmarket housing offeredunder the well-respected David Wilson Homes premium brand. The Barratt Group's product offering covers a wide range of homes fromthe iPad (affordable homes for first time buyers), to large four and fivebedroom executive homes, to distinctive large city apartment complexes. TheWilson Bowden Group's product range comprises similar products, but with greaterstrength in detached and semi-detached family homes, focusing on the premium endof the market, with a reputation for high quality. The combination of the two groups is expected to deliver an increasedexposure to the premium end of the market through the Wilson Bowden Group'shigher average selling price. In the year to 30 June 2006, the average combinedselling price (excluding serviced land sales) for the Enlarged Group would havebeen around £175,400 compared with figures for Barratt of £165,800 and forWilson Bowden of £203,100, in respect of the same period. By increasing theaverage 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 bankand future development opportunities. • Expanded commercial development capacity As well as its more traditional house building activities, Barrattalso seeks to develop commercial and mixed use sites in large edge of towncentre projects. Wilson Bowden has a significant number of large mixed useopportunities as well as offices, industrial parks and various retaildevelopments. The combination of the two groups is expected to enable theEnlarged 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 tothe 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 andoperating structures of Barratt and Barratt's estimate of the existing and projected cost and operating structures ofWilson 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 beachieved, or those achieved may be materially different from those estimated. On a pro forma basis and assuming the Acquisition had become Effective on 31December 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 at31 December 2006) as more fully described in Part IX of the Prospectus which isincorporated by reference into this document. The Acquisition is expected to be earnings enhancing in the first full yearfollowing the Effective Date.8 As at the close of business on 5 March 2007, the latest practicable date beforethe publication of this document, the Enlarged Group would have had a combinedmarket capitalisation of £3.9 billion. 6. Management and Employees The combination of Barratt and Wilson Bowden will offer Wilson Bowden Groupemployees exciting career prospects. Wilson Bowden Group management andemployees will benefit under Barratt's proposal from a large operating platformand a business of greater size and scope. It is Barratt's intention to offerjobs 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 existingemployment rights, including existing pension rights, of all Wilson Bowden Groupemployees 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 35,692,502Wilson Bowden Shares, representing in aggregate approximately 37.79 per cent. ofWilson Bowden's existing issued share capital, further details of which are setout below. The Wilson Bowden Directors who hold Wilson Bowden Shares (including DavidWilson)10 have irrevocably undertaken to vote in favour of the Scheme (or, ifapplicable, to accept the Offer), in respect of their own beneficial holdingstotalling 19,366,827 Wilson Bowden Shares, representing in aggregateapproximately 20.5 per cent. of Wilson Bowden's issued share capital. Theseirrevocable undertakings continue to be binding in the event of a higher offerbeing made for Wilson Bowden but cease to be binding: • in the event that Barratt determines to implement the Acquisitionpursuant to the Scheme, if the Scheme terminates or lapses in accordance withits terms or otherwise becomes incapable of ever becoming Effective, providedthat Barratt has not, within seven days of the Scheme having so terminated orlapsed, announced in accordance with Rule 2.5 of the City Code, that it intendsto implement the Acquisition instead by way of the Offer; and • in the event that Barratt determines to implement the Acquisitionpursuant to the Offer, if the Offer is withdrawn by Barratt (with the consent ofthe Panel if required) or lapses. Certain members of the Wilson Family (other than David Wilson and the trusteesof certain Wilson Family trusts)11 have irrevocably undertaken to vote in favourof the Scheme (or, if applicable, to accept the Offer) in respect of in total4,137,604 Wilson Bowden Shares, representing in aggregate approximately 4.4 percent. of Wilson Bowden's issued share capital. These irrevocable undertakingscontinue to be binding in the event of a higher offer being made for WilsonBowden but cease to be binding in the same circumstances in which theirrevocable undertakings given by the Wilson Bowden Directors cease to bebinding. ----- 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, acompany 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 