Offer Document Posted

4th May 2007 14:19

Taylor Woodrow PLC04 May 2007 Merger of Taylor Woodrow and George Wimpey to create Taylor Wimpey, the largest UK Housebuilder Posting of Shareholder Documents On 26 March 2007, the boards of Taylor Woodrow plc ("Taylor Woodrow") and GeorgeWimpey Plc ("George Wimpey") announced that they had reached agreement on theterms of an all-share merger (the "Merger") to create Taylor Wimpey plc ("TaylorWimpey"). The Merger is being effected by means of a scheme of arrangement ofGeorge Wimpey under section 425 of the Companies Act 1985 (the "Scheme"). Further to that announcement, George Wimpey and Taylor Woodrow now announce thatthe documentation in relation to the Merger is being posted today. George WimpeyShareholders will receive, amongst other documents, the Scheme Documentpublished by George Wimpey in connection with the Scheme, together with theprospectus published by Taylor Woodrow in connection with the Taylor WimpeyShares being issued pursuant to the Merger (the "Prospectus"). Taylor WoodrowShareholders will receive, amongst other documents, the Taylor Woodrow Circularrelating to the Merger and a copy of the Prospectus. As set out in the documentation, a Taylor Woodrow Extraordinary General Meetingwill be held to allow the Taylor Woodrow Shareholders to vote on the resolutionsrequired to approve and implement the Merger and certain associated resolutions.Two George Wimpey shareholder meetings will also take place, namely, the SchemeMeeting which will be held to allow George Wimpey shareholders to approve theScheme and the George Wimpey Extraordinary General Meeting which will be held toallow George Wimpey Shareholders to vote on the proposed resolutions inconnection with the Scheme. Copies of the Prospectus, Circular and Scheme Document will be submitted to theUK Listing Authority and will shortly be available for inspection at theDocument Viewing Facility which is situated at The Financial Services Authority,25 The North Colonnade, Canary Wharf, London E14 5HS. Copies of the Taylor Woodrow Shareholder Circular, the Scheme Document and theProspectus will shortly be available for inspection by Taylor WoodrowShareholders at the offices of Taylor Woodrow plc, Princes Way, Solihull, WestMidlands B91 3ES during normal business hours on any weekday (Saturdays, Sundaysand public holidays excepted) and at the offices of Slaughter and May, OneBunhill Row, London, EC1Y 8YY during normal business hours on any weekday(Saturdays, Sundays and public holidays excepted). In addition, the TaylorWoodrow Shareholder Circular is laid out in full below. Copies of the Scheme Document and Taylor Woodrow Prospectus will shortly beavailable for inspection by George Wimpey Shareholders at the offices of GeorgeWimpey plc, Manning House, 22 Carlisle Place, London SW1P 1JA during normalbusiness hours on any weekday (Saturdays, Sundays and public holidays excepted)and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJduring normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted). Unless stated otherwise, terms defined in the Prospectus shall have the samemeaning in this announcement. Enquiries: Taylor Woodrow plc George Wimpey PlcTel: +44 121 600 8520 Tel: +44 20 7963 6352 Ian Smith Peter RedfernPeter Johnson Andrew Carr-Locke UBS Investment Bank JPMorgan Cazenove(lead financial adviser and joint broker to Taylor (sole financial adviser and joint broker to GeorgeWoodrow) Wimpey)Tel: +44 20 7568 1000 Tel: +44 20 7588 2828 Tom Cooper Mark BreuerBill Hutchings Andrew TruscottJames Robertson Richard Cotton Morgan Stanley Hoare Govett(joint financial adviser and joint broker to Taylor (joint broker to George Wimpey)Woodrow)Tel: +44 20 7425 8000 Tel: +44 20 7678 8000 Gavin MacDonald Antonia RowanJean-Eudes Renier Luke SimpsonPeter Moorhouse Finsbury The Maitland Company(PR adviser to Taylor Woodrow) (PR adviser to George Wimpey)Tel: +44 20 7251 3801 Tel: +44 20 7379 5151 James Murgatroyd Liz Morley UBS is acting as lead financial adviser and joint broker to Taylor Woodrow, andno one else in connection with the Merger and will not be responsible to anyoneother than Taylor Woodrow for providing the protections afforded to the clientsof UBS nor for providing advice in relation to the Merger or any other matterreferred to herein. JPMorgan Cazenove is acting as sole financial adviser and joint broker to GeorgeWimpey in connection with the Merger and will not be responsible to anyone otherthan George Wimpey for providing the protections afforded to the clients ofJPMorgan Cazenove nor for providing advice in relation to the Merger or anyother matter referred to herein. Hoare Govett is acting as joint broker to George Wimpey, and no one else inconnection with the Merger and will not be responsible to anyone other thanGeorge Wimpey for providing the protections afforded to the clients of HoareGovett nor for providing advice in relation to the Merger or any other matterreferred to herein. Morgan Stanley is acting as joint financial adviser and joint broker to TaylorWoodrow, and no one else in connection with the Merger and will not beresponsible to anyone other than Taylor Woodrow for providing the protectionsafforded to the clients of Morgan Stanley nor for providing advice in relationto the Merger or any other matter 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 lawand the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws and regulations of any jurisdiction outside of England. This announcement is not intended to, and does not constitute, or form part of,an offer to sell or an invitation to purchase or subscribe for any securities ora solicitation of any vote or approval in any jurisdiction. This announcementdoes not constitute a prospectus or a prospectus equivalent document.Shareholders of Taylor Woodrow and George Wimpey are advised to read carefullythe formal documentation in relation to the Merger which is being posted today. In particular, this announcement is not an offer of securities for sale in theUnited States and the Taylor Wimpey Shares, which will be issued in connectionwith the Merger, have not been, and will not be, registered under the USSecurities Act or under the securities law of any state, district or otherjurisdiction of the United States, Australia, Canada or Japan and no regulatoryclearance in respect of the Taylor Wimpey Shares has been, or will be, appliedfor in any jurisdiction other than the UK. The Taylor Wimpey Shares may notbe offered, sold, or, delivered, directly or indirectly, in, into or from theUnited States absent registration under the US Securities Act or an exemptionfrom registration. It is expected that the Taylor Wimpey Shares will be issuedin reliance upon the exemption from the registration requirements of the USSecurities Act provided by Section 3(a)(10) thereof. Under applicable USsecurities laws, persons (whether or not US persons) who are or will be "affiliates" within the meaning of the US Securities Act of George Wimpey orTaylor Woodrow prior to, or of Taylor Wimpey after, the Effective Date will besubject to certain timing, manner of sale and volume restrictions relating tothe Taylor Wimpey Shares received in connection with the Scheme. ---------------- THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Ifyou are in any doubt as to the action you should take, you are recommended toseek your own personal financial advice immediately from your stockbroker, bank,solicitor, accountant, fund manager or other appropriate independent financialadviser, who is authorised under the Financial Services and Markets Act 2000 ifyou are in the United Kingdom, or, if not, from another appropriately authorisedindependent financial adviser. If you have sold or otherwise transferred all of your Taylor WoodrowShares you should send this document and the accompanying documents as soon aspossible to the stockbroker, bank or other agent through whom the sale ortransfer was effected for delivery to the purchaser or the transferee. However,the distribution of this document and any accompanying documents into certainjurisdictions other than the United Kingdom may be restricted by law. Thereforepersons into whose possession this document and any accompanying documents comeshould inform themselves about and observe any such restrictions. Failure tocomply with any such restrictions may constitute a violation of the securitieslaws of any such jurisdiction. This document should be read in conjunction with the Prospectusrelating to Taylor Woodrow which accompanies this document. This document does not constitute an offer of any securities forsale. Applications will be made to the UKLA for the Taylor Wimpey Sharesproposed to be issued in connection with the Scheme to be admitted to theOfficial List and to the London Stock Exchange for the New Taylor Woodrow Sharesto be admitted to trading on the London Stock Exchange's main market for listedsecurities. It is expected that Admission will become effective, and thatdealings in the Taylor Wimpey Shares will commence, on the Effective Date which,subject to the satisfaction of certain conditions, including the sanction of theScheme by the Court, is expected to occur on 3 July 2007. Taylor Woodrow plc (proposed to be renamed Taylor Wimpey plc) (Incorporated under the Companies Act 1929 and registered in England and Wales with Registered No. 00296805) Proposed merger with George Wimpey plc by means of a scheme of arrangement under section 425 of the Companies Act 1985 Circular to shareholders and Notice of Extraordinary General Meeting of the Company Your attention is drawn to the letter from the Chairman of theCompany which is set out on pages 5 to 15 of this document and which containsthe unanimous recommendation of the Taylor Woodrow Directors that you vote infavour of the Resolutions to be proposed at the Taylor Woodrow ExtraordinaryGeneral Meeting referred to