24th Nov 2005 07:03
Persimmon PLC24 November 2005 Not for release, publication or distribution, in whole or in part, in, into or from Australia, Canada, Japan or the United States 24 November 2005 RECOMMENDED CASH OFFER BY PERSIMMON PLC FOR WESTBURY PLC Summary • The boards of Persimmon and Westbury announce that they have reached agreement on the terms of a recommended cash offer to be made by Citigroup on behalf of Persimmon for the entire issued and to be issued share capital of Westbury. • Under the terms of the Offer, Westbury Shareholders will be entitled to receive 560 pence in cash for each Westbury Share. On this basis, the terms of the Offer value the existing issued share capital of Westbury at approximately £643 million. A Loan Note Alternative will be made available. • Westbury Shareholders will remain entitled to receive the interim dividend of 6.1525 pence per Westbury Share announced on 25 October 2005 and payable on 5 January 2006 to Westbury Shareholders on the register on 2 December 2005. • The terms of the Acquisition, including the interim dividend, represent: - a premium of approximately 34 per cent. to the unaudited net asset value per Westbury Share of 421 pence as at 31 August 2005; and - a premium of approximately 48 per cent. to the unaudited tangible net asset value per Westbury Share of 383 pence as at 31 August 2005. • Persimmon believes that there is compelling industrial logic for a combination of Persimmon and Westbury. The Acquisition will provide the following benefits: - balanced regional spread; - additional consented land together with further strategic land assets; and - significant synergy benefits for the enlarged group. • The Westbury Board, which has been so advised by Merrill Lynch, consider the terms of the Offer to be fair and reasonable. In providing its advice, Merrill Lynch has taken into account the commercial assessments of the Westbury Board. Accordingly, the Westbury Board intend unanimously to recommend Westbury Shareholders to accept the Offer, as the directors of Westbury have irrevocably undertaken to do in respect of their own beneficial holdings of Westbury Shares representing, in aggregate, approximately 0.3 per cent. of the issued share capital of the Company. • Due to its size, the Acquisition will be conditional, amongst other things, on the approval of Persimmon Shareholders at an extraordinary general meeting. The Persimmon Directors will unanimously recommend Persimmon Shareholders to vote in favour of the necessary resolution. Persimmon has received irrevocable undertakings from certain Persimmon Directors and a connected party in respect of, in aggregate, 18,935,733 Persimmon Shares in which they are interested (representing approximately 6.4 per cent. of the issued share capital of Persimmon) to vote in favour of such resolution. Commenting on the Acquisition, Duncan Davidson, Chairman of Persimmon, said: "We are delighted to announce this agreed offer for Westbury today. Westbury isan attractive business that will benefit from Persimmon's proven track recordfor integrating acquisitions and operational excellence. The acquisition willconsolidate Persimmon's position as the leading UK housebuilder and we lookforward to welcoming the customers and employees of Westbury to the PersimmonGroup." John White, Chief Executive of Persimmon, said: "The Westbury business is an excellent geographical and product fit forPersimmon. It will be integrated quickly into our existing regions andbusinesses, and elevates the output of our Charles Church brand. We areconfident of capturing significant synergies and additional operational benefitsto create value for Persimmon shareholders." Geoffrey Maddrell, Chairman of Westbury, said: "With its progressive strategy, strong land bank and innovative product range,Westbury has maintained a reputation over the past ten years as one of theleading UK housebuilders. We have excellent management and an especiallypositive and supportive employee complement, who have delivered significantvalue for shareholders over many years. Notwithstanding this achievement,Persimmon's proposal offers our shareholders definitive value, at a substantialpremium to net asset value, which the Westbury Board believes is in the bestinterests of shareholders to accept." Persimmon will make a presentation to analysts and investors at 9.30am, today,24 November, at Mayer, Brown, Rowe & Maw LLP, 11 Pilgrim Street, London, EC4V6RW. Photographs are available for media download from www.newscast.co.uk. This summary should be read in conjunction with the full text of the followingannouncement. Appendix IV to the following announcement contains definitions ofcertain terms used in this summary and the following announcement. ENQUIRIES: Persimmon Tel: +44 (0) 1904 642 199Mike Killoran (Group Finance Director)Neil Francis (Group Company Secretary) Citigroup Tel: +44 (0) 20 7986 4000(Financial Adviser and Corporate Broker to Persimmon)Philip Robert-TissotDimitrios GeorgiouNigel Mills (Corporate Broking)Andrew Forrester (Corporate Broking) Finsbury Tel: +44 (0) 20 7251 3801(PR Adviser to Persimmon)Edward OrlebarFaeth Birch Westbury Tel: +44 (0) 20 7796 4133Nigel Fee (Chief Executive)John Bennett (Finance Director) Merrill Lynch Tel: +44 (0) 20 7628 1000(Financial Adviser to Westbury)Mark AedyKevin Smith Hoare Govett Tel: +44 (0) 20 7678 8000(Corporate Broker to Westbury)Ranald McGregor-SmithSara Hale Hudson Sandler Tel: +44 (0) 20 7796 4133(PR Adviser to Westbury)Michael SandlerWendy Baker Citigroup, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting as financial adviser and corporatebroker to Persimmon and no one else in connection with the Offer and will not beresponsible to anyone other than Persimmon for providing the protectionsafforded to clients of Citigroup or for providing advice in relation to theOffer. Merrill Lynch International is acting exclusively for Westbury and for no oneelse in connection with the Offer and will not be responsible to anyone otherthan Westbury for providing the protections afforded to clients of Merrill LynchInternational or for providing advice in relation to the Offer. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore the persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves of, and observe, any applicable restrictions. The Offer will not be made, directly or indirectly, in or into, or by the use ofmails of, or by any means or instrumentality (including, without limitation,facsimile transmission, internet, telex or telephone) of interstate or foreigncommerce of, or any facility of a national state or other securities exchange ofthe United States, Canada, Australia or Japan and will not be capable ofacceptance by any such use, means, instrumentality or facility from or withinthe United States, Canada, Australia or Japan. Accordingly, copies of thisannouncement and all other documents relating to the Offer are not being, andmust not be, mailed or otherwise forwarded, distributed or sent in, into or fromthe United States, Canada, Australia or Japan. Persons receiving such documents(including, without limitation, nominees, trustees and custodians) shouldobserve these restrictions and must not mail or otherwise forward, distribute orsend such documents in, into or from the United States, Canada, Australia orJapan. Doing so may invalidate any related purported acceptance of the Offer. The Loan Notes have not been, and will not be, registered under the USSecurities Act of 1933, as amended (the "US Securities Act") or under theapplicable securities laws of any state, district or other jurisdiction of theUnited States, or of Canada, Australia or Japan and no regulatory clearances inrespect of the Loan Notes have been, or will be, applied for in anyjurisdiction. Accordingly, unless an exemption from the registrationrequirements of the US Securities Act or other relevant securities laws isapplicable, the Loan Notes are not being, and may not be, offered, sold, resold,delivered or distributed, directly or indirectly, in or into the United States,Canada, Australia or Japan or to, or for the account or benefit of, any USPerson or person resident in Canada, Australia or Japan. This announcement does not constitute an offer to sell or the solicitation of anoffer to purchase or subscribe for any securities or an invitation to purchase,pursuant to the Offer or otherwise. Any response in relation to the Offer shouldonly be made on the basis of the information contained in the Offer Document. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Westbury, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30pm (London time) on the London business day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe Offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofWestbury, 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 Code, all "dealings" in "relevantsecurities" of Westbury by Persimmon or Westbury, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon 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 Takeover Panel's website atwww.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 Code, which can also be found on thePanel's website. If you are in any doubt as to the application of Rule 8 to you,please contact an independent financial adviser authorised under the FinancialServices and Markets Act 2000, consult the Panel's website or contact the Panelon telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554. Not for release, publication or distribution, in whole or in part, in, into or from Australia, Canada, Japan or the United States 24 November 2005 RECOMMENDED CASH OFFER BY PERSIMMON PLC FOR WESTBURY GROUP PLC 1. Introduction The boards of Persimmon and Westbury announce that they have reached agreementon the terms of a recommended cash offer to be made by Citigroup on behalf ofPersimmon for the entire issued and to be issued share capital of Westbury. 2. The Offer The Offer will be made on and subject to the terms and conditions summarisedbelow and set out in Appendix I to this announcement and to be set out in fullin the Offer Document and, in the case of Westbury Shares held in certificatedform, the Form of Acceptance which will accompany the Offer Document. The Offerwill be made on the following basis: for each Westbury Share 560 pence in cash The terms of the Offer value the existing issued share capital of Westbury atapproximately £643 million. A Loan Note Alternative will be made available. In addition, Westbury Shareholders will remain entitled to receive the interimdividend of 6.1525 pence per Westbury Share announced on 25 October 2005 andpayable on 5 January 2006 to Westbury Shareholders on the register on 2 December 2005. These terms, including the interim dividend, represent: • a premium of approximately 34 per cent. to the unaudited net asset value per Westbury Share of 421 pence as at 31 August 2005; and • a premium of approximately 48 per cent. to the unaudited tangible net asset value per Westbury Share of 383 pence as at 31 August 2005. 3. Recommendation The Westbury Board, which has been so advised by Merrill Lynch, consider theterms of the Offer to be fair and reasonable. In providing its advice, MerrillLynch has taken into account the commercial assessments of the Westbury Board.Accordingly, the Westbury Board intend unanimously to recommend WestburyShareholders to accept the Offer, as the directors of Westbury have irrevocablyundertaken to do in respect of their own beneficial holdings of Westbury Sharesrepresenting, in aggregate, approximately 0.3 per cent. of the issued sharecapital of the Company. 4. Loan Note Alternative Westbury Shareholders (other than certain overseas shareholders) who validlyaccept the Offer may elect to receive Loan Notes to be issued by Persimmoninstead of some or all of the cash consideration to which they would otherwisebe entitled under the Offer. The Loan Note Alternative will be made available on the following basis: for every whole £1 in cash consideration £1 nominal value of Loan Notes The Loan Notes will be issued by Persimmon, credited as fully paid, in amountsand integral multiples of £1 nominal value. No fractional entitlements will beissued. The Loan Notes will bear interest at the rate of LIBOR less 0.5 percent. No Loan Notes will be issued unless, by the date on which the Offerbecomes or is declared unconditional in all respects, valid elections have beenreceived for at least £2 million in nominal value of Loan Notes. Holders of LoanNotes will have the right to redeem all or part (being £500 of nominal amount orany integral multiple thereof) of their Loan Notes for cash at par (plus accruedinterest less any applicable tax) on 30 June 2007 and at any interest paymentdate after that. Unless previously redeemed or purchased, the Loan Notes will beredeemed in full at par, together with accrued interest less any applicable tax,on 31 December 2011. Full details of the Loan Note Alternative will be set out in the Offer Document. 