JillianWagstaff. (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 PensionScheme, DW Wilson 1991 Accumulation Trust for RWH Wilson, DW Wilson 1991 Accumulation Trust for REC Wilson, David WilsonFoundation, DW Wilson 1987 Discretionary Settlement, DW Wilson 1991 Trust re Thurcaston Park and Wagstaff Deed of FamilyArrangement. The trustees of certain Wilson Family trusts12 have undertaken to vote in favourof the Scheme (or, as the case may be, to accept the Offer) in respect of atotal of 12,188,071 Wilson Bowden Shares, representing in aggregateapproximately 12.9 per cent. of the existing issued share capital of WilsonBowden. These irrevocable undertakings would have ceased to be binding incertain circumstances which are no longer applicable (as described in paragraph7 of Part I of the Prospectus) and will now only cease to be binding in the samecircumstances in which the irrevocable undertakings given by the Wilson BowdenDirectors cease to be binding. 8. Mutual Break Fee Letter Wilson Bowden has entered into an agreement with Barratt under which WilsonBowden has undertaken, among other things, to pay Barratt £21.24 million(together with an amount in respect of VAT to the extent recoverable by WilsonBowden or a member of the Wilson Bowden Group which is in the same group for VATpurposes) if, in summary: (i) the Wilson Bowden Directors withdraw, qualify oradversely modify their unanimous and unqualified recommendation that WilsonBowden Shareholders vote in favour of the necessary resolutions to implement theScheme (or, as applicable, accept the Offer), or agree or resolve to recommendan Alternative Proposal; or (ii) any Alternative Proposal becomes or is declaredunconditional in all respects or is otherwise completed. Barratt has agreed to pay to Wilson Bowden £21.24 million (together with anamount of VAT to the extent recoverable by Barratt or a member of the BarrattGroup which is in the same group for VAT purposes) if the Barratt Directorswithdraw or adversely modify their unanimous recommendation that BarrattShareholders vote in favour of the necessary resolution to implement theAcquisition and, if the Barratt Extraordinary General Meeting is then held, thenecessary 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 aCourt-sanctioned scheme of arrangement between Wilson Bowden and itsshareholders under section 425 of the Companies Act (although Barratt and WilsonBowden have agreed that Barratt may, if it so determines in its absolutediscretion, instead effect the Acquisition by way of the Offer). The Scheme willinvolve an application by Wilson Bowden to the Court to sanction the Scheme. Upon the Scheme becoming Effective, Barratt will become the owner of the wholeof the issued ordinary share capital of Wilson Bowden. To become Effective, the Scheme will require, among other things, the approvalat the Scheme Meeting of the resolution proposed at the Scheme Meeting by amajority 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 valueof such Wilson Bowden Shares held by such holders and the passing of theresolutions necessary to implement the Scheme at the Wilson Bowden ExtraordinaryGeneral Meeting. Following the Wilson Bowden Extraordinary General Meeting andthe Scheme Meeting and the satisfaction (or, where applicable, waiver) of theother Conditions, the Scheme must also be sanctioned by the Court and theassociated Capital Reduction must be confirmed by the Court, in each case at therelevant Court Hearing. The formal documentation setting out details of the Acquisition, including theScheme Document setting out the procedures to be followed to approve the Schemeand the Prospectus relating to Barratt and the New Barratt Shares, is beingposted 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 theResolution will be proposed, is set out at the end of this document. The fulltext of the Resolution is set out in the notice. The implementation of the Acquisition is conditional upon the passing of theResolution set out in the notice. The Resolution The Resolution will be proposed as an ordinary resolution requiring a simplemajority of votes in favour. The Acquisition will not proceed if this Resolutionis not passed. The Resolution proposes that: • the Acquisition be approved and the Barratt Directors be authorisedto 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 BarrattShares. This number of Barratt Shares represents an increase of approximately 34per cent. of the authorised share capital of Barratt as at 5 March 2007, thelatest practicable date prior to publication of this document, and approximately26 per cent. of the enlarged authorised share capital of Barratt. The purpose ofthis authority is to enable the Company to allot the New Barratt Shares inconnection with the Acquisition and to retain sufficient headroom for itspurposes generally. If this Resolution is passed, and the Acquisition proceeds,on the Effective Date there will be 56,288,483 authorised but unissued BarrattShares (assuming that: (1) the maximum number of 102,850,000 