4th Jun 2007 13:17
Wimpey(George) PLC04 June 2007 Merger of George Wimpey and Taylor Woodrow to create Taylor Wimpey, the largest UK Housebuilder Announcement of Results of Scheme Meeting and Extraordinary General Meeting George Wimpey Plc ("George Wimpey" or the "Company") announces that the Schemeof Arrangement to effect the proposed all-share merger (the "Merger") withTaylor Woodrow plc ("Taylor Woodrow") to create Taylor Wimpey plc was approvedby the requisite majority at the Scheme Meeting held earlier today and, further,that the special resolution to implement the Scheme (the "Special Resolution")put to the George Wimpey Extraordinary General Meeting (the "EGM") heldimmediately following the Scheme Meeting was also passed by the requisitemajority on a show of hands. The voting results of the Scheme Meeting and EGM are summarised below: Meeting Resolution Votes For Votes Against Total Votes Cast---------------------------------------------------------------------------------------------Scheme Meeting Resolution to approve 280,400,313 322,697 280,723,010 the Scheme (99.89%) (0.11%) EGM Special Resolution to 283,016,855 319,286 283,336,141 to implement the Scheme (99.89%) (0.11%) 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 the Company's shareholders, including, amongother things, the sanction of the Scheme by the High Court. The expected timetable for the implementation of the Merger is as follows: First Court hearing to sanction the Scheme 26 June 2007 Second Court hearing to confirm the Capital Reduction 2 July 2007 Scheme Record Time 6.00 p.m. on 2 July 2007 Effective Date of the Scheme 3 July 2007(1) De-listing of George Wimpey Shares 8.00 a.m. on 3 July 2007(1) Issue of Taylor Wimpey Shares 8.00 a.m. on 3 July 2007(1) Commencement of dealings on the London Stock Exchange 8.00 a.m. on 3 July 2007(1)of Taylor Wimpey Shares Crediting of Taylor Wimpey Shares to CREST accounts 8.00 a.m. on 3 July 2007(1)Latest date for despatch of share certificates in 17 July 2007(1)respect of Taylor Wimpey Shares (1) These dates are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the Capital Reduction. Unless stated otherwise, terms defined in the Scheme Document dated 4 May 2007shall have the same meaning in this announcement. Copies of the resolutions passed at the Scheme Meeting and the EGM have beensubmitted to the UK Listing Authority and will be shortly available forinspection by the public during normal business hours any weekday (publicholidays excepted) at the UK Listing Authority's Document Viewing Facility,which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Enquiries:George Wimpey PlcTel: +44 20 7963 6352 Peter RedfernAndrew Carr-Locke JPMorgan Cazenove(sole financial adviser and joint-broker to George Wimpey)Tel: +44 20 7588 2828 Mark BreuerRichard CottonAndrew Truscott Hoare Govett(joint-broker to George Wimpey)Tel: +44 20 7678 8000 Antonia RowanLuke Simpson The Maitland Company(PR adviser to George Wimpey)Tel: +44 20 7379 5151 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. 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. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Taylor Wimpey