5. Irrevocable undertakings As referred to above, Persimmon has received irrevocable undertakings from thedirectors of Westbury who hold Westbury Shares representing, in aggregate,310,951 Westbury Shares or approximately 0.3 per cent. of the existing issuedshare capital of Westbury, under which they have agreed to accept the Offer.These irrevocable undertakings will only cease to be binding in the event thatthe Offer lapses or is withdrawn or if the Offer Document is not posted within28 days of the date of this announcement. Further details of these irrevocable undertakings are set out in Appendix III. 6. Background to and reasons for the Acquisition Persimmon believes that the acquisition of Westbury is an attractive opportunitythat will strengthen Persimmon's position as one of the UK's leadinghousebuilders. The combination will create a UK housebuilder with expectedcompletions of c. 16,700 units in 2006 across England, Scotland and Wales. Inparticular, Persimmon believes the combination offers the opportunity toprogress more swiftly in the achievement of its strategic objectives, and offersthe following benefits: • Balanced regional spread: - Westbury's geographical presence complements that of Persimmon; - adds critical mass in a number of regions including the Midlands, Kent and the North West of England; and - provides further potential to roll-out the Charles Church division into new regions. • Additional consented land together with further strategic land assets: - adds c. 15,000 plots with planning consent, based on the position at 31 August 2005, to Persimmon's current landbank of c. 62,000 plots; - it is expected that the enlarged group will build c. 16,700 units in the year to December 2006. Based on this volume, the combined landbank will cover housebuilding production by the enlarged group for an anticipated c. 4.5 years; and - improves strategic land assets with the potential to deliver a further c. 22,000 plots. • Significant synergy benefits for the enlarged group and potential improved profitability of Westbury through: - removing duplicate head office and administrative functions; - improved group negotiating position for major land and procurement transactions; - greater brand strength and effectiveness of national and regional advertising; - sharing of best practices; - Westbury Partnerships to increase social housing output; - promotion of strategic land portfolio; and - improved efficiency of Space4 through increasing volume output. Westbury's business will be integrated with Persimmon's existing regionalnetwork. Persimmon's executive and regional management teams have a strong trackrecord of successful acquisition integration, as demonstrated in recent years bythe Beazer, Ideal and Merewood acquisitions. The Acquisition is expected to be enhancing to Persimmon's earnings per share inthe year to 31 December 2006 (before cost savings, one-off costs and otherbenefits referred to above)*. Synergy benefits in excess of £25 million areexpected by Persimmon in 2006 following the completion of the Acquisition, withone off costs estimated to be c. £12 million. Annual synergies are expected toincrease to at least £40 million in 2007. Following the Acquisition, Persimmon expects that the initial gearing of theenlarged group will be c. 80 per cent., with a target of c. 50 per cent. by 2006year end. 7. Background to the recommendation Over the last ten years, Westbury has consistently been one of the UK's leadinghousebuilders and delivered strong profitable growth while being a leadinginnovator in the housebuilding industry. Westbury has developed an attractiveland bank which, as at 31 August 2005, consisted of 15,100 plots either owned orcontrolled and a further 22,200 plots of strategic land. For many years, withthe benefit of an excellent team of employees driving the business, Westbury hasdelivered significant value to shareholders. Notwithstanding this achievement, the Westbury Board believes that the proposalby Persimmon offers definitive value at a substantial premium to Westbury's netasset value and is therefore in the best interests of shareholders. --------------------------* The statement as to earnings per share enhancement does not constitute aprofit forecast and should not be interpreted to mean that Persimmon's futureearnings per share will necessarily exceed or match those of any prior year. 8. Information on Westbury Westbury is one of the UK's major housebuilders with operations across Englandand Wales. The company is organised into nine regions: Northampton, Nottingham,North West, West Midlands, Central, South Wales, South West, Southern and SouthEast. For the year ended 28 February 2005 (on a UK GAAP basis), Westbury reported4,361 home completions (2004, 4,400) with total turnover of £893 million (2004,£879 million), EBITA (before exceptional items) of £150 million (2004, £138million) and basic earnings per share (before amortisation of goodwill andexceptional items) of 79.0 pence per Westbury Share (2004, 71.7 pence). Netassets as at 28 February 2005 were £489 million (including intangible assets of£36 million), with 15,700 plots with planning consent. For the six months ended 31 August 2005 (on an IFRS basis), Westbury reported1,934 home completions (2004, 2,087) with total turnover of £415 million (2004,£427 million), EBITA (before exceptional items) of £58 million (2004, £72million) and basic earnings per share (before amortisation of goodwill andexceptional items) of 28.0 pence per Westbury Share (2004, 38.0 pence). Netassets as at 31 August 2005 were £484 million (including intangible assets of£43 million), with 15,100 plots with planning consent. 9. Information on Persimmon and trading update Persimmon is one of the UK's leading housebuilders, with operations acrossEngland, Scotland and Wales. The company's sole focus is housebuilding in theUK, organised into eight regions: North West, North East, Yorkshire, Scotland,Birmingham, Central, Southern and Western. For the year ended 31 December 2004 (on a UK GAAP basis), Persimmon reported12,360 home completions (2003, 12,163) with total turnover of £2,131 million(2003, £1,883 million), EBITA of £497 million (2003, £382 million) and basicearnings per share (before amortisation of goodwill) of 113.9 pence perPersimmon Share (2003, 86.8 pence). Net assets as at 31 December 2004 were£1,387 million, with 59,947 plots with planning consent. For the six months ended 30 June 2005 (on an IFRS basis), Persimmon reported5,954 home completions (2004, 6,058) with total turnover of £1,093 million(2004, £1,036 million), EBITA of £252 million (2004, £236 million) and basicearnings per share (before amortisation of goodwill) of 56.2 pence per PersimmonShare (2004, 53.5 pence). Net assets as at 30 June 2005 were £1,532 million,with 62,157 plots with planning consent. The Persimmon Board confirms that trading since the release of its interimstatement on 23 August 2005 has been in line with its expectations. Weekly salesvolumes are c. 20 per cent. ahead of the comparative period in 2004, withaverage selling prices holding steady. Units are fully sold for 2005 with c.2,000 units forward sold into 2006. A further trading update will be releasedbefore the year end. 10. Management and employees Persimmon confirms that, following the Offer becoming or being declaredunconditional in all respects, the existing employment rights, including pensionrights, of all employees of the Westbury Group will be fully safeguarded. 11. Westbury Share Schemes The Offer extends to any Westbury Shares issued or unconditionally allottedprior to the date on which the Offer closes (or such earlier date as Persimmonmay, subject to the Code, decide) as a result of the exercise of options grantedunder the Westbury Share Schemes. To the extent that such options have not beenexercised, it is intended that appropriate proposals will be made to the holdersof options under the Westbury Share Schemes once the Offer becomes or isdeclared unconditional in all respects. 