below. Please read the whole of this document andthe Prospectus and, in particular, the risk factors set out in the sectionheaded "Risk factors" on pages 11 to 21 of the Prospectus. You should not relysolely on the information summarised in this document. Notice of an extraordinary general meeting of the Company to be heldat Danesfield House Hotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL72EY on 29 May 2007 at 8.00 a.m. is set out at the end of this document. A Formof Proxy for the Taylor Woodrow Extraordinary General Meeting (the "Form ofProxy") is enclosed. To be valid, Forms of Proxy should be completed, signed andreturned in accordance with the instructions printed on them so as to bereceived by the Company's registrars, Capita Registrars, at the return addresson the enclosed envelope, as soon as possible and in any event no later than8.00 a.m. on 27 May 2007. If you hold Taylor Woodrow Shares in CREST, you mayappoint a proxy by completing and transmitting a CREST Proxy Instruction to theCompany's registrars, Capita Registrars (CREST participant RA10), so that it isreceived by no later than 8.00 a.m. on 27 May 2007. Completion and return of aForm of Proxy will not preclude you from attending and voting in person at theTaylor Woodrow Extraordinary General Meeting, should you so wish. The Taylor Wimpey Shares will not be, and are not required to be,registered with the SEC under the US Securities Act in reliance upon theexemption from the registration requirements of the US Securities Act providedby Section 3(a)(10) of that act. Neither the SEC nor any other US federal orstate securities commission or regulatory authority has approved or disapprovedthe Taylor Wimpey Shares or passed an opinion on the adequacy of this document.Any representation to the contrary is a criminal offence in the United States.Persons (whether or not US persons) who are affiliates (within the meaning ofthe US Securities Act) of Taylor Woodrow or George Wimpey prior to, or TaylorWimpey after, the Effective Date will be subject to timing, manner of sale andvolume restrictions on the sale of Taylor Wimpey Shares received in connectionwith the Scheme under Rule 145(d) of the US Securities Act. UBS Limited is acting for Taylor Woodrow and no-one else inconnection with the Merger and the Admission and will not regard any otherperson (whether or not a recipient of this document) as its client in relationto the Merger or the Admission and will not be responsible to anyone other thanTaylor Woodrow for providing the protections afforded to the clients of UBS norfor giving advice in relation to the Merger, the Admission or any other matterreferred to in this document. Morgan Stanley is acting for Taylor Woodrow and no-one else inconnection with the Merger and will not regard any other person (whether or nota recipient of this document) as its client in relation to the Merger and willnot be responsible for providing the protections afforded to the clients ofMorgan Stanley nor for giving advice in relation to the Merger or any matterreferred to in this document. Dated 4 May 2007. Contents PageExpected Timetable of Principal Events............................... 3Relevant Documentation............................................... 3Directors, Company Secretary, Registered Office and Advisers............................................................. 4Part I Letter From the Chairman of Taylor Woodrow PLC............. 5Part II Additional Information..................................... 16Definitions.......................................................... 18Taylor Woodrow PLC-Notice of Extraordinary General Meeting........... 23 Expected Timetable of Principal Events Latest time for lodging forms of proxy for Taylor Woodrow Extraordinary General Meeting................................... 8.00 a.m. 27 May 2007 Taylor Woodrow Extraordinary General Meeting...... 8.00 a.m. on 29 May 2007Scheme Meeting.................................... 10.30 a.m. on 4 June 2007George Wimpey Extraordinary General Meeting........ 10.45 a.m. on 4 June 2007(1)First Court hearing to sanction the Scheme......... 26 June 2007Second Court hearing to confirm the Capital Reduction.......................................... 2 July 2007Scheme Record Time................................. 6.00 p.m. on 2 July 2007Effective Date of the Scheme....................... 3 July 2007(2)De-listing of George Wimpey Shares................. 3 July 2007(2)Issue of Taylor Wimpey Shares...................... 3 July 2007(2)Commencement of dealings on the London Stock Exchange of Taylor Wimpey Shares 3 July 2007(2)Crediting of Taylor Wimpey Shares to CREST accounts........................................... 3 July 2007(2)Latest date for despatch of share certificates in respect of Taylor Wimpey Shares by 17 July 2007(2) (1) Or as soon thereafter as the Scheme Meeting shall have concluded. (2) These dates are indicative only and will depend, among other things,on the date upon which the Conditions are either satisfied or (if capable ofwaiver) waived and the dates upon which the Court sanctions the Scheme andconfirms the Capital Reduction. All references in this document to times are to London time unless otherwisestated. Relevant Documentation The Prospectus dated 4 May 2007, which accompanies this document,sets out the basis on which Taylor Woodrow is entering into the Merger. Itincludes information concerning the reasons for the Merger, the risk factors andfurther details concerning Taylor Woodrow, the Taylor Woodrow Directors and theTaylor Wimpey Shares. The Prospectus has also been sent to George WimpeyShareholders and is available for inspection in accordance with paragraph 6 ofPart II of this document. Paragraph 2 of Part II of this document sets out thevarious sections of the Prospectus which are incorporated by reference into thisdocument. Directors, Company Secretary, Registered Office and Advisers DIRECTORS Norman Askew Ian Smith Peter Johnson Mike Davies Andrew Dougal Katherine Innes Ker Vernon Sankey COMPANY SECRETARY REGISTERED OFFICE Richard Morbey 2 Princes Way Solihull West Midlands B91 3ES LEAD FINANCIAL ADVISER, SPONSOR AND JOINT BROKER LEGAL ADVISER TO THE COMPANY AS TO ENGLISH LAW UBS Limited Slaughter and May 1 Finsbury Avenue One Bunhill Row London EC2M 2PP London EC1Y 8YY JOINT FINANCIAL ADVISER AUDITORS TO THE COMPANY AND AND JOINT BROKER REPORTING ACCOUNTANTS Morgan Stanley Deloitte & Touche LLP 25 Cabot Square Hill House Canary Wharf 1 Little New Street London E14 4QA London EC4A 3TR REGISTRARS AUDITORS TO GEORGE WIMPEY AND REPORTING ACCOUNTANTS Capita Registrars PricewaterhouseCoopers LLP Northern House 1 Embankment Place Woodsome Park London WC2N 6RH Fenay Bridge Huddersfield HD8 0LA Part I - Letter from the Chairman of Taylor Woodrow TAYLOR WOODROW PLC (Incorporated and registered in England and Wales under the Companies Act 1929 with registered number 00296805) Directors: Registered and Head Office:Norman Askew (Chairman) 2 Princes WayIan Smith (Chief Executive) SolihullPeter Johnson (Finance Director) West MidlandsMike Davies (Senior Independent Non-Executive Director) B91 3ESAndrew Dougal (Non-Executive Director)Katherine Innes Ker (Non-Executive Director)Vernon Sankey (Non-Executive Director) 4 May 2007 Dear Shareholder, Proposed merger with George Wimpey plc 1. Introduction On 26 March 2007, the Boards of Taylor Woodrow and George Wimpeyannounced that they had reached agreement on the terms of a recommendedall-share merger to create the UK's largest house building group, to be called"Taylor Wimpey". The Merger is to be effected by way of a scheme of arrangementunder section 425 of the Companies Act and, subject to the satisfaction, or,where appropriate, waiver, of the Conditions, it is expected that the Mergerwill become Effective on 3 July 2007. Owing to its size, the Merger requires the approval of TaylorWoodrow Shareholders and, accordingly, the Taylor Woodrow Extraordinary GeneralMeeting has been convened for 8.00 a.m. on 29 May 2007 at Danesfield HouseHotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY. Resolutions arealso being proposed to ensure that there is sufficient authorised but unissuedshare capital following the Merger in respect of which the Taylor WoodrowDirectors have authority to allot, to replenish the Company's authority to makemarket purchases of Taylor Woodrow Shares, to change the name of Taylor Woodrowto "Taylor Wimpey plc" and to increase the annual amount the Company may pay asnon-executive directors' fees. An explanation of the Resolutions to be proposedat the meeting is set out in paragraph 12 below. The Taylor Woodrow Boardconsiders that the Resolutions are in the best interests of the Company andunanimously recommends that Taylor Woodrow Shareholders vote in favour of theResolutions. I am writing to you to give you further details of the Merger,including the reasons for it, to explain why the Taylor Woodrow Board considersit to be in the best interests of Taylor Woodrow and to seek your approval ofthe Resolutions. Accompanying this document is the Prospectus which containsfurther details of the Merger. 