New Barratt Sharesis issued pursuant to the Acquisition; and (2) no further Barratt Shares areissued in the period from the publication of this document to the EffectiveDate); and • the Barratt Directors be authorised to allot Barratt Shares inconnection with the Acquisition up to an aggregate nominal amount of £10,285,000(representing, in aggregate, 102,850,000 New Barratt Shares). This authoritywill expire on the fifth anniversary of the passing of the Resolution and is inaddition to any subsisting authorities to allot shares in Barratt. These NewBarratt Shares represent approximately 42 per cent. of the issued share capitalof the Company as at 5 March 2007, the latest practicable date before thepublication of this document, and approximately 30 per cent. of the enlargedissued share capital of the Company immediately following the Effective Date(assuming in each case that: (1) the maximum number of 102,850,000 New BarrattShares is issued pursuant to the Acquisition; and (2) no further Barratt Sharesare issued in the period from publication of this document to the EffectiveDate). 11. Action to be taken You will find enclosed with this document a Form of Proxy for use at the BarrattExtraordinary General Meeting. You are requested to complete and sign the Formof Proxy whether or not you propose to attend the Barratt Extraordinary GeneralMeeting in person in accordance with the instructions printed on it and returnit as soon as possible, but in any event so as to be received no later than 8.30a.m. on Monday 26 March 2007, by the registrars, Capita Registrars, at the ProxyProcessing Centre, Telford Road, Bicester OX26 4LD or by hand or courier to TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. CREST members may also choose to utilise the CREST voting service in accordancewith the procedures set out in the notice convening the Barratt ExtraordinaryGeneral 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 attendingand 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 thisdocument. You should also read the sections of the Prospectus listed inparagraph 2 of Part II and, in particular, the risk factors set out in thesection headed "Risk Factors" on pages 11 to 18 of the Prospectus. 13. Recommendation The Barratt Board, which has received financial advice from UBS, considers thatthe Acquisition is fair and reasonable. In providing advice to the BarrattBoard, UBS has relied upon the Barratt Board's commercial assessment of theAcquisition. The Barratt Board believes that the Resolution is in the best interests ofBarratt and Barratt Shareholders as a whole. Accordingly, the Barratt Boardunanimously recommends that Barratt Shareholders vote in favour of theResolution to be put to the Barratt Extraordinary General Meeting as they intendto do in relation to their own individual holdings which amount in aggregate to251,007 Barratt Shares, representing approximately 0.103 per cent. of theexisting issued share capital of Barratt as at 5 March 2007, the latestpracticable 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 thebest of the knowledge and belief of the Barratt Directors (who have taken allreasonable care to ensure that such is the case), the information contained inthis document is in accordance with the facts and does not omit anything likelyto affect the import of such information. 2. Relevant Documentation The following sections of the Prospectus (but not any information incorporatedtherein by reference) are incorporated by reference into the Circular: Sections of the Prospectus incorporated by reference into Page NumberInformation the CircularInformation on BarrattRisk factors relating to Barratt's business Risk Factors 11Trend information relating to the Barratt Group business Paragraph 5 of Part II 36Details of the Barratt Directors' interests in Barratt Shares Paragraph 4 of Part XI 198Service contracts of the Barratt Directors Paragraph 5.1 of Part XI 199The major interests in Barratt Shares Paragraph 4 of Part XII 213Related party transactions Sub-paragraph 7.1 of Part XII 221Details of material contracts Sub-paragraph 8.1 of Part XII 221Details of material litigation Paragraph 11 of Part XII 226The significant change statement of Barratt Paragraph 14 of Part XII 228 Information on Wilson BowdenRisk factors relating to Wilson Bowden's business Risk Factors 11Trend information relating to Wilson Bowden's business Paragraph 5 of Part II 36Historical Financial information relating to Wilson Bowden Part VIII 97 Details of material contracts Sub-paragraph 8.2 of Part XII 225Details of material litigation Paragraph 11 of Part XII 226The significant change statement of Wilson Bowden Paragraph 14 of Part XII 228 Unaudited Pro forma statement of net assets of the EnlargedGroupUnaudited Pro forma statement of net assets of the Enlarged Part IX 190GroupAccountant's report on the unaudited pro forma statement of the Part IX 190net assets of the Enlarged Group The Enlarged GroupTrend information relating to the Enlarged