29th May 2007 08:44
Taylor Woodrow PLC29 May 2007 29 May 2007 Merger of Taylor Woodrow and George Wimpey to create Taylor Wimpey, the largest UK Housebuilder Announcement of Results of Extraordinary General Meeting Taylor Woodrow plc ("Taylor Woodrow" or the "Company") announces that at theTaylor Woodrow Extraordinary General Meeting (the "EGM") held earlier today forTaylor Woodrow Shareholders to approve the proposed all-share merger (the "Merger") with George Wimpey Plc ("George Wimpey") to create Taylor Wimpey plc,and certain associated resolutions, all the resolutions put to the EGM wereapproved by the Company's shareholders. All resolutions proposed at the EGM were carried on a show of hands.Information on the proxy votes lodged for resolutions passed at the EGM are setout below and will be shortly displayed on Taylor Woodrow's website at http://www.taylorwoodrow.com/Homepage/InvestorRelations/ShareholderInformation/EGM. On 17 May 2007, the Office of Fair Trading announced its decision not to referthe Merger to the Competition Commission, thereby satisfying the condition tothe implementation of the Merger in this respect. Completion of the Merger remains subject to the satisfaction or (if capable ofwaiver) waiver of the remaining Conditions as set out in Part 3 of the SchemeDocument dated 4 May 2007 sent to George Wimpey Shareholders, including, amongother things, the approval by George Wimpey Shareholders of the Scheme and theScheme Meeting and of the resolutions in connection with the Scheme at theGeorge Wimpey Extraordinary General Meeting and the sanction of the Scheme bythe High Court. The expected timetable for the implementation of the Merger is as follows: Scheme Meeting(1) 10.30 a.m. on 4 June 2007George Wimpey Extraordinary General Meeting(1) 10.45 a.m. on 4 June 2007(2)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(3)De-listing of George Wimpey Shares 3 July 2007(3)Issue of Taylor Wimpey Shares 3 July 2007(3)Commencement of dealings on the London Stock Exchange of 3 July 2007(3)Taylor Wimpey SharesCrediting of Taylor Wimpey Shares to CREST accounts 3 July 2007(3)Latest date for despatch of share certificates in respect of 17 July 2007(3)Taylor Wimpey Shares (1) The Scheme Meeting and the George Wimpey Extraordinary GeneralMeeting will both be held at Victoria Park Plaza, 239 Vauxhall Bridge Road,London SW1V 1EQ. (2) Or as soon thereafter as the Scheme Meeting shall have concluded. (3) These dates are indicative only and will depend, among otherthings, on the date upon which the Conditions are either satisfied or (ifcapable of waiver) waived and the dates upon which the Court sanctions theScheme and confirms the Capital Reduction. Unless stated otherwise, terms defined in the Prospectus dated 4 May 2007 shallhave the same meaning in this announcement. Copies of the resolutions passed at the EGM have been submitted to the UKListing Authority and will be shortly available for inspection by the publicduring normal business hours any weekday (public holidays excepted) at the UKListing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Enquiries:Taylor Woodrow plc George Wimpey PlcTel: +44 121 600 8520 Tel: +44 20 7963 6352Ian 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 toWoodrow) George Wimpey)Tel: +44 20 7568 1000 Tel: +44 20 7588 2828Tom 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 8000Gavin 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 5151James Murgatroyd Liz Morley 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. 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. 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 Prospectus and the Scheme Document. 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 not beoffered, 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. Proxy votes lodged for resolutions passed at theTaylor Woodrow Extraordinary General Meeting Company Name: Taylor Woodrow plc Meeting Date: 29/05/2007 Number of cards(shareholders) at meetingdate: 11,702 Issued share capital atmeeting date: 582,120,465 ordinary shares of 25p each (excluding 12,233,047 shares held in Treasury) Number of votes per share: One Meeting type AGM/EGM: EGM Resolution Shares For Shares Shares Shares Marked Poll Yes/No(No. as noted on proxy form) Discretionary Against As Votes Withheld / Abstentions1. To approve the merger of 347,089,156 378,003 739,121 11,740,638 Nothe Company with GeorgeWimpey plc and the issue ofshares in connection with it 2. To approve the increase 331,963,931 14,469,952 1,327,357 11,808,378 Noin the authorised sharecapital of the Company andgrant the directors of theCompany authority to allotshares 3. To increase the total 330,466,314 14,538,680 2,759,691 12,182,233 Noamount which may be paid inrespect of directors' feesto £1,000,000 p.a. 4. To grant the directors of 333,533,612 14,667,374 343,898 11,402,034 Nothe Company authority tomake market purchases of theshares 5. To change the name of the 332,903,972 14,573,610 693,442 11,769,553 NoCompany to "Taylor Wimpeyplc" This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Taylor Wimpey