2. Summary of the terms of the Merger Pursuant to the Merger, implementation of which is subject to theConditions and the full terms and conditions of which are set out in the SchemeDocument, Scheme Shareholders will be entitled to receive: for each George Wimpey Share 1.3914 Taylor Wimpey Shares This ratio is calculated by taking into account the share capital ofGeorge Wimpey on a fully diluted basis. Based on the Closing Price of Taylor Woodrow Shares on 2 May 2007,the latest practicable date prior to the publication of this document, theMerger values George Wimpey at approximately £2,749 million. Immediately following the Effective Date, assuming that 564,974,438Taylor Wimpey Shares to be issued pursuant to the Scheme had been issued andthat no Taylor Woodrow Shares are issued in the period from the publication ofthis document to the Effective Date, it is expected that Taylor WoodrowShareholders will own approximately 51 per cent. and George Wimpey Shareholderswill own approximately 49 per cent. of the enlarged issued share capital ofTaylor Wimpey. Fractions of Taylor Wimpey Shares will not be allotted or issuedpursuant to the Scheme. Fractional entitlements to Taylor Wimpey Shares will beaggregated and sold in the market and the net proceeds of sale will bedistributed pro rata to persons entitled thereto. Those Taylor Woodrow Shareholders who are on the register of TaylorWoodrow Shareholders as at close of business on 25 May 2007 will be entitled toreceive and retain the Taylor Woodrow final dividend of 9.75 pence per TaylorWoodrow Share in respect of the year ended 31 December 2006, payable on 2 July2007. The Taylor Wimpey Shares will be issued credited as fully paid andwill rank pari passu in all respects with the Taylor Woodrow Shares in issue atthe time the Taylor Wimpey Shares are delivered pursuant to the Merger,including the right to receive and retain dividends and other distributions (ifany) paid by reference to a record date after the Effective Date. Applicationswill be made to the UK Listing Authority for the Taylor Wimpey Shares to beadmitted to the Official List and to the London Stock Exchange for the TaylorWimpey Shares to be admitted to trading on the London Stock Exchange's mainmarket for listed securities. 3. Information on the Taylor Woodrow Group and the George Wimpey Group 3.1 Taylor Woodrow Group Taylor Woodrow has been building homes since 1921 and has operationsin the UK, North America, Spain and Gibraltar, and is engaged in residential andmixed use property development and construction activities. Taylor Woodrow'sproduct range spans from affordable to executive homes and includes lifestylecommunities and luxury second homes. For the year ended 31 December 2006, the Taylor Woodrow Groupreported turnover of £3,572.1 million (excluding joint ventures), operatingprofit of £469.8 million, pre-tax profit of £405.6 million and net income of£290.6 million. Taylor Woodrow reported net assets of £2,105.5 million as at 31December 2006. For the year ended 31 December 2006, the Taylor Woodrow Groupeffected 13,165 home completions (out of which 8,294 were in the UK and 4,492were in North America), with an average selling price of £207,000. As at 31December 2006, the Taylor Woodrow Group had a total landbank of 68,662 plots,out of which 34,827 were in the UK, 31,353 were in North America and 2,482 werein Spain and Gibraltar. This equates to 4.2 years of supply in the UK and 4.4years of supply in North America at 2006 volumes. Investors should read the whole of this document and the sections ofthe Prospectus listed in paragraph 2 of Part II of this document and not relysolely on summarised financial information in this section. 3.2 George Wimpey Group George Wimpey has been involved in construction-related activitiesfor over 125 years and has been building homes since the 1920s. It is the parentof a group of dedicated house building companies with operations throughout theUK and in the US. George Wimpey's residential offerings range from apartmentsfor first time buyers to compact townhouses to large detached family homes. For the year ended 31 December 2006, the George Wimpey Groupreported turnover of £3,147.4 million (excluding joint ventures), operatingprofit before exceptional items of £422.8 million, pre-tax profit preexceptional items of £370.9 million and net income pre exceptional items of£256.0 million. George Wimpey reported net assets of £1,707.1 million as at 31December 2006. In 2006, the George Wimpey Group effected 17,963 completions (out ofwhich 13,616 were in the UK and 4,347 were in the US), with an average sellingprice of £175,400 in the UK and an average selling price of $319,600 in the US.As at 31 December 2006, the George Wimpey Group had a landbank of 76,736 plots,out of which 57,999 were in the UK and 18,737 were in the US. This equates to4.3 years worth of supply at 2006 volumes. Investors should read the whole of this document and the sections ofthe Prospectus listed in paragraph 2 of Part II of this document and not relysolely on summarised financial information in this section. 4. Reasons for the Merger The Board of Taylor Woodrow believes that the Merger has compellingstrategic and financial logic for both companies and offers shareholders theopportunity to share in value upside going forward. The Merger creates acombined business with significantly enhanced prospects in both the UK and theUS: • the Taylor Wimpey Group will be the leading UK house builder in termsof completions, will have a combined UK landbank of over 92,000 plots and isexpected to deliver margins in its UK business in line with the UK sectoraverage within the next three years; and • the Taylor Wimpey Group will be strengthened in the US through thecombination of highly complementary operations across some of the mostattractive US markets. The principal benefits of the Merger include: • Margin growth in the UK Both Taylor Woodrow and George Wimpey have significant potential ona standalone basis to improve their underlying UK housing margins from currentlevels and their respective strategies to deliver this improvement are veryclosely aligned. George Wimpey's existing progress in this area is a clearindication of the momentum and success of these initiatives and Taylor Woodrow'sown standalone potential is equally strong as the Taylor Woodrow Group capturesthe benefits of a more complementary regional structure and build costefficiencies. The Merger will both accelerate margin improvement and increase theoverall margin for both businesses, through a combination of: • cost synergies-savings in the UK alone should result in a circa 1.5percentage point improvement in UK margins; • build costs-Taylor Wimpey will look to utilise George Wimpey's skillsin build cost management, which in 2006 achieved build costs of 51.4 per cent.of revenue in the UK; and • land costs-the Taylor Wimpey Group will benefit from the UK landdevelopment skills of Taylor Woodrow's operations, which in 2006 had land costsof 24.3 per cent. of UK revenue and had an average plot cost of approximately£38,000 at year end. The Taylor Woodrow Board is confident that the Merger willaccelerate the potential of the Taylor Wimpey Group to deliver a UK housingmargin in its UK business in line with the sector average within the next threeyears. • Economies of scale in the UK The Merger should help secure the future growth of the Taylor WimpeyGroup by enhancing its ability to buy and develop significant parcels of land.Through leveraging its increased scale, the Taylor Wimpey Group should be ableto achieve improved procurement terms and conditions whilst maximising supplychain efficiency. The Taylor Wimpey Group will have a substantial, high qualityand more balanced combination of current and strategic landbank, and will bebetter placed to succeed in a challenging planning environment in the UK. • Future recovery and growth in the North American housing market The Taylor Wimpey Group will benefit from the highly complementarynature of the two businesses across some of the most attractive high growthstates in North America, particularly Florida, California, Arizona and Texas.The product portfolio of the Taylor Wimpey Group will be enhanced by the broaderoffering to the market through the Taylor Woodrow brand, and the mid-marketthrough George Wimpey's Morrison Homes brand. In addition, the Taylor Wimpey Group will be better positioned tobenefit from any market recovery and will have the financial flexibility to takeadvantage of acquisition opportunities as the cycle turns. • Synergies The Taylor Wimpey Group will focus on driving out costs from thecombined operations by delivering on its efficiency targets, rationalisingcorporate costs and improving the collective procurement process. This isexpected to lead to pre-tax synergies significantly in excess of £70 million bythe end of the first full financial year following the Effective Date, at aone-off cost of around £60 million, the majority of which will be incurred inthe current financial year. These synergies are in addition to the previously announced costsavings of £25 million in George Wimpey's UK business, and combined savings inexcess of US$20 million in the US in 2007. • Balance sheet The Taylor Wimpey Board intends to review the ongoing capitalrequirements of the Taylor Wimpey Group and will communicate the conclusions ofthis review before the end of 2007. This review will ensure that therequirements for growth are balanced by a suitable capital structure. Surpluscapital, in excess of that required to deliver the business plan in asustainable way, will be returned to shareholders. 5. Dividend policy Taylor Woodrow and George Wimpey have significantly increased thedividends paid to shareholders over recent years, reflecting their confidence inthe long term growth potential of their respective businesses. As a reflectionof the improved strength and prospects of the Taylor Wimpey Group, versus eithercompany on a standalone basis, the Taylor Wimpey Board anticipates deliveringenhanced dividend growth. 6. Financial effects of the Merger On a proforma basis and assuming the Merger had become Effective on31 December 2006, the Taylor Wimpey Group would have had net assets of £4,854million at that date (based on the net assets of Taylor Woodrow Group and GeorgeWimpey Group as at 31 December 2006) as more fully described in Part VIII of theProspectus which is incorporated by reference into this document. The Merger is expected to be earnings enhancing for both TaylorWoodrow Shareholders and George Wimpey Shareholders in the first full financialyear following the Effective Date, including synergies, excluding one-off costs.