Group Paragraph 5 of Part II 36 GeneralSources 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 paripassu in all respects with the Barratt Shares in issue at the time the NewBarratt Shares are delivered pursuant to the Acquisition, including the right toreceive and retain dividends and other distributions declared, made or paid byreference to a record date falling after the Effective Date. The New BarrattShares will not however rank for the interim dividend in respect of the halfyear ended 31 December 2006. The Barratt Board has resolved to pay, on 25 May2007, an interim dividend of 11.38 pence per Barratt Share in respect of thisperiod 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 tothe Official List, and will be made to the London Stock Exchange for the NewBarratt Shares to be admitted to trading on the London Stock Exchange's mainmarket for listed securities. It is expected that Admission will becomeeffective, and that dealings in the New Barratt Shares will commence, on theEffective Date which, subject to the satisfaction of certain conditions,including the sanction of the Scheme by the Court, is expected to occur on 26April 2007. Fractions of New Barratt Shares will not be allotted or issued pursuant to theScheme. Fractional entitlements to New Barratt Shares will be aggregated andsold in the market and the net proceeds of sale will be distributed pro rata topersons entitled thereto. The New Barratt Shares will not be, and are not required to be, registered withthe SEC under the Securities Act, in reliance on the exemption from registrationrequirements 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 theapplicable laws of any Restricted Jurisdiction. Accordingly, the New BarrattShares may not be offered, sold, delivered or transferred, directly orindirectly, in or into any Restricted Jurisdiction or to or for the account orbenefit of any other national, resident or citizen of any RestrictedJurisdiction. 4. Working Capital The Company is of the opinion that, taking account of available facilities, theworking capital available to the Enlarged Group is sufficient for its presentrequirements, that is, for at least the next 12 months from the date of thepublication of this document. 5. Consents UBS, whose address is 1 Finsbury Avenue, London EC2M 2PP has given and has notwithdrawn its written consent to the inclusion in this document of references toits name in the form and context in which they appear. PricewaterhouseCoopers LLP, whose address is 89 Sandyford Road, Newcastle uponTyne NE1 8HW, is a member firm of the Institute of Chartered Accountants inEngland and Wales and has given and has not withdrawn its written consent to theincorporation by reference in this document of its report set out in Part IX ofthe 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 theProspectus and the written consents referred to in paragraph 5 above will beavailable for inspection at the following addresses during normal business hourson each Business Day from the date of this document up to and including the dateof 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 contextotherwise requires: "Acquisition" means the proposed directacquisition by Barratt of the entire issued and to be issued share capital ofWilson Bowden to be implemented by means of the Scheme, or, should Barratt soelect, by means of the Offer; "Admission" means the admission of theNew Barratt Shares to the Official List in accordance with the Listing Rules andto trading on the London Stock Exchange's main market for listed securities inaccordance with the Admission and Disclosure Standards; "Admission and DisclosureStandards" means the requirementscontained in the publication "Admission and Disclosure Standards" (as amendedfrom time to time) containing, among other things, the admission requirements tobe observed by companies seeking admission to trading on the London StockExchange's main market for listed securities; "Alternative Proposal" means an offer or possible offeror proposal put forward by any third party which is not acting in concert withBarratt in respect of or for all or a significant proportion (being in excess of25 per cent. when aggregated with shares already held by the third party andanyone acting in concert (as defined in the City Code) with it) of the entireissued and to be issued share capital of Wilson Bowden or the sale or possiblesale of the whole or any substantial part of the assets of the Wilson BowdenGroup, or any other transaction which is otherwise inconsistent withconsummation of the Acquisition, in each case howsoever it is proposed that suchoffer, proposal or transaction be implemented (whether legally binding or notand whether or not pre-conditional); "Barratt" or the "Company" means Barratt Developments PLC,registered in England and Wales (no. 00604574); "Barratt Board" or "Barratt Boardof Directors" means the board of BarrattDirectors; "Barratt Directors" means the directors ofBarratt, and "Barratt Director" means