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Response to Annct by Heron Cp

7th Apr 2005 12:14

Crest Nicholson PLC07 April 2005 7 April 2005 Crest Nicholson PLC ("Crest Nicholson" or the "Company") Crest Nicholson notes the announcement made by Heron Corporation ("Heron") thismorning, stating its intention to vote against Resolutions 7 and 8 which will beput to shareholders at the Company's AGM tomorrow. Resolution 7 relates to the authority to allot shares other than in accordancewith pre-emption rights. The Board notes that in the Resolution it is statedthat "the Board does not have any intention at the present time of exercisingthis authority other than in relation to the exercise of options under theCompany's employee share schemes". Resolution 8 relates to the authority of the Company to purchase its own shares.The Board notes that in the Resolution it is stated that "your Directors willonly make use of the authority when satisfied that it is in the interests of theCompany so to do. In considering the purchase by the Company of its own shares,the Directors (....) will only consider making purchases if they believe thatthe earnings per Ordinary share will be improved by such purchases." As Resolutions 7 and 8 are to be proposed as special resolutions, requiring theapproval of 75% of those voting, and given the size of Heron's shareholding inthe Company, the Board expects that if Heron continues to adopt its indicatedstrategy, Resolutions 7 and 8 will not be passed. The Board is disappointed by Heron's stance in respect of these two standard AGMresolutions. In relation to Heron's announcement on 16 March 2005, the Board of CrestNicholson reiterates that it has its fiduciary duties to shareholders uppermostin its mind. Even at the top of the range indicated by Heron, Heron's proposalsignificantly undervalues Crest Nicholson. ENQUIRIES Brunswick Group LLP +44 20 7404 5959Andrew FenwickKate Miller This information is provided by RNS The company news service from the London Stock Exchange

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Crest Nicholson
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