12. Financing the Acquisition The Acquisition will be funded through a combination of cash in hand anddrawings under new committed facilities of £1,900 million, underwritten byBarclays Bank PLC, Lloyds TSB Bank plc and The Royal Bank of Scotland plc. 13. Compulsory acquisition, de-listing and cancellation of trading If Persimmon receives acceptances under the Offer in respect of, and/orotherwise acquires, 90 per cent. or more of the Westbury Shares to which theOffer relates, Persimmon intends to exercise its rights pursuant to sections 428to 430F (inclusive) of the Companies Act to acquire compulsorily any remainingWestbury shares to which the Offer relates. It is intended that, following the Offer becoming or being declaredunconditional in all respects, and subject to applicable requirements of theLondon Stock Exchange and/or the UKLA, Persimmon will procure that Westbury willapply to the London Stock Exchange and the UKLA for cancellations, respectively,of the trading of the Westbury Shares on the London Stock Exchange and of thelisting of the Westbury Shares on the Official List. 14. Transaction Agreement and inducement fee Westbury has entered into certain exclusivity commitments with Persimmon bindingupon the Westbury Group under the terms of the Transaction Agreement. Westbury and Persimmon have also entered into an inducement fee arrangementunder which Westbury has agreed to pay Persimmon a fee of £6.4 million if anIndependent Competing Offer is announced prior to the Offer lapsing or beingwithdrawn and which subsequently becomes unconditional in all respects or iscompleted. For the purposes of the inducement fee arrangement, an "IndependentCompeting Offer" means any offer, tender offer, scheme of arrangement,recapitalisation or other transaction for or in respect of 50 per cent. or moreof the issued share capital of Westbury. 15. Persimmon extraordinary general meeting In view of the size of Westbury, the Acquisition will require the approval ofPersimmon Shareholders in accordance with the Listing Rules. Accordingly, a circular convening an extraordinary general meeting will beposted to Persimmon Shareholders as soon as practicable. Persimmon has receivedirrevocable undertakings from certain Persimmon Directors and a connected partyin respect of, in aggregate, 18,935,733 Persimmon Shares in which they areinterested (representing approximately 6.4 per cent. of the issued share capitalof Persimmon) to vote in favour of such resolution. 16. Disclosure of interests in Westbury As at 23 November 2005, the last business day prior to the date of thisannouncement, Persimmon held one Westbury Share. Save as disclosed above, neither Persimmon, nor any director of Persimmon, nor,so far as Persimmon is aware, any person acting in concert with Persimmon isinterested in or has any rights to subscribe for any Westbury Shares, nor doesany such person have any short position or any arrangement in relation toWestbury Shares. For these purposes, "arrangement" includes any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery and borrowing or lending of Westbury Shares. An "arrangement"also includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature relating to WestburyShares which may be an inducement to deal or refrain from dealing in suchsecurities. "Interest" includes any long economic exposure, whether conditionalor absolute, to changes in the price of securities and a person is treated ashaving an "interest" by virtue of the ownership or control of securities, or byvirtue of any option in respect of, or derivative referenced to, securities. 17. General The Offer Document and a circular to Persimmon Shareholders explaining the Offerand convening an extraordinary general meeting to approve the Acquisition willbe posted in due course. Details of the sources and bases of certain information set out in thisannouncement are included in Appendix II. The definitions of certain terms usedin this announcement are included in Appendix IV. ENQUIRIES: Persimmon Tel: +44 (0) 1904 642 199Mike Killoran (Group Finance Director)Neil Francis (Group Company Secretary) Citigroup Tel: +44 (0) 20 7986 4000(Financial Adviser and Corporate Broker to Persimmon)Philip Robert-TissotDimitrios GeorgiouNigel Mills (Corporate Broking)Andrew Forrester (Corporate Broking) Finsbury Tel: +44 (0) 20 7251 3801(PR Adviser to Persimmon)Edward OrlebarFaeth Birch Westbury Tel: +44 (0) 20 7796 4133Nigel Fee (Chief Executive)John Bennett (Finance Director) Merrill Lynch Tel: +44 (0) 20 7628 1000(Financial Adviser to Westbury)Mark AedyKevin Smith Hoare Govett Tel: +44 (0) 20 7678 8000(Corporate Broker to Westbury)Ranald McGregor-SmithSara Hale Hudson Sandler Tel: +44 (0) 20 7796 4133(PR Adviser to Westbury)Michael SandlerWendy Baker Citigroup, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting as financial adviser and corporatebroker to Persimmon and no one else in connection with the Offer and will not beresponsible to anyone other than Persimmon for providing the protectionsafforded to clients of Citigroup or for providing advice in relation to theOffer. Merrill Lynch International is acting exclusively for Westbury and for no oneelse in connection with the Offer and will not be responsible to anyone otherthan Westbury for providing the protections afforded to clients of Merrill LynchInternational or for providing advice in relation to the Offer. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore the persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves of, and observe, any applicable restrictions. The Offer will not be made, directly or indirectly, in or into, or by the use ofmails of, or by any means or instrumentality (including, without limitation,facsimile transmission, internet, telex or telephone) of interstate or foreigncommerce of, or any facility of a national state or other securities exchange ofthe United States, Canada, Australia or Japan and will not be capable ofacceptance by any such use, means, instrumentality or facility from or withinthe United States, Canada, Australia or Japan. Accordingly, copies of thisannouncement and all other documents relating to the Offer are not being, andmust not be, mailed or otherwise forwarded, distributed or sent in, into or fromthe United States, Canada, Australia or Japan. Persons receiving such documents(including, without limitation, nominees, trustees and custodians) shouldobserve these restrictions and must not mail or otherwise forward, distribute orsend such documents in, into or from the United States, Canada, Australia orJapan. Doing so may invalidate any related purported acceptance of the Offer. The Loan Notes have not been, and will not be, registered under the USSecurities Act of 1933, as amended (the "US Securities Act") or under theapplicable securities laws of any state, district or other jurisdiction of theUnited States, or of Canada, Australia or Japan and no regulatory clearances inrespect of the Loan Notes have been, or will be, applied for in anyjurisdiction. Accordingly, unless an exemption from the registrationrequirements of the US Securities Act or other relevant securities laws isapplicable, the Loan Notes are not being, and may not be, offered, sold, resold,delivered or distributed, directly or indirectly, in or into the United States,Canada, Australia or Japan or to, or for the account or benefit of, any USPerson or person resident in Canada, Australia or Japan. This announcement does not constitute an offer to sell or the solicitation of anoffer to purchase or subscribe for any securities or an invitation to purchase,pursuant to the Offer or otherwise. Any response in relation to the Offer shouldonly be made on the basis of the information contained in the Offer Document. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Westbury, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30pm (London time) on the London business day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe Offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofWestbury, 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 Code, all "dealings" in "relevantsecurities" of Westbury by Persimmon or Westbury, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon 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 Takeover 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 Code, which can also be found on thePanel's website. If you are in any doubt as to the application of Rule 8 to you,please contact an independent financial adviser authorised under the FinancialServices and Markets Act 2000, consult the Panel's website or contact the Panelon telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554. Appendix I Conditions and further terms of the Offer Conditions to the Offer The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. (London time) on the first closing date (or such later time(s) and/ or date(s) as Persimmon may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as Persimmon may decide) in nominal value of the Westbury Shares to which the Offer relates, provided that this condition will not be satisfied unless Persimmon (together with any of its wholly owned subsidiaries) shall have acquired or agreed to acquire, directly or indirectly, and whether pursuant to the Offer or otherwise, Westbury Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Westbury including, for the purpose of this condition, (except to the extent otherwise agreed by the Panel) any such voting rights attaching to any Westbury Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise. For the purposes of this condition: (i) Westbury Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon issue; (ii) the expression "Westbury Shares to which the Offer relates" shall be construed in accordance with ss428 to 430F Companies Act; and (iii) valid acceptances shall be deemed to have been received in respect of any Westbury Shares which Persimmon and/or its subsidiaries shall, pursuant to s429(8) of the Companies Act, be treated as having acquired or contracted to acquire by virtue of acceptances of the Offer; (b) any resolution or resolutions of Persimmon Shareholders required in connection with the approval and implementation of the Acquisition being duly passed at an extraordinary general meeting of Persimmon (or at any adjournment of that meeting); (c) the Office of Fair Trading indicating in terms satisfactory to Persimmon that it is not the intention of the Secretary of State for Trade and Industry to refer the Acquisition or any matters arising therefrom to the Competition Commission; (d) no relevant authority having decided to take, institute or implement or having threatened, and there not continuing to be outstanding, any action, proceeding, suit, investigation, enquiry or reference, and no relevant authority having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision or order in each case which would or might reasonably be expected to in each case to an extent which is material in the context of the Offer: (i) make the Offer, its implementation or the acquisition or proposed acquisition by Persimmon of any Westbury Shares or other securities in or control of Westbury void, unenforceable and/or illegal under the laws of any jurisdiction, or otherwise directly or indirectly restrain, restrict, prohibit or delay the same or impose additional conditions or obligations with respect to the Offer or otherwise challenge or interfere with the Offer or require amendment to the terms of the Offer; (ii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the wider Westbury Group or by any member of the wider Persimmon Group, in any such case, of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct any of their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the wider Persimmon Group or the wider Westbury Group, in either case taken as a whole; (iii) save pursuant to the Offer, require any member of the wider Westbury Group or the wider Persimmon Group to subscribe for or acquire, or to offer to acquire, any share or other securities (or the equivalent) in any member of either Group or any asset owned by any third party or to sell, or to offer to sell, any shares or other securities (or the equivalent) in or any asset owned by any member of the wider Westbury Group or the wider Persimmon Group; (iv) impose any limitation on, or result in a delay in, the ability of any member of the wider Westbury Group or the wider Persimmon Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the wider Westbury Group or the wider Persimmon Group which, in any such case, is material in the context of the wider Persimmon Group or the wider Westbury Group, in either case taken as a whole; (v) impose any limitation on, or result in a delay in, the ability of any member of the wider Persimmon Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in any member of the wider Westbury Group or on the ability of any such member to hold or exercise effectively any rights of ownership of shares or other securities in any member of the wider Westbury Group; (vi) result in any member of the wider Westbury Group ceasing to be able to carry on business under any name under which it presently does so which in any such case is material in the context of the wider Westbury Group taken as a whole; or (vii) otherwise adversely affect the business, assets, profits, financial or trading position of any member of the wider Westbury Group or the wider Persimmon Group; and all applicable waiting and other time periods during which any relevant authority could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated; (e) all necessary notifications, filings and applications, including such notifications, filings and applications as may be required to national or supranational merger authorities, having been made, and all applicable waiting and other time periods (including any extensions