any one of them; "Barratt Extraordinary GeneralMeeting" means the extraordinarygeneral meeting of Barratt to be held at 2.30 p.m. on Tuesday 27 March 2007 (andany adjournment thereof) for the purposes of considering and, if thought fit,approving the Resolution; "Barratt Group" means Barratt and itssubsidiary undertakings; "Barratt Shareholders" means holders of Barratt Shares; "Barratt Shares" means ordinary shares of 10peach in the capital of Barratt (including, if the context so requires, the NewBarratt Shares); "Business Day" means any day on which banksare generally open in England and Wales for the transaction of general bankingbusiness, other than a Saturday or Sunday or a public holiday; "Capital Reduction" means the proposed reduction ofshare capital of Wilson Bowden pursuant to the Scheme; "City Code" means the City Code onTakeovers and Mergers issued from time to time by or on behalf of the Panel; "Closing Price" means the closing middlemarket price of a relevant share as derived from SEDOL; "Companies Act" means the Companies Act 1985 (asamended or re-enacted); "Conditions" means the conditions to theAcquisition as described in paragraph 8 of Part I of the Prospectus; "Court" means the High Court ofJustice in England and Wales; "Court Hearings" means the two separate hearingsby the Court of the petition to sanction the Scheme and/or to confirm thecancellation and extinguishment of the Scheme Shares provided for by the Schemeunder section 137 of the Companies Act (and the re-registration of Wilson Bowdenas a private company under section 139 of the Companies Act); "Court Orders" means the First Court Orderand the Second Court Order; "CREST" means the relevant system (asdefined in the CREST Regulations) in respect of which CRESTCo is the operator(as defined in the CREST Regulations); "CRESTCo" means CRESTCo Limited, theoperator of CREST; "CREST Regulations" means the Uncertificated SecuritiesRegulations 2001 (SI 2001 No. 01/378), as amended; "Effective" means, in the context ofthe Acquisition: (i) if theAcquisition is implemented by way of the Scheme, the Scheme having becomeeffective pursuant to its terms; or (ii) if the Acquisition isimplemented by way of the Offer, the Offer having been declared or becomeunconditional in all respects in accordance with the requirements of the CityCode; "Effective Date" means the date on which theAcquisition becomes Effective; "Enlarged Group" means, with effect from theEffective 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 Courtsanctioning the Scheme under section 425 of the Companies Act; "Form of Proxy" means the form of proxyenclosed with this document, for use by Barratt Shareholders in connection withthe Barratt Extraordinary General Meeting; "FSA" means the UK FinancialServices Authority; "FSMA" means the Financial Servicesand Markets Act 2000 (as amended); "Listing Rules" means the rules andregulations of the UKLA, as amended from time to time, and contained in theUKLA's publication of the same name; "Loan Note Alternative" means the option whereby WilsonBowden Shareholders (other than Wilson Bowden Shareholders in the United Statesand certain other Overseas Shareholders) may elect to receive Loan Notes insteadof some or all of the cash consideration to which they would otherwise beentitled under the Acquisition, including under the Mix and Match Facility; "Loan Notes" means the floating rate loannotes 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 facilityunder which Wilson Bowden Shareholders (other than certain OverseasShareholders) and certain participants in the Wilson Bowden Share Schemes may,subject to availability, elect to vary the proportions of New Barratt Shares andcash they will receive pursuant to the Acquisition; "New Barratt Shares" means the Barratt Shares proposedto be issued and credited as fully paid to Scheme Shareholders pursuant to theAcquisition; "Offer" means should theAcquisition be implemented by way of a takeover offer as defined in Schedule 2of the Takeovers Directive (Interim Implementation) Regulations 2006 or suchprovisions of Chapter 3 of Part 28 of the Companies Act 2006 as may come intoforce to replace Schedule 2 to such regulations, the recommended offer to bemade by or on behalf of Barratt to acquire the entire issued and to be issuedordinary share capital of Wilson Bowden and, where the context admits, anysubsequent revision, variation, extension or renewal of such offer; "Offer Document" means, should the Acquisition beimplemented by means of the Offer, the document to be sent to Wilson BowdenShareholders which will contain, inter alia, the terms and conditions of theOffer; "Official List" means the official list ofthe UKLA; "Overseas Shareholders" means Scheme Shareholders who areresident in, ordinarily resident in, or citizens of, jurisdictions outside theUnited Kingdom; "Panel" means the Panel onTakeovers and Mergers; "Pounds", "Pence", "£" and "p" means the lawful currency of theUnited Kingdom; "Prospectus" means