(1) (1) Nothing in this document should be interpreted to mean that thefuture earnings per share of Taylor Wimpey will necessarily match or exceed thehistorical earnings per share of Taylor Woodrow or George Wimpey. 7. Management and employees of the Taylor Wimpey Group The Taylor Wimpey Group, upon completion of the Merger, will beoperated and managed by a management team formed from a combination of TaylorWoodrow's and George Wimpey's existing management. The respective managementteams plan to work together to fully integrate the staff and operations of thetwo groups and further develop their combined businesses. Both Taylor Woodrowand George Wimpey recognise the valuable contributions of their respectivemanagement and employees in delivering a successful business and share the viewthat both teams will be critical to the success of the Taylor Wimpey Group goingforward. As from the Effective Date, the Taylor Wimpey Board will comprisethe following members: Name Role Current companyNorman Askew.................................. Chairman Taylor WoodrowPeter Redfern................................. Chief Executive George WimpeyPeter Johnson................................. Finance Director Taylor WoodrowIan Sutcliffe................................. UK Managing Director (Housing) George WimpeyJohn Landrum.................................. North American President Taylor WoodrowDavid Williams................................ Senior Independent Non-Executive Director George WimpeyMike Davies................................... Non-Executive Director Taylor WoodrowBrenda Dean................................... Non-Executive Director George WimpeyAndrew Dougal................................. Non-Executive Director Taylor WoodrowKatherine Innes Ker........................... Non-Executive Director Taylor WoodrowAnthony Reading............................... Non-Executive Director George Wimpey The Boards of Taylor Woodrow and George Wimpey have confirmed toeach other that, following the Scheme becoming Effective, the existingemployment rights, including pension rights, of all employees of both TaylorWoodrow and George Wimpey will be fully safeguarded. As described in paragraph 4 of this Part I, the Taylor Wimpey Groupwill focus on, amongst other things, rationalising corporate costs and improvingthe collective procurement process. This is expected to result in redundanciesin both the UK and the US. Any such redundancies which result from the Mergerare expected to occur across the breadth of the Taylor Wimpey Group. The corporate head office of the Taylor Wimpey Group will be locatedin London. A new UK housing head office will be established and the NorthAmerican head office will be located in Bradenton, Florida. It is expected thatthere will be, in due course following the Merger, a consolidation of certainregional offices in the UK and the US. 8. Irrevocable undertakings The Taylor Woodrow Directors have unanimously agreed to recommendthat Taylor Woodrow Shareholders vote in favour of the Resolutions to beproposed at the Taylor Woodrow Extraordinary General Meeting relating to theMerger as they have undertaken to do in respect of their own beneficial holdingsof 238,048 Taylor Woodrow Shares representing, in aggregate, approximately 0.04per cent. of the existing issued share capital of Taylor Woodrow. Theseundertakings will cease to be binding if: (i) the Scheme lapses or is withdrawn;or (ii) the Scheme has not become Effective by 6.00 p.m. on the Long Stop Date. The George Wimpey Directors have unanimously agreed to recommendthat George Wimpey Shareholders vote in favour of the resolutions relating tothe Merger to be proposed at the Scheme Meeting and the George WimpeyExtraordinary General Meeting as they have undertaken to do in respect of theirown beneficial holdings of 300,108 George Wimpey Shares representing, inaggregate, approximately 0.07 per cent. of the existing issued share capital ofGeorge Wimpey. These undertakings will cease to be binding if: (i) the Schemelapses or is withdrawn; or (ii) the Scheme has not become Effective by 6.00 p.m.on the Long Stop Date. 9. Merger Agreement Taylor Woodrow and George Wimpey have entered into a MergerAgreement in relation to the Merger which contains provisions regarding theimplementation of the Merger and certain assurances and confirmations betweenthe parties (including terms regarding the conduct of the businesses pendingcompletion of the Merger). The Merger Agreement also includes the followingprovisions: Non-solicitation arrangements Taylor Woodrow and George Wimpey have undertaken, amongst otherthings, not to, and to procure that members of their respective groups and theirrespective directors, management and professional advisers shall not, solicit,induce or initiate an Independent Competing Transaction. Taylor Woodrow and George Wimpey have also undertaken to notify theother immediately of any approach that is made to it or any other member of itsgroup or its directors, employees, advisers or agents in relation to anIndependent Competing Transaction and the material terms of such transaction andto keep the other party informed as to the progress of such approach. Mutual break fee arrangements Taylor Woodrow has agreed to pay George Wimpey a break fee of£24,469,000 or, in the case of the circumstance referred to in paragraph (D)below, £12,234,500 (in each case inclusive of irrecoverable VAT) on the first tooccur of the following: (A) an Independent Competing Transaction for Taylor Woodrow is announced(whether or not on a pre-conditional basis) and the directors of Taylor Woodrowannounce their intention to or recommend that Taylor Woodrow Shareholders acceptsuch transaction; (B) an Independent Competing Transaction for Taylor Woodrow is announced(whether or not on a pre-conditional basis) and such transaction becomes or isdeclared wholly unconditional or is otherwise completed; (C) the recommendation by the directors of Taylor Woodrow to the TaylorWoodrow Shareholders to vote in favour of the resolutions proposed at the TaylorWoodrow Extraordinary General Meeting, at or prior to such meeting is withdrawn,qualified or adversely amended; (D) the Taylor Woodrow Shareholders fail to pass the resolutions necessaryto implement the Merger and proposed at the Taylor Woodrow Extraordinary GeneralMeeting; or (E) George Wimpey terminates the Merger Agreement in accordance with itsterms following a breach by Taylor Woodrow of a term of the Merger Agreementwhich has a material adverse effect on the Merger or its implementation. George Wimpey has agreed to pay Taylor Woodrow a break fee of£24,469,000 or, in the case of the circumstances referred to in paragraph (D)below, £12,234,500 (in each case inclusive of irrecoverable VAT) on the first tooccur of the following: (A) an Independent Competing Transaction for George Wimpey is announced(whether or not on a pre-conditional basis) and the directors of George Wimpeyannounce their intention to or recommend that George Wimpey Shareholders acceptsuch transaction; (B) an Independent Competing Transaction for George Wimpey is announced(whether or not on a pre-conditional basis) and such transaction becomes or isdeclared wholly unconditional or is otherwise completed; (C) the recommendation by the directors of George Wimpey to the GeorgeWimpey Shareholders to vote in favour of the resolutions to implement the Schemeat the Scheme Meeting or the George Wimpey Extraordinary General Meeting iswithdrawn, qualified or adversely amended; (D) the Scheme Shareholders fail to approve the Scheme at the SchemeMeeting or George Wimpey Shareholders fail to approve the resolutions proposedat the George Wimpey Extraordinary General Meeting; or (E) Taylor Woodrow terminates the Merger Agreement in accordance with itsterms following a breach by George Wimpey of a term of the Merger Agreementwhich has a material adverse effect on the Merger or its implementation. Further details on the Merger Agreement are provided insub-paragraphs 10.5 of Part I and 8.1 of Part XI of the Prospectus. 10. Settlement, listing and dealing of New Taylor Woodrow Shares Applications will be made to the UK Listing Authority and to theLondon Stock Exchange for the Taylor Wimpey Shares to be issued in connectionwith the Merger to be admitted to the Official List and to trading on the LondonStock Exchange's main market for listed securities. The Taylor Wimpey Shares areexpected to be issued on the Effective Date. It is expected that Admission willbecome effective, and that dealings for normal settlement in the Taylor WimpeyShares will commence, on the date on which the Scheme becomes Effective. 