3rd Apr 2007 11:04
Wilson Bowden Plc03 April 2007 For immediate release Not for release, publication or distribution in or into Australia, Canada orJapan. 3 April 2007 Recommended acquisition of Wilson Bowden plc by Barratt Developments PLC Results of Scheme Meeting and EGM Wilson Bowden plc ("Wilson Bowden" or the "Company") announces that at themeeting convened by the court and held earlier today, 3 April 2007 (the "SchemeMeeting"), and at the subsequent Extraordinary General Meeting ("EGM") toapprove the scheme of arrangement (the "Scheme") to implement the acquisition ofthe Company by Barratt Developments PLC (the "Acquisition"), all resolutionsreceived the necessary majorities and were accordingly approved. Voting results The voting results in relation to the Scheme Meeting and the EGM are summarisedbelow: SCHEME MEETING Resolution to approve the Scheme: Number of shareholders: FOR 386 AGAINST 11 representing the following number of votes: FOR 61,088,125 (99.86%) AGAINST 87,574 (0.14%) EGM Special resolution to give effect to the Scheme Number of Votes: FOR 60,948,151 (99.86%) AGAINST 87,936 (0.14%) WITHHELD 750,575 Completion of the Acquisition remains subject to the satisfaction or, ifappropriate, waiver of the conditions to the Acquisition as set out in thecircular in relation to the Scheme dated 8 March 2007 and sent to Wilson Bowdenshareholders, including, inter alia, the sanction of the Scheme by the HighCourt. The Acquisition was approved by Barratt Development PLC the requisite majorityof shareholders of Barratt Developments plc at an Extraordinary General Meetingheld on 27 March 2007. The expected timetable of remaining principal events is as follows: Last time and day for lodging form of election in respect of the 11:00 a.m. 20 April 2007Mix and Match facility and the Loan Note AlternativeFirst Court Hearing to sanction the Scheme 23 April 2007 (1)Last day of dealings in, and for registrations of transfers of, and 23 April 2007 (1)disablement in CREST, of Wilson Bowden SharesSecond Court Hearing Date to confirm the Capital Reduction 25 April 2007 (1)Effective Date of the Scheme 26 April 2007 (1)Commencement of dealings in New Barratt Shares on the London Stock 8.00 a.m. 26 April 2007 (1)Exchange (1) These dates are indicative only and will depend, inter alia, on thedates upon which the Court sanctions the Scheme and confirms the associatedCapital Reduction and whether the conditions are either satisfied or waived. Copies of the resolutions passed at the Scheme Meeting and the EGM will besubmitted to the UKLA and will shortly be available for viewing at the UKLA'sViewing Facility which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Enquiries: Wilson Bowden plcTel: +44 (0) 1530 260777 Ian Robertson HSBC Bank plc(financial adviser to Wilson Bowden)Tel: +44 (0) 20 7991 8888 Charles PackshawSimon ClokeNick McCarthy Bridgewell(joint-broker to Wilson Bowden)Tel: +44 (0) 20 7003 3000 Ben Money-Coutts Morgan Stanley(joint-broker to Wilson Bowden)Tel: +44 (0) 20 7425 8000 Paul BakerAlastair Cochran Financial Dynamics(PR adviser to Wilson Bowden)Tel: +44 (0) 20 7831 3113 Jon SimmonsJames Ottignon HSBC, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Wilson Bowden in connection withthe Acquisition and will not be responsible to anyone other than Wilson Bowdenfor providing the protections afforded to the clients of HSBC nor for providingadvice in relation to the Acquisition or any other matter referred to herein. Bridgewell is acting as joint-broker to Wilson Bowden, and no one else inconnection with the Acquisition and will not be responsible to anyone other thanWilson Bowden for providing the protections afforded to the clients ofBridgewell nor for providing advice in relation to the Acquisition or any othermatter referred to herein. Morgan Stanley is acting as joint-broker to Wilson Bowden, and no one else inconnection with the Acquisition and will not be responsible to anyone other thanWilson Bowden for providing the protections afforded to the clients of MorganStanley nor for providing advice in relation to the Acquisition or any othermatter referred to herein. Overseas Jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English law,the City Code and the Listing Rules and the information disclosed may not be thesame as that which would have been disclosed if this announcement had beenprepared in accordance with the laws and regulations of any jurisdiction outsideof England. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or a solicitation of any vote orapproval in any jurisdiction. This announcement does not constitute a prospectusor a prospectus equivalent document. Wilson Bowden Shareholders are advised toread carefully the Scheme Document and the Prospectus. In particular, this announcement is not an offer of securities for sale in theUnited States and the New Barratt Shares, which will be issued in connectionwith the Acquisition, have not been, and will not be, registered under theSecurities Act or under the securities laws of any state, district or otherjurisdiction of the United States, Australia, Canada or Japan and no regulatoryclearance in respect of the New Barratt Shares has been, or will be, applied forin any jurisdiction other than the UK. The New Barratt Shares may not beoffered or sold in the United States absent registration under the SecuritiesAct or an exemption from registration. The New Barratt Shares will be issued inreliance upon the exemption from the registration requirements of the SecuritiesAct provided by Section 3(a)(10) thereof. Under applicable US securities laws,Wilson Bowden Shareholders (whether or not US persons) who are or will be "affiliates" of Wilson Bowden or Barratt prior to, or of Barratt after, theEffective Date will be subject to certain timing, manner of sale and volumerestrictions on the sale of the New Barratt Shares received in connection withthe Scheme. Unless Barratt otherwise determines, relevant clearances and registrations havenot been, nor will they be, sought or obtained, nor have any steps been taken,nor will any steps be taken, to enable the Loan Notes to be publicly offered incompliance with applicable securities laws of any jurisdiction. The Loan Noteshave not been, nor will they be, registered under the Securities Act or underthe securities laws of any state, district or other jurisdiction of the UnitedStates and the Loan Notes are not being offered in, and may not be transferredinto, the United States. The Loan Notes may not (subject to certain limitedexceptions) be offered, sold, transferred or delivered, directly or indirectly,in any other jurisdiction (including, without limitation, in Australia, Canadaor Japan) where to do so would violate the laws of that jurisdiction or wouldrequire registration thereof in such jurisdiction. Notice to US Investors in Wilson Bowden: the Acquisition relates to the sharesof a UK company and is to be made by means of a scheme of arrangement providedfor under the laws of England and Wales. The Acquisition is subject to thedisclosure requirements and practices applicable in the United Kingdom toschemes of arrangement, which differ from the disclosure and other requirementsof US securities laws. Financial information included in the Scheme Documentand Prospectus will have been prepared in accordance with accounting standardsapplicable in the United Kingdom that may not be comparable to the financialstatements of US companies. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Barratt or Wilson Bowden, all "dealings" in any "relevant securities" of that company (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 p.m. on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the Scheme becomes Effective, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends (or, if Barratt elects to effect theAcquisition by way of the Offer, until the date on which the Offer becomes, oris declared, unconditional as to acceptances, lapses or is otherwise withdrawnor on which the "offer period" otherwise ends). If two or more persons acttogether pursuant to an agreement or understanding, whether formal or informal,to acquire an "interest" in "relevant securities" of Barratt or Wilson Bowden,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Barratt or Wilson Bowden by Barratt or Wilson Bowden, or by anyof their respective "associates", must be disclosed by no later than 12.00 noonon the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barratt Developments