thereof) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case as may be reasonably deemed necessary in connection with the Acquisition or the Offer; (f) all authorisations, determinations, orders, recognition, grants, consents, licences, confirmations, clearances, permissions and approvals necessary or reasonably appropriate in any jurisdiction for or in respect of the Offer having been obtained on terms and in a form reasonably satisfactory to Persimmon from all relevant authorities and all persons with whom any member of the wider Westbury Group has entered into contractual arrangements and all such authorisations, determinations, orders, recognition, grants, consents, licences, confirmations, clearances, permissions and approvals remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such authorisations, determinations, orders, recognition, grants, consents, licences, confirmations, clearances, permissions and approvals; (g) except as disclosed in Westbury's annual report and accounts for the year ended 28 February 2005 or in Westbury's Interim Results or as publicly announced by Westbury (by the delivery of an announcement to a Regulatory Information Service (as defined in the Listing Rules of the Financial Services Authority)) prior to 24 November 2005 or as fairly disclosed to Persimmon by or on behalf of Westbury prior to 24 November 2005, there being no provision of any arrangement, agreement, licence, permit, lease, franchise or other instrument to which any member of the wider Westbury Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or be subject or any circumstance, which, in each case as a consequence of the Offer or the proposed acquisition of any Westbury Shares or other securities in Westbury or because of a change in control or management of Westbury or otherwise, would or might reasonably be expected to result in, to an extent which is material in the context of the wider Westbury Group taken as a whole: (i) any monies borrowed by or any other indebtedness or liabilities actual or contingent of, or any grant available to, any member of the wider Westbury Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity or repayment date, or the ability of any member of the wider Westbury Group to borrow monies or incur any indebtedness being or becoming capable of withdrawn or inhibited; (ii) the rights, liabilities, obligations or interests or business of any member of the wider Westbury Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any member of the wider Westbury Group in or with any other firm, company, person or body (or any arrangement or arrangements relating to any such business interests) being terminated or adversely modified or affected; (iii) any asset, property or interest of, or any asset the use of which is enjoyed by, any member of the wider Westbury Group being or failing to be disposed of, or charged in any manner whatsoever, or ceasing to be available to any member of the wider Westbury Group, or any right arising under which any such asset, property or interest could be required to be disposed of, or could cease to be available to any member of the wider Westbury Group otherwise than in the ordinary course of business; (iv) the creation or assumption of any liabilities (whether actual, contingent or prospective) by any member of the wider Westbury Group; (v) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the wider Westbury Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable or being enforced; (vi) the financial or trading position or the value of any member of the wider Westbury Group being prejudiced or adversely affected; (vii) any member of the wider Westbury Group ceasing to be able to carry on business under any name which it presently does so; or (viii) any member of the wider Westbury Group being required to acquire or repay any shares in and/or indebtedness of any member of the wider Westbury Group owned by or owed to any third party, and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit, franchise or other instrument, could result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this condition (g); (h) since 28 February 2005 (except as disclosed in Westbury's annual report and accounts for the financial year ended 28 February 2005 or in Westbury's unaudited interim accounts for the 6 month period to 31 August 2005 ("Westbury Interim Results") or as otherwise publicly announced by Westbury (by the delivery of an announcement to a Regulatory Information Service (as defined in the Listing Rules of the Financial Services Authority) prior to 24 November 2005 or as otherwise fairly disclosed to Persimmon by or on behalf of Westbury prior to 24 November 2005) no member of the wider Westbury Group having: (i) issued or agreed to issue, or authorised or proposed the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities other than as between Westbury and wholly owned subsidiaries of Westbury and any shares issued upon the exercise of any options granted under any of the Westbury Share Schemes; (ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue in respect of shares, dividend or other distribution whether payable in cash or otherwise (other than to Westbury or a wholly-owned subsidiary of Westbury); (iii) purchased or redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities (or the equivalent) or reduced or made any other change to any part of its share capital; (iv) proposed or modified the terms of the Westbury Share Schemes or proposed, agreed to provide or modify the terms of any incentive scheme or benefit relating to the employment of any person employed by the wider Westbury Group; (v) made or authorised or proposed or announced an intention to propose any change in its loan capital; (vi) other than pursuant to the Offer (and other than any acquisition or disposal in the ordinary course of business or between Westbury and a wholly-owned subsidiary of Westbury) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and in any trade investments) or authorised, proposed or announced any intention to do the same which, in any case, is material in the context of the Offer; (vii) issued, authorised or proposed the issue of, or made any change in or to, any debentures or incurred or increased any indebtedness or become subject to any liability (whether actual, contingent or prospective); (viii) entered into, varied, authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which: (aa) is of a long-term, onerous or unusual nature or magnitude or which is or could involve an obligation of such nature or magnitude; or (bb) could restrict the business of any member of the wider Westbury Group; or (cc) is other than in the ordinary course of business; (ix) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the wider Westbury Group; (x) (other than transactions between any wholly-owned member of the Westbury Group and another such member and other than pursuant to the Offer) entered into, implemented, effected, authorised, proposed