11. Implementation of the Merger It is intended that the Merger will be effected by means of a schemeof arrangement under section 425 of the Companies Act (although Taylor Woodrowand George Wimpey reserve the right to implement the Merger by way of TaylorWoodrow making an Offer for the entire issued and to be issued share capital ofGeorge Wimpey instead). The Scheme will involve an application by George Wimpeyto the Court to sanction the Scheme. Upon the Scheme becoming Effective, George Wimpey will become awholly-owned subsidiary of Taylor Woodrow and it is intended that George Wimpeybe re-registered as a private limited company on the Effective Date. The Scheme will be subject to the Conditions and the full terms andconditions which are set out in the Scheme Document. The Conditions aresummarised in paragraph 9 of Part I of the Prospectus. To become Effective, the Scheme requires the approval of SchemeShareholders by the passing of the resolution proposed at the Scheme Meeting.The resolution must be approved by a majority in number present and voting,either in person or by proxy, representing not less than 75 per cent. in valueof the Scheme Shares which are voted at the Scheme Meeting (or any adjournmentthereof). The Scheme also requires the passing of the resolutions necessary toimplement the Scheme at the George Wimpey Extraordinary General Meeting,requiring the approval of George Wimpey Shareholders representing at least 75per cent. of the votes cast at the George Wimpey Extraordinary General Meeting,which will be held immediately after the Scheme Meeting. Following the Scheme Meeting and the George Wimpey ExtraordinaryGeneral Meeting, the Scheme must be sanctioned and the Capital Reductionconfirmed by the Court, and will only become Effective on delivery to theRegistrar of Companies of: (i) a copy of the First Court Order; and (ii) a copy of the Second Court Order, and in the case of the Second Court Order, it being registered bythe Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all GeorgeWimpey Shareholders, irrespective of whether or not they attended or voted atthe Scheme Meeting or the George Wimpey Extraordinary General Meeting. The formal documentation setting out details of the Merger,including the Scheme Document setting out the procedures to be followed toapprove the Scheme and the Prospectus relating to Taylor Woodrow and the TaylorWimpey Shares, is being posted to George Wimpey Shareholders today. As stated above, Taylor Woodrow and George Wimpey reserve the rightto implement the Merger by way of an Offer. In such event, the Merger will beimplemented on the same terms (subject to appropriate amendments including(without limitation) an acceptance condition set at 90 per cent. of the sharesto which the Merger relates or such other percentage as may be required by thePanel and subject to availability of an exemption from the registrationrequirements of the US Securities Act and such amendments that Taylor Woodrowdeems necessary or appropriate in respect of US securities laws), so far asapplicable, as those which would apply to the implementation of the Merger bymeans of the Scheme. 12. Taylor Woodrow Extraordinary General Meeting and Resolutions The notice convening the Taylor Woodrow Extraordinary GeneralMeeting, at which the Resolutions will be proposed, is set out at the end ofthis document. The full text of the Resolutions is set out in the notice. The implementation of the Merger is conditional upon the passing ofthe first resolution set out in the notice. Resolution 1 Resolution 1 will be proposed as an ordinary resolution requiring asimple majority of votes in favour. The Merger will not proceed if Resolution 1is not passed. Resolution 1 proposes that: • the Merger be approved and the Taylor Woodrow Directors be authorisedto implement the Merger; • the authorised share capital of the Company be increased from820,000,000 to 1,384,974,438 Taylor Woodrow Shares by the creation of564,974,438 Taylor Woodrow Shares. This number of Taylor Woodrow Sharesrepresents an increase of approximately 69 per cent. of the authorised sharecapital of the Company as at 2 May 2007, the latest practicable date prior topublication of this document. The purpose of this authority is to enable theCompany to allot up to 564,974,438 new Taylor Woodrow Shares in connection withthe Merger; and • the Taylor Woodrow Directors be authorised to allot Taylor WoodrowShares in connection with the Merger up to an aggregate nominal amount of£141,243,609.50 (representing, in aggregate, 564,974,438 new Taylor WoodrowShares). This authority will expire on 1 December 2007 and is in addition to anysubsisting authorities to allot shares in the Company. These new Taylor WoodrowShares represent approximately 97 per cent. of the issued share capital of theCompany (excluding shares held in treasury) as at 2 May 2007, the latestpracticable date before the publication of this document. Resolution 2 Resolution 2 will be proposed as an ordinary resolution requiring asimple majority of votes in favour. The Merger is not conditional on the passingof this resolution. Resolution 2 proposes that: • conditional upon the Merger becoming Effective, the authorised sharecapital of the Company be increased by the creation of a further 615,025,562Taylor Woodrow Shares. The purpose of this authority is to create sufficientheadroom of unissued share capital for the Company's purposes generallyfollowing the Merger. If this resolution 2 is passed, the total increase inauthorised share capital sought by resolutions 1 and 2 taken together willrepresent an increase of approximately 59 per cent. of the enlarged authorisedshare capital of the Company following the Merger; and • conditional upon the Merger becoming Effective, the Taylor WoodrowDirectors be authorised to allot Taylor Woodrow Shares in addition to the amountdescribed under resolution 1 above, up to an aggregate nominal amount of£46,127,715 (representing, in aggregate, 184,510,860 Taylor Woodrow Shares).This authority will expire at the conclusion of the Company's annual generalmeeting in 2008 and is in addition to any subsisting authorities to allot sharesin the Company. At the Company's annual general meeting on 2 May 2007, an ordinaryresolution was passed granting the Taylor Woodrow Directors the authority toallot relevant securities up to an aggregate nominal amount of £48,493,087(representing, in aggregate, 193,972,348 Taylor Woodrow Shares), such authorityto expire at the conclusion of the Company's annual general meeting in 2008. Accordingly, if resolution 2 is passed: • the Company will have 840,848,141 authorised but unissued TaylorWoodrow Shares following the Merger (excluding for these purposes 12,233,047Shares held in treasury); and • the Taylor Woodrow Directors will have the authority to allot TaylorWoodrow Shares up to an aggregate nominal amount of £94,620,802 (representing,in aggregate, 378,483,208 Taylor Woodrow Shares) which would representapproximately 33 per cent. of the enlarged issued share capital of TaylorWoodrow (excluding treasury shares) immediately following the Effective Date, assuming, in each case, that the maximum number of 564,974,438 newTaylor Woodrow Shares are issued pursuant to the Merger and that no TaylorWoodrow Shares are issued in the period from publication of this document to theEffective Date. The Taylor Woodrow Directors have no present intention to exercisethe authority sought under resolution 2. Resolution 3 Resolution 3 will be proposed as an ordinary resolution requiring asimple majority of votes in favour. The Merger is not conditional on the passingof this resolution. Resolution 3 proposes, subject to the Merger becoming Effective, toincrease the total amount which may be paid in respect of non-executivedirectors' fees under article 99 of the Company's articles of association to£1,000,000 per annum. This increase is felt necessary given the proposed additions to theTaylor Woodrow Board and to ensure that the Company continues to be able to payfees to its non-executive directors which reflect market rates. Resolution 4 Resolution 4 will be proposed as a special resolution requiring a 75per cent. majority of the votes in favour. The Merger is not conditional on thepassing of this resolution. Resolution 4 proposes, subject to the Merger becoming Effective, toadd to the Company's authority to purchase some of its ordinary shares in themarket which authority was renewed at the Company's annual general meeting on 2May 2007. Any purchases made under this authority would be made in one or moretranches and would be limited in aggregate to such number of Taylor WoodrowShares so that when taken together with the authority granted at the Company'sannual general meeting on 2 May 2007, the Company's authority to purchase itsshares would be limited in aggregate to approximately ten per cent. of theenlarged issued share capital of the Company (excluding treasury shares)immediately following the Effective Date (assuming that the maximum number of564,974,438 new Taylor Woodrow Shares are issued pursuant to the Merger and thatno Taylor Woodrow Shares are issued in the period from the publication of thisdocument to the Effective Date). The maximum price to be paid on any exercise of the authority wouldnot exceed 105 per cent. of the average of the middle market quotations forTaylor Woodrow Shares for the five Business Days immediately preceding the dateof the purchase. As at 2 May 2007, the latest practicable date before the publicationof this document, the total number of options to subscribe for Taylor WoodrowShares which may give rise to the issue of new Taylor Woodrow Shares was6,791,943. This figure represents: • approximately 0.6 per cent. of the Company's enlarged issued sharecapital (excluding treasury shares) immediately following the Effective Date;and • if both the authority to buy back shares granted at the annual generalmeeting on 2 May 2007 and the authority to buy back shares sought underresolution 4 were used in full, approximately 0.7 per cent. of the Company'senlarged issued share capital (excluding treasury shares) immediately followingthe Effective Date, in each case assuming that the maximum number of 564,974,438 newTaylor Woodrow Shares are issued pursuant to the Merger and that no TaylorWoodrow Shares are issued in the period from publication of this document to theEffective Date. Whilst the Taylor Woodrow Director have no present plans as such toexercise the power which this authority would confer, this authority may be usedin conjunction with any return of capital to the Company's shareholders decidedupon in the future. The Taylor Woodrow Directors would only exercise such powerto purchase shares when satisfied that any purchase would have a beneficialeffect on earnings per share and/or on net assets per share and generally thatit would be in shareholders' interests to exercise this power. This authoritywill expire at the conclusion of the annual general meeting of the Company in2008. If the Company were to purchase any of its own shares pursuant tothe authorisation conferred by this resolution, it would consider holding themas treasury shares, provided that the number of shares held in treasury shallnot at any one time exceed ten per cent. of the Company's issued share capitalheld by shareholders other than the Company. Resolution 5 Resolution 5 will be proposed as a special resolution requiring a 75per cent. majority of votes in favour. The Merger is not conditional on thepassing of this resolution. Resolution 5 approves, subject to the Merger becoming Effective, achange of the Company's corporate name to "Taylor Wimpey plc". 