the prospectus preparedby Barratt in connection with the New Barratt Shares published on the date ofthis document; "Prospectus Rules" means the rules for the purposesof Part IV of FSMA in relation to the offers of securities to the pubic and theadmission of securities to trading on a regulated market; "Registrar of Companies" means the Registrar of Companies inEngland and Wales, within the meaning of the Companies Act; "Reorganisation Record Time" means 6.00 p.m. on the date on whichthe First Court Order is delivered to the Registrar of Companies forregistration; "Resolution" means the resolution inrelation to the implementation and approval of the Acquisition to be proposed atthe Barratt Extraordinary General Meeting; "Restricted Jurisdiction" means any jurisdiction whereeither sending the Scheme Document or the Prospectus or issuing New BarrattShares or Loan Notes would violate the law of that jurisdiction; "Scheme" means the proposed scheme ofarrangement under section 425 of the Companies Act between Wilson Bowden and theScheme Shareholders to implement the Acquisition with or subject to anymodification, addition or condition approved or imposed by the Court and/oragreed by Barratt and Wilson Bowden; "Scheme Document" means the document posted to WilsonBowden Shareholders proposing the Scheme; "Scheme Meeting" means the meeting of the SchemeShareholders convened by order of the Court pursuant to section 425 of theCompanies Act to consider and, if thought fit, approve the Scheme, including anyadjournment thereof; "Scheme Shareholders" means holders of Scheme Shares; "Scheme Shares" means Wilson Bowden Shares whichare: (i) in issue at the date ofthe Scheme Document; (ii) issued after the dateof the Scheme Document and before the Scheme Voting Record Time; and (iii) issued at or after theScheme Voting Record Time and before the Reorganisation Record Time on termsthat the original or any subsequent holders thereof shall be bound by the Schemeor in respect of which the holders thereof shall have agreed in writing to bebound by the Scheme, in each case other thanthe Excluded Shares; "Scheme Voting Record Time" means 6.00 p.m. on Sunday 1 April 2007or, if the Scheme Meeting is adjourned, 6.00 p.m. on the second day before thedate of such adjourned meeting; "SEC" means the US Securities andExchange Commission; "Second Court Order" means the order of the Courtconfirming the Capital Reduction and authorising the re-registration of WilsonBowden as a private company under section 139 of the Companies Act; "Securities Act" means the United StatesSecurities Act of 1933, as amended, and the rules and regulations promulgatedthereunder; "SEDOL" means the London StockExchange Daily Official List; "UBS" means UBS Limited,registered in England and Wales (No. 2035362); "UKLA" means the UK ListingAuthority, being the FSA acting in its capacity as the competent authority forlisting under Part VI of FSMA; "UK" or "United Kingdom" means the United Kingdom of GreatBritain 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 Districtof Columbia; "Wilson Bowden" means Wilson Bowden plc,registered in England and Wales (no. 02059194); "Wilson Bowden Board" means the board of directors ofWilson Bowden; "Wilson Bowden Directors" means the directors of Wilson Bowden,and "Wilson Bowden Director" means any one of them; "Wilson Bowden ExtraordinaryGeneral Meeting" means the extraordinary generalmeeting of the Wilson Bowden Shareholders to be convened for the purposes ofconsidering and, if thought fit, approving certain resolutions in connectionwith the Scheme, including any adjournment thereof; "Wilson Bowden Group" means Wilson Bowden and itssubsidiaries and associated undertakings and, where the context admits, each ofthem; "Wilson Bowden Shareholders" means holders of Wilson Bowden Shares; "Wilson Bowden Shares" means, prior to the ReorganisationRecord 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 Bowdeninto which such ordinary shares are sub-divided and reclassified and any suchshares not so sub-divided and reclassified; "Wilson Bowden Share Schemes" means the Wilson Bowden plc SeniorExecutive Share Option Scheme, the Wilson Bowden plc 2003 Savings Related ShareOption Scheme and the Wilson Bowden plc Performance Share Plan; and "Wilson Family" means certain Wilson familymembers (including David Wilson in his personal capacity as a shareholder) andrelated family trusts. Unless otherwise stated, all times referred to in this document are referencesto London time. All references to legislation in this document are to the legislation of Englandand Wales unless the contrary is indicated. Any reference to any provision ofany legislation shall include any amendment, modification, re-enactment orextension thereof. For the purpose of this document, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given by theCompanies Act. Words importing the singular shall include the plural and vice versa, and wordsimporting 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 