or announced its intention to enter into, implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the wider Westbury Group which, in any case, is material in the context of the Offer; (xi) taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer or other encumbrance of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction; (xii) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (xiii) waived or compromised any claim other than in the ordinary course of business of an amount which is material in the context of the business of the wider Westbury Group taken as a whole; (xiv) made any alteration to its memorandum or articles of association; (xv) made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees including the appointment of a trust corporation; or (xvi) entered into any contract, agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this condition (h); (i) since 28 February 2005 (except as disclosed in Westbury's annual report and accounts for the financial year ended 28 February 2005 or the Westbury Interim Results or as otherwise publicly announced by Westbury (by the delivery of an announcement to a Regulatory Information Service) prior to 24 November 2005 or as otherwise fairly disclosed to Persimmon by or on behalf of Westbury prior to 24 November 2005): (i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit of any member of the wider Westbury Group which is material to the wider Westbury Group taken as whole; (ii) no actual, contingent or other liability having arisen or become apparent to Persimmon which would be likely to affect adversely the business, assets, financial or trading position or profits of any member of the wider Westbury Group which is material to the wider Westbury Group taken as a whole; (iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the wider Westbury Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the wider Westbury Group which in any such case might be reasonably expected to affect materially and adversely the wider Westbury Group taken as a whole; (iv) no enquiry or investigation by, or complaint or reference to, any relevant authority having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the wider Westbury Group which in each case could have a material effect on the wider Westbury Group taken as a whole; and (v) no claim being made, and no circumstance having arisen which might lead to a claim being made under the insurance of any member of the wider Westbury Group which is material in the context of the wider Westbury Group taken as a whole; (j) Persimmon not having discovered: (i) that any financial or business or other information concerning the wider Westbury Group disclosed at any time by or on behalf of any member of the wider Westbury Group, whether publicly, to any member of the wider Persimmon Group or otherwise, is materially misleading or contains any material misrepresentation of fact or omits to state a material fact necessary to make any information contained therein not misleading and which was not subsequently corrected before 24 November 2005 by disclosure either publicly by the delivery of an announcement to a Regulatory Information Service or otherwise to Persimmon; (ii) that any member of the wider Westbury Group or any undertaking in which any member of the wider Westbury Group has a significant interest is subject to any liability (whether actual, contingent or prospective) which has a material effect on the wider Westbury Group taken as a whole which is not disclosed in Westbury's annual report and accounts for the financial year ended 28 February 2005 or the Westbury Interim Results or as otherwise publicly announced by Westbury (by the delivery of an announcement to a Regulatory Information Service) prior to 24 November 2005 or as otherwise fairly disclosed to Persimmon by or on behalf of Westbury prior to 24 November 2005; (iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the wider Westbury Group and which is material in the context of the wider Westbury Group taken as a whole; (iv) that, save as fairly disclosed to Persimmon by or on behalf of Westbury prior to 24 November 2005, any past or present member of the wider Westbury Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which, in any case, would be reasonably likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the wider Westbury Group which, in each case, is material in the context of the wider Westbury Group taken as a whole; (v) that save as fairly disclosed to Persimmon by or on behalf of Westbury prior to 24 November 2005, there is, or is likely to be, any liability (whether actual or contingent) of any past or present member of the wider Westbury Group to make good, repair, reinstate or clean up any property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or relevant authority or otherwise which, in each case, is material in the context of the wider Westbury Group taken as a whole; or (vi) that circumstances exist whereby a person or class of person would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the wider Westbury Group which, in each case, is material in the context of the wider Westbury Group taken as a whole. For the purpose of these conditions: (a) authorisations means authorisations, orders, grants, recognitions, certifications, confirmations, consents, licences, clearances, permission and approvals; (b) relevant authority means any central bank, government, government department or governmental, quasi governmental, supranational, statutory, regulatory or investigative body, court, trade agency, association, institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction; (c) a relevant authority shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided and "intervene" shall be construed accordingly; and (d) wider Westbury Group means Westbury and its subsidiary undertakings, associated undertakings and any other undertaking in which Westbury and/or such undertakings (aggregating their interests) have a significant interest and the wider Persimmon Group means Persimmon and its subsidiary undertakings, associated undertakings and any other undertaking in which Persimmon and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in that Act). Certain further terms of the Offer 1. Waiver of Conditions Subject to the requirements of the Panel, Persimmon may waive, in whole or inpart, all or any of the above conditions except the conditions contained inparagraphs (a) and (b). 2. Rule 9 If Persimmon is required by the Panel to make an offer for Westbury Shares underthe provisions of Rule 9 of the Code, Persimmon may make such alterations to anyof the above conditions as are necessary to comply with the provisions of thatRule. 