13. Number of issued shares and voting rights As at 2 May 2007, the latest practicable date prior to thepublication of this document, the Company's issued share capital consisted of594,177,421 Taylor Woodrow Shares of which 12,233,047 shares were held intreasury. The total number of voting rights in the Company as at 2 May 2007 wasthe net of these two figures, that is 581,944,374. 14. Action to be taken You will find enclosed with this document a Form of Proxy for use atthe Taylor Woodrow Extraordinary General Meeting or at any adjournment thereof.You are requested to complete and sign the Form of Proxy whether or not youpropose to attend the Taylor Woodrow Extraordinary General Meeting in person inaccordance with the instructions printed on it and return it as soon aspossible, but in any event so as to be received no later than 8.00 a.m. on 27May 2007, by the Company's registrars, Capita Registrars at Proxy ProcessingCentre, Telford Road, Bicester OX26 4LD or by hand (during normal businesshours) to The Registry, 34 Beckenham Road, Beckingham, Kent BR3 4TU. Alternatively, you may give proxy instructions by logging on towww.taylorwoodrow.com, such proxy instruction to be received by CapitaRegistrars no later than 8.00 a.m. on 27 May 2007. CREST members may also choose to utilise the CREST electronic proxyappointment service in accordance with the procedures set out in the noticeconvening the Taylor Woodrow Extraordinary General Meeting at the end of thisdocument. The lodging of the Form of Proxy (or the electronic appointment of aproxy) will not preclude you from attending and voting at the meeting in personif you so wish. 15. Further information Your attention is drawn to the further information set out in PartII of this document. You should also read the sections of the Prospectus listedin paragraph 2 of Part II of this document and, in particular, the risk factorsset out in the section headed "Risk factors" on pages 11 to 21 of theProspectus. 16. Recommendation The Taylor Woodrow Board, which has received financial advice fromUBS and Morgan Stanley, considers that the Merger is fair and reasonable. Inproviding advice to the Taylor Woodrow Board, UBS and Morgan Stanley have reliedon the Taylor Woodrow Board's commercial assessments of the Merger. The Taylor Woodrow Board believes that the Resolutions and theMerger are in the best interests of Taylor Woodrow and Taylor WoodrowShareholders as a whole. Accordingly, the Taylor Woodrow Board unanimouslyrecommends that Taylor Woodrow Shareholders vote in favour of the Resolutions tobe put to the Extraordinary General Meeting of Taylor Woodrow as they intend todo in relation to their own individual holdings which amount in aggregate to238,048 Taylor Woodrow Shares, representing approximately 0.04 per cent. of theexisting issued share capital of Taylor Woodrow as at 2 May 2007, the latestpracticable date prior to posting of this document. Yours faithfully, Norman Askew Chairman Part II - Additional Information 1. Responsibility The Taylor Woodrow Directors, whose names appear on page 5 of thisdocument, accept responsibility for the information contained in this document.To the best of the knowledge and belief of the Taylor Woodrow Directors (whohave taken all reasonable care to ensure that such is the case), the informationcontained in this document is in accordance with the facts and does not omitanything likely to affect the import of such information. 2. Relevant Documentation The following disclosures in the Prospectus are incorporated byreference into this document: Information Sections of the Prospectus Page incorporated number by reference into this document Information on Taylor Woodrow Risk factors relating to Taylor Woodrow business Risk factors 11 - 21Trend information relating to the Taylor Woodrow Group business Paragraph 4 of Part II 36Service contracts of the Taylor Woodrow Directors and the proposed directors Paragraph 7 of Part X 178Details of the Taylor Woodrow Directors' interests inTaylor Woodrow Shares Paragraph 6 of Part X 176The major interests in Taylor Woodrow Shares Paragraph 4 of Part XI 201Related party transactions Paragraph 7 of Part XI 215Details of material contracts Paragraph 8 of Part XI 215Details of material litigation Paragraph 11 of Part XI 220The significant change statement of Taylor Woodrow Paragraph 14 of Part XI 222Information on George Wimpey Risk factors relating to George Wimpey's business Risk factors 11 - 21Trend information relating to George Wimpey's business Paragraph 9 of Part III 46Financial information relating to George Wimpey Part VII 77 - 167Related party transactions Paragraph 7 of Part XI 215Details of material contracts Paragraph 8 of Part XI 215Details of material litigation Paragraph 11 of Part XI 220The significant change statement of George Wimpey Paragraph 14 of Part XI 222Pro forma statement of the Taylor Wimpey Group Pro forma statement of the Taylor Wimpey Group Part VIII 168 - 169Accountant's report on the pro forma statement of theTaylor Wimpey Group Part VIII 170 - 171Information on the Taylor Wimpey Group Risk factors relating to the Taylor Wimpey Group's business Risk factors 11 - 21Trend information relating to the Taylor Wimpey Group Paragraph 4 of Part II 36Conditions Summary of the Conditions Paragraph 9 of Part I 27Sources Sources and bases Paragraph 12 of Part XI 221 3. The Taylor Wimpey Shares The Taylor Wimpey Shares will be issued credited as fully paid andwill rank pari passu in all respects with the Taylor Woodrow Shares in issue atthe time the Taylor Wimpey Shares are delivered pursuant to the Merger,including the right to receive and retain dividends and other distributions (ifany) paid by reference to a record date after the Effective Date. The Taylor Wimpey Shares will not be, and are not required to be,registered with the SEC under the US Securities Act, in reliance on theexemption from the registration requirements of the US Securities Act providedby Section 3(a)(10) of that act. 4. Working capital Taylor Woodrow is of the opinion that, taking account of availablefacilities, the working capital available to the Taylor Wimpey Group issufficient for its present requirements, that is, for at least the next 12months from the date of the publication of this document. 5. Consents UBS, whose address is 1 Finsbury Avenue, London EC2M 2PP has givenand has not withdrawn its written consent to the inclusion in this document ofreferences to its name in the form and context in which they appear. Morgan Stanley, whose address is 25 Cabot Square, Canary Wharf,London E14 4QA has given and has not withdrawn its written consent to theinclusion in this document of references to its name in the form and context inwhich they appear. Deloitte & Touche LLP, whose address is Hill House, 1 Little NewStreet, London EC4A 3TR has given and has not withdrawn its written consent tothe incorporation by reference in this document of its report set out in PartVIII of the Prospectus in the form and context in which it is included. 6. Documents available for inspection Copies of all the documents referred to in paragraph 17 of Part XIof the Prospectus and the written consents referred to in paragraph 5 above willbe available for inspection at the following addresses during normal businesshours on each Business Day from the date of this document up to and includingthe date of Admission: (A) the registered office of Taylor Woodrow; and (B) the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY. They will also be available for inspection at Danesfield HouseHotel, Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY from at least 15minutes prior to the Taylor Woodrow Extraordinary General Meeting until theconclusion of that meeting. Dated 4 May 2007 Definitions The following definitions apply throughout this document unless thecontext otherwise requires: "Admission" means the admission of the Taylor Wimpey Shares to the Official List, in accordance with the Listing Rules, and the admission of the Taylor Wimpey Shares to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards;"Admission and Disclosure means the requirements contained in the publication "Admission and DisclosureStandards" Standards" (as amended from time to time) containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities;"Board(s)" means the Taylor Woodrow Board and/or the George Wimpey Board (as the case may be);"Business Day" means a day (other than a Saturday or Sunday or public holiday) on which banks are open for business in London;"Capital Reduction" means the proposed reduction of George Wimpey's share capital in connection with the Merger under section 135 of the Companies Act;"City Code" means the City Code on Takeovers and Mergers;"Closing Price" means the closing middle market price of a relevant share as derived from SEDOL on any particular day;"Companies Act" means the Companies Act 1985 but shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;"Company" or "Taylor Woodrow" means Taylor Woodrow plc;"Conditions" means the conditions to the implementation of the Merger which are summarised in paragraph 9 of Part I of the Prospectus and which are set out in full in Part 3 of the Scheme Document;"Court" means the High Court of Justice in England and Wales;"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo is the operator (as defined in the CREST Regulations);"CRESTCo" means CRESTCo Limited, the operator of CREST;"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended;"Effective" means: (i) if the Merger is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Merger is implemented by way of an Offer, such Offer having been declared or become unconditional in all respects in accordance with the requirements of the City Code;"Effective Date" means the date on which the Merger becomes Effective which is expected to take place on 3 July 2007;"First Court Order" means the order of the Court sanctioning the Scheme under section 425 of the Companies Act;"George Wimpey" means George Wimpey plc;"George Wimpey Board" means the board of directors of George Wimpey;"George Wimpey Directors" means the directors of George Wimpey;"George Wimpey Extraordinary means the extraordinary general meeting of George Wimpey Shareholders to be convenedGeneral Meeting" for the purposes of considering and, if thought fit, approving certain resolutions required to implement the Scheme (including any adjournment thereof);"George Wimpey Group" means George Wimpey, and its subsidiaries and subsidiary undertakings;"George Wimpey Shareholders" means the holders of George Wimpey Shares;"George Wimpey Shares" means the ordinary shares of 25 pence each in the capital of George Wimpey;"Independent Competing means:Transaction" (a) a proposed offer, merger, acquisition, scheme of arrangement, recapitalisation or other business combination involving the possible change of control of George Wimpey or Taylor Woodrow which, if accepted in full, would result in the offeror holding shares carrying over 50 per cent. of the voting rights of George Wimpey or Taylor Woodrow, as the case may be, and which is made by or with a party which is not acting in concert with George Wimpey or Taylor Woodrow; (b) an offer, proposal or approach from any party to acquire all or a substantial part of its share capital or a substantial part of value of its assets or of any material member of its group; or (c) an offer, proposal or approach from any party with a view to undertaking a transaction which would be an alternative to the Merger;"Listing Rules" means the rules and regulations of the UKLA, as amended from time to time and contained in the UKLA's publication of the same name;"London Stock Exchange" means London Stock Exchange plc;"Long Stop Date" means the date falling 120 days after the date on which the Scheme Document is posted (or such later time or date as Taylor Woodrow and George Wimpey may agree, with the approval of the Court and/or the Panel if required);"Merger" means the merger of George Wimpey and Taylor Woodrow to be implemented by way of scheme of arrangement pursuant to section 425 of the Companies Act or, if so agreed between Taylor Woodrow and George Wimpey, by an Offer, and where the context so permits references to an Offer shall mean whether made by way of scheme of arrangement or an Offer;"Merger Agreement" means the agreement entered into by Taylor Woodrow and George Wimpey on 25 March 2007 which includes, amonst other things, the break fee and non-solicitation arrangements between the parties and whereby the parties agreed to take certain steps to implement the Merger and record their respective obligations relating to such matters;"Morgan Stanley" means Morgan Stanley & Co. Limited;"Offer" means a takeover offer as that term is defined in section 974 of the Companies Act 2006;"Official List" means the official list of the UKLA;"Panel" means the Panel on Takeovers and Mergers;"pence" and "£" means the lawful currency of the United Kingdom;"Prospectus" means the prospectus prepared by Taylor Woodrow in connection with the Admission published on the date of this document;"Prospectus Rules" means the rules for the purposes of Part VI of the Financial Services and Markets Act 2000 in relation to offers of securities to the public and the admission of securities to trading on a regulated market;"Registrar of Companies" means the Registrar of Companies in England and Wales, within the meaning of the Companies Act;"Resolutions" means the resolutions set out in the notice convening the Taylor Woodrow Extraordinary General Meeting set out at the end of this document;"Scheme" means the proposed scheme of arrangement of George Wimpey under section 425 of the Companies Act to implement the Merger with or subject to any modification, addition or condition approved or imposed by the Court and/or agreed by Taylor Woodrow and George Wimpey;"Scheme Document" means the document dispatched to George Wimpey Shareholders in relation to the Scheme comprising the particulars required by section 426 of the Companies Act;"Scheme Meeting" means the meeting of the Scheme Shareholders to be convened by an order of the Court under section 425 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without amendment) and any adjournment thereof;"Scheme Shareholder" means a holder of a Scheme Share;"Scheme Shares" means: (a) the existing unconditionally issued George Wimpey Shares at the date of the Scheme Document; (b) any further George Wimpey Shares which are unconditionally issued after the date of the Scheme Document but before the Scheme Voting Record Time; and (c) any George Wimpey Shares issued at or after the Scheme Voting Record Time and before 6.00 p.m. on the day before the date on which the Second Court Order is made confirming the Capital Reduction in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme; in each case other than any George Wimpey Shares beneficially owned by Taylor Woodrow;"Scheme Voting Record Time" means 6.00 p.m. on the day which is two days before the Scheme Meeting or, if the Scheme Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting;"SEC" means the US Securities and Exchange Commission;"Second Court Order" means the order of the Court confirming the Capital Reduction;"SEDOL" means the London Stock Exchange Daily Official List;"subsidiary" and "subsidiary have the meanings ascribed to them under the Companies Act;undertaking""Taylor Wimpey" means Taylor Woodrow following its change of name on or around the Effective Date to Taylor Wimpey plc;"Taylor Wimpey Board" means the board of directors of Taylor Wimpey;"Taylor Wimpey Group" means, with effect from the Effective Date, the Taylor Woodrow Group (including the George Wimpey Group);"Taylor Wimpey Shares" means the new Taylor Woodrow Shares proposed to be issued, credited as fully paid up to Scheme Shareholders pursuant to the Merger;"Taylor Woodrow" or the means Taylor Woodrow plc;"Company""Taylor Woodrow Board" means the board of directors of Taylor Woodrow;"Taylor Woodrow Directors" means the directors of Taylor Woodrow;"Taylor Woodrow Extraordinary means the extraordinary general meeting of Taylor Woodrow to be held at 8.00 a.m. on 29General Meeting" May 2007 (and any adjournment thereof) for the purposes of considering and, if thought fit, approving the Resolutions;"Taylor Woodrow Group" means Taylor Woodrow, its subsidiaries and subsidiary undertakings;"Taylor Woodrow Shareholders" means the holders of Taylor Woodrow Shares;"Taylor Woodrow Shares" means the ordinary shares of 25 pence each in the capital of Taylor Woodrow;"UBS" means UBS Limited;"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;"UK Listing Authority" or means the United Kingdom Financial Services Authority in its capacity as the competent"UKLA" authority for the purposes of Part VI of the Financial Services and Markets Act 2000;"United States" or "US" means the United States of America, its territories and possessions, any State in the United States of America and the District of Columbia; and"US Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. All references to legislation in this document are to thelegislation of England and Wales unless the contrary is indicated. Any referenceto any provision of any legislation shall include any amendment, modification,re-enactment or extension thereof. Words importing the singular shall include the plural and viceversa, and words importing the masculine gender shall include the feminine orneutral gender. TAYLOR WOODROW PLC (Incorporated and registered in England and Wales under the Companies Act 1929 with registered number 00296805) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING ofTaylor Woodrow plc (the "Company") will be held at Danesfield House Hotel,Henley Road, Marlow-on-Thames, Buckinghamshire SL7 2EY at 8.00 a.m. on 29 May2007 for the purpose of considering and, if thought fit, passing the followingresolutions, of which resolutions 1, 2 and 3 will be proposed as ordinaryresolutions and resolutions 4 and 5 will be proposed as a special resolution: ORDINARY RESOLUTIONSResolution 1: THAT: (A) the proposed merger (the "Merger") with George Wimpey plc ("GeorgeWimpey"), whether implemented by way of scheme of arrangement pursuant tosection 425 of the Companies Act 1985 (the "Scheme") or takeover offer (the"Offer") made by or on behalf of the Company for the entire issued share capitalof George Wimpey, substantially on the terms and subject to the conditions setout in the circular to shareholders of the Company outlining the Merger and theprospectus prepared by the Company in connection with the Admission (as definedbelow) each dated 4 May 2007 (a copy of each of which is produced to the Meetingand signed 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 Merger; and(2) to agree such modifications, variations, revisions or amendments to theterms and conditions of the Merger (provided such modifications, variations,revisions or amendments are not material), and to any documents relatingthereto, as they may in their absolute discretion think fit; and (B) subject further to the Scheme becoming effective (save for thedelivery of the orders of the High Court of Justice in England and