BarrattDevelopments PLC (the "Company") will be held at 2.30 p.m. on Tuesday 27 March2007 at UBS Limited, 1 Finsbury Avenue, London EC2M 2PP for the purpose ofconsidering 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 tosection 425 of the Companies Act 1985 of Wilson Bowden (the "Scheme") ortakeover offer (the "Offer") made by or on behalf of the Company for the entireissued share capital of Wilson Bowden, substantially on the terms and subject tothe conditions set out in the announcement relating to the Acquisition issued bythe Company on 5 February 2007 (a copy of which is produced to the meeting andsigned for identification purposes by the chairman of the meeting) be and ishereby approved and the directors of the Company (the "Directors") (or any dulyconstituted committee thereof) be authorised: (1) to take all such steps as maybe necessary or desirable in connection with, and to implement, the Acquisition;and (2) to agree such modifications, variations, revisions, waivers oramendments to the terms and conditions of the Acquisition (provided suchmodifications, variations, revisions, waivers or amendments are not material),and to any documents relating thereto, in either such case as they may in theirabsolute discretion think fit; (B) subject further to the Scheme becoming or being declared whollyunconditional (save for the delivery of the orders of the High Court of Justicein England and Wales sanctioning the Scheme and confirming the reduction ofcapital of Wilson Bowden to the Registrar of Companies in England and Wales (the"Court Sanction"), the registration of the order confirming the reduction ofcapital 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 10pence each to be issued in connection with the Acquisition to the Official Listof the UK Listing Authority and to trading on the main market of the LondonStock Exchange (the "Admission")), or, as the case may be, the Offer becoming orbeing declared wholly unconditional (save only for Admission), the authorisedshare 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 valueof 10 pence each in the Company; and (C) subject further to the Scheme becoming or being declared whollyunconditional (save for the Court Sanction, Registration and Admission), or, asthe case may be, the Offer becoming or being declared wholly unconditional (saveonly for Admission), pursuant to section 80 of the Companies Act 1985, and inaddition to any previously existing authority conferred upon the Directors underthat section, the Directors be and are hereby authorised unconditionally toallot relevant securities (as defined in the said section 80) in connection withthe Acquisition up to an aggregate nominal amount of £10,285,000, whichauthority shall expire on the fifth anniversary of the passing of thisresolution, save that the Company may allot relevant securities in connectionwith the Acquisition pursuant to any agreement entered into at any time prior tothe fifth anniversary of the passing of this resolution (whether before or afterthe passing of this resolution) which would or might require relevant securitiesto be allotted after such expiry and the Directors may allot relevant securitiesin pursuance of such agreement as if the authority conferred hereby had notexpired. By order of the Board L DentCompany Secretary 8 March 2007 Registered No: 00604574 Registered office: Rotterdam House, 116Quayside, Newcastle upon Tyne NE1 3DA. Notes: 1. Any member entitled to attend and vote at the meeting is entitled toappoint a proxy to attend and, on a poll, to vote instead of the member. A proxyneed 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 poweror authority, must be deposited with the Company's registrars, CapitaRegistrars, at the Proxy Processing Centre, Telford Road, Bicester OX26 4LDbefore 8.30 a.m. on Monday 26 March 2007. You may also deliver by hand, or bycourier, to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. 3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations2001, only those shareholders registered at 6.00 p.m. on Monday 26 March 2007will be entitled to attend and vote at the meeting in respect of the numbers ofshares registered in their names at that time. Subsequent changes to theregister will be disregarded in determining the rights of any person to attendand vote at the meeting. 4. CREST members who wish to appoint a proxy or proxies through the CRESTelectronic proxy appointment service may do so for the purpose of this meetingand any adjournment(s) thereof by using the procedures described in the CRESTReference Manual. CREST personal members or other CREST sponsored members whohave appointed a voting service provider(s) should refer to their CREST sponsoror voting service provider(s), who will be able to take the appropriate actionon their behalf. 5. The completion and return of a Form of Proxy will not prevent any memberfrom attending the meeting and voting in person. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barratt Developments