3. Lapse of the Offer Save with the consent of the Panel, the Offer will lapse if, before the later of3.00pm (London time) on the first closing date and the date on which the Offerbecomes or is declared unconditional as to acceptances, the Acquisition isreferred to the Competition Commission. The Offer will lapse unless all the conditions other than condition (a) havebeen fulfilled or (if capable of being waived) waived or, where appropriate,have been determined by Persimmon to be or remain satisfied by no later than3.00pm on the day falling 21 days after the latest of the first closing date ofthe Offer and the date on which condition (a) is fulfilled (or in each such casesuch later date as Persimmon, with the consent of the Panel may decide).Persimmon shall be under no obligation to waive (if capable of waiver),determine to be or treat as fulfilled any conditions by a date earlier than thelatest date for satisfaction thereof notwithstanding that the other conditionsof the Offer may at such earlier date have been waived or fulfilled and thatthere are at such earlier date no circumstances indicating that any of suchconditions may not be capable of fulfilment. If the Offer lapses, it will cease to be capable of further acceptance andpersons accepting the Offer and Persimmon will cease to be bound by acceptancessubmitted on or before the time when the Offer lapses. 4. Westbury Shares The Westbury Shares, which are the subject of the Offer, will be acquired fullypaid and free from all liens, charges, equities, equitable interests,encumbrances, rights of pre-emption or other third party rights of any natureand together with all rights attaching thereto, including the right to receiveall dividends and other distributions declared, paid or made after 24 November2005 other than the interim dividend of 6.1525 pence per Westbury Share declaredon 25 October 2005. 5. Law The Offer will be governed by English law and be subject to the jurisdiction ofthe English courts, to the conditions set out above and the further terms to beset out in the formal Offer Document and, in the case of Westbury Shares held incertificated form, the Form of Acceptance. Appendix II Sources and bases of information (i) The value placed by the Offer on the existing issued share capital of Westbury is based on 114,904,424 Westbury Shares in issue on 23 November 2005, the last business day prior to the date of this announcement. (ii) Unless otherwise stated, the financial information relating to the Westbury Group is extracted from the audited consolidated financial statements of the Westbury Group for the relevant financial year or from the interim results statement of the Westbury Group for the six months ended 31 August 2005. (iii) The financial information relating to the Persimmon Group is extracted from the audited consolidated financial statements of the Persimmon Group for the year ended 31 December 2004 or from the interim results statement of the Persimmon Group for the six months ended 30 June 2005. Appendix III Details of irrevocable undertakings Name of Westbury Number of Westbury Percentage of issued share Shareholder Shares capital of Westbury Nigel Fee 152,358 0.13 John Bennett 76,735 0.07 Colin Cole 57,613 0.05 Geoffrey Maddrell 23,245 0.02 Ian Durant 1,000 0.0009 Appendix IV Definitions The following definitions apply throughout this announcement unless the contextotherwise requires: "Acquisition" the proposed acquisition by Persimmon of Westbury by means of the Offer "Act" or the Companies Act 1985, as amended"Companies Act" "Australia" the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction or any subdivision thereof "business day" any day, other than a Saturday, Sunday or public or bank holiday, on which banks are generally open for business in the City of London "Canada" Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof "Citigroup" Citigroup Global Markets Limited "Code" the City Code on Takeovers and Mergers "Daily Official the Daily Official List of the UK Listing AuthorityList" "Form of the form of acceptance, election and authority relating toAcceptance" the Offer which in the case of Westbury Shares held in certificated form will accompany the Offer Document "Japan" Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any subdivision thereof "Listing Rules" the listing rules of the UK Listing Authority "Loan Note the alternative under which Westbury Shareholders (other thanAlternative" certain overseas Shareholders) may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the Offer "Loan Notes" the loan notes of Persimmon to be issued pursuant to the Loan Note Alternative "London Stock London Stock Exchange plcExchange" "Merrill Lynch" Merrill Lynch International "Offer" the offer to be made by Citigroup for and on behalf of Persimmon to acquire all the Westbury Shares and including, where the context so permits, the Loan Note Alternative and, where the context so requires, any subsequent revision, variation, extension or renewal thereof "Offer Document" the formal offer document by which the Offer will be made, to be sent to Westbury Shareholders "Official List" the Official List of the UK Listing Authority "Panel" the Panel on Takeovers and Mergers "Persimmon" Persimmon plc "Persimmon Board" the directors of Persimmon as at the date of thisor "Persimmon announcement Directors""Persimmon Persimmon and its subsidiary undertakings and, where theGroup" context permits, each of them and for these purposes "subsidiary undertaking" has the meaning given by the Companies Act "Persimmon holders of Persimmon SharesShareholders" "Persimmon ordinary shares of 10 pence each in the capital ofShares" Persimmon "Transaction the transaction agreement between Westbury and PersimmonAgreement" dated 23 November 2005 relating, amongst other things, to the implementation of the Offer "UK" or "United United Kingdom of Great Britain and Northern IrelandKingdom" "UK Listing the Financial Services Authority acting in its capacity asAuthority" the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "US" or "United the United States of America, its territories andStates" possessions, any State of the United States and the District of Columbia, and all other areas subject to its jurisdiction and any political sub-division thereof "US Person" a US person as defined in Regulation S under the US Securities Act "US Securities the US Securities Act of 1933, as amended, and the rules andAct" regulations promulgated thereunder "Westbury" or the Westbury plc"Company" "Westbury Board" the directors of Westbury as at the date of this announcement "Westbury Group" Westbury and its subsidiary undertakings and, where theor the "Group" context permits, each of them and for these purposes "subsidiary undertaking" has the meaning given by the Companies Act "Westbury holders of Westbury SharesShareholders" or"Shareholders" "Westbury Share the Westbury 1995 Executive Share Option Scheme and theSchemes" Westbury Long Term Incentive Plan "Westbury ordinary shares of 10 pence each in the capital of WestburyShares" "£" and "pence" means the lawful currency of the United Kingdom All times referred to are London time unless otherwise stated. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Persimmon