Walessanctioning the Scheme and confirming the reduction of capital of George Wimpeyto the Registrar of Companies in England and Wales (the "Court Sanction"), theregistration of such orders by the Registrar of Companies in England and Wales(the "Registration"), and the admission of the ordinary shares of nominal valueof 25 pence each to be issued in connection with the Merger to the Official Listof the UK Listing Authority and to trading on the main market of the LondonStock Exchange plc ("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 £205,000,000 to£346,243,609.50 by the creation of 564,974,438 new ordinary shares of nominalvalue of 25 pence each in the Company; and (C) subject further to the Scheme becoming effective (save for the CourtSanction, the Registration and Admission), or, as the case may be, the Offerbecoming or being declared wholly unconditional (save only for Admission),pursuant to section 80 of the Companies Act 1985, and in addition to anypreviously existing authority conferred upon the Directors under that section,the Directors be and are hereby authorised unconditionally to allot relevantsecurities (as defined in the said section 80) in connection with the Merger upto an aggregate nominal amount of £141,243,609.50, which authority shall expireat the conclusion of the annual general meeting of the Company in 2008, savethat the Company may allot relevant securities in connection with the Mergerpursuant to any agreement entered into at any time prior to such expiry (whetherbefore or after the passing of this resolution) which would or might requirerelevant securities to be allotted after such expiry and the Directors may allotrelevant securities in pursuance of such agreement as if the authority conferredhereby had not expired. Resolution 2: THAT: (A) subject to the Scheme becoming effective, or as the case may be, theOffer becoming or being declared wholly unconditional, the authorised sharecapital of the Company be and is hereby increased from £346,243,609.50 to£500,000,000 by the creation of 615,025,562 new ordinary shares of nominal valueof 25 pence each in the Company; and (B) subject to the Scheme becoming effective, or as the case may be, theOffer becoming or being declared wholly unconditional, pursuant to section 80 ofthe Companies Act 1985, and in addition to the amount set out in paragraph (C)of resolution 1 and any previously existing authority conferred upon theDirectors under that section, the Directors be and are hereby authorisedunconditionally to allot relevant securities (as defined in the said section 80)up to an aggregate nominal amount of £46,127,715, which authority shall expireat the conclusion of the annual general meeting of the Company in 2008, savethat the Company may allot relevant securities pursuant to any agreement enteredinto at any time prior to such expiry (whether before or after the passing ofthis resolution) which would or might require relevant securities to be allottedafter such expiry and the Directors may allot relevant securities in pursuanceof such agreement as if the authority conferred hereby had not expired. Resolution 3: THAT, subject to the Scheme becoming effective, or as the case maybe, the Offer becoming or being declared wholly unconditional, the total amountwhich may be paid in respect of directors' fees under article 99 of theCompany's articles of association be increased to £1,000,000 per annum. SPECIAL RESOLUTIONS Resolution 4: THAT, subject to the Scheme becoming effective or, as the case maybe, the Offer becoming or being declared wholly unconditional, the Company beand is hereby generally and unconditionally authorised to make market purchases(within the meaning of section 163(3) of the Companies Act 1985) of ordinaryshares of 25 pence each of the Company (such authority to be in addition to anyexisting authority to make such market purchases), provided that: (i) the maximum number of ordinary shares hereby authorised to bepurchased shall be 55,276,873; (ii) the minimum price which may be paid for ordinary shares is 25 penceper ordinary share; (iii) the maximum price (exclusive of expenses) which may be paid for anordinary share is an amount equal to 105 per cent. of the average of the middlemarket quotations for an ordinary share (as derived from the London StockExchange plc's Daily Official List) for the five business days immediatelypreceding the date on which such ordinary share is purchased; and (iv) the authority hereby conferred shall expire at the earlier of 28November 2008 and the conclusion of the annual general meeting of the Company in2008 unless such authority is renewed prior to such time save that the Companymay make contracts to purchase ordinary shares under the authority herebyconferred which will or may be executed wholly or partly after the expiry ofsuch authority, and may purchase ordinary shares in pursuance of any suchcontracts as if the authority conferred by this resolution had not expired. Resolution 5: THAT, subject to the Scheme becoming effective, or, as the case maybe, the Offer becoming or being declared wholly unconditional, the Company berenamed "Taylor Wimpey plc". 4 May 2007 By order of the Directors Richard MorbeyCompany Secretary Registered No. 00296805 Registered office: 2 Princes WaySolihullWest MidlandsB91 3ES Notes: 1. A member of the Company entitled to attend and vote at the meetingmay appoint a proxy or proxies to attend and, on a poll or a show of hands, voteinstead of him and a Form of Proxy is enclosed for the use of members unable toattend the meeting. On a show of hands, a proxy has not more than one vote evenif he is also a member or is a proxy for more than one member. Members who havelodged Forms of Proxy are not thereby prevented from attending the meeting andvoting in person if they so wish. A proxy need not be a member of the Company. 2. To be effective, the Form of Proxy (together with any power ofattorney or other authority under which it is signed or a notarially certifiedcopy of such power or authority) must be received by Capita Registrars at ProxyProcessing Centre, Telford Road, Bicester OX26 4LD or, if delivered by hand(during normal business hours) to The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU no later than 48 hours before the time appointed for the holding ofthe meeting or adjourned meeting. 3. Any proxy instructions given by logging on to www.taylorwoodrow.commust be received by Capita Registrars no later than 48 hours before the timeappointed for the holding of the meeting or adjourned meeting. 4. Pursuant to Regulation 41 of the Uncertificated SecuritiesRegulations 2001, the Company specifies that only those members entered on theregister of members of the Company at 6.00 p.m. (London time) on the day twodays before the meeting or, in the event that this meeting is adjourned, in theregister of members as at 6.00 p.m. (London time) on the day two days before thedate of any adjourned meeting shall be entitled to attend and vote at therelevant meeting in respect of the number of ordinary shares registered in theirnames at such time. Changes to the entries on the register of members after thistime, or in the event that this meeting is adjourned, in the register of membersafter 6.00 p.m. (London time) on the day two days before the date of theadjourned meeting shall be disregarded in determining the rights of any personto attend or vote at the meeting or any adjourned meeting. 5. CREST members who wish to appoint a proxy or proxies through theCREST electronic proxy appointment service may do so for the purpose of thismeeting and any adjournment(s) thereof by using the procedures described in theCREST Manual. CREST personal members or other CREST-sponsored members who haveappointed a voting service provider(s) should refer to their CREST sponsor orvoting service provider(s), who will be able to take the appropriate action ontheir behalf. In order for a proxy appointment or instruction made by means ofCREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction")must be properly authenticated in accordance with CRESTCo's specifications andmust contain the information required for such instructions, as described in theCREST Manual. The message must be transmitted so as to be received by theCompany's registrars, Capita Registrars (CREST participant RA10) not later than48 hours before the time appointed for the meeting. For this purpose, the timeof receipt will be taken to be the time (as determined by the timestamp appliedto the message by the CREST Applications Host) from which the Company's agent isable to retrieve the message by enquiry to CREST in the manner prescribed byCREST. CREST members and, where applicable, their CREST sponsors or votingservice provider(s) should note that CRESTCo does not make available specialprocedures in CREST for any particular messages. Normal system timings andlimitations will therefore apply in relation to the input of CREST ProxyInstructions. It is the responsibility of the CREST member concerned to take(or, if the CREST member is a CREST personal member or sponsored member or hasappointed a voting service provider(s), to procure that his CREST sponsor orvoting service provider(s) take(s)) such action as shall be necessary to ensurethat a message is transmitted by means of the CREST system by any particulartime. In this connection, CREST members and, where applicable, their CRESTsponsors or voting service provider(s) are referred, in particular, to thosesections of the CREST Manual concerning practical limitations of the CRESTsystem and timings. The Company may treat as invalid a CREST Proxy Instruction in thecircumstances set out in Regulation 35(5)(a) of the Uncertificated SecuritiesRegulations 2001. This information is provided by RNS The company news service from the London Stock Exchange

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Taylor Wimpey