26th Apr 2007 08:35
Barratt Developments PLC26 April 2007 For immediate release Not for release, publication or distribution in or into Australia, Canada orJapan. 26 April 2007 Completion of the acquisition of Wilson Bowden plc by Barratt Developments PLC The scheme of arrangement under section 425 of the Companies Act to implementthe recommended acquisition by Barratt of the entire issued and to be issuedshare capital of Wilson Bowden has now become Effective in accordance with itsterms and the Acquisition has been completed. Pursuant to the Mix and Match Facility elections for New Barratt Shares will bemet in full. Elections for cash cannot be satisfied in full since there havenot been sufficient offsetting elections for New Barratt Shares and, pursuant tothe terms of the Mix and Match Facility, the elections of the relevant WilsonBowden Shareholders will be scaled back on a pro rata basis. Accordingly, theholders of Wilson Bowden Shares who elected to receive cash will receive cash inrespect of approximately 4 per cent. of their elections. Wilson BowdenShareholders also elected for £102 million of Loan Notes rather than cash underthe Loan Note Alternative. Accordingly, Barratt will pay a total of £813million in cash and issue £102 million of Loan Notes. In respect of Wilson Bowden Shares for which no valid election under either theMix and Match Facility or the Loan Note Alternative has been made, Wilson BowdenShareholders will receive the basic offer consideration of 950 pence in cash and1.0647 New Barratt Shares for each Wilson Bowden Share. Wilson Bowden Shareholders' fractional entitlements to New Barratt Shares willbe aggregated and sold in the market and the net proceeds paid in cash to theWilson Bowden Shareholders entitled thereto. Dealings in Wilson Bowden Shares on the London Stock Exchange's main market forlisted securities and the listing of the Wilson Bowden Shares on the OfficialList have been cancelled at Wilson Bowden's request. The New Barratt Shareswere admitted to the Official List and to trading on the London Stock Exchange'smain market for listed securities with effect from 8 a.m. today. The latest date for the despatch of share certificates in respect of New BarrattShares and cheques in respect of the cash consideration payable and Loan Notecertificates in respect of Loan Note consideration is Thursday 10 May 2007, andfor settlement of cash consideration through CREST is Tuesday 8 May 2007.Settlement of the cash consideration whether by cheque or through CREST willalso include cash in respect of any fractional entitlements. Unless stated otherwise, terms defined in the Prospectus dated 8 March 2007 havethe same meaning in this announcement. Enquiries:Barratt Developments PLCTel: +44 (0) 191 227 2000Mark PainPatrick Law UBS Investment Bank(financial adviser and joint-broker to Barratt)Tel: +44 (0) 20 7567 8000Liam BeereJohn Woolland Credit Suisse Securities (Europe) Limited(joint-broker to Barratt in respect of the Acquisition)Tel: +44 (0) 20 7888 8888Peter HydeJohn Hannaford Weber Shandwick(PR adviser to Barratt)Tel: +44 (0) 20 7067 0700Terry GarrettChris LynchNick Dibden 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. 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 is not an offer of securities for sale in the United States.The New Barratt Shares have not been, and will not be, registered under the USSecurities Act of 1933, as amended (the "Securities Act'), or under thesecurities law of any state, district or other jurisdiction of the UnitedStates, Australia, Canada or Japan and no regulatory clearance in respect of theNew Barratt Shares has been, or will be, applied for in any jurisdiction otherthan the UK. The New Barratt Shares may not be offered or sold in the UnitedStates absent registration under the Securities Act or an exemption fromregistration. The New Barratt Shares have been issued in reliance upon theexemption from the registration requirements of the Securities Act provided bySection 3(a)(10) thereof. Under applicable US securities laws, Wilson BowdenShareholders (whether or not US persons) who are or will be "affiliates" ofWilson Bowden or Barratt prior to, or of Barratt after, the Effective Date willbe subject to certain transfer restrictions relating to the New Barratt Sharesreceived in connection with the Scheme. The Loan Notes have not been, nor will they be, registered under the SecuritiesAct or under the securities laws of any state, district or other jurisdiction ofthe United States and the Loan Notes are not being offered in, and may not betransferred into, the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barratt Developments