23rd Apr 2007 12:43
Wilson Bowden Plc23 April 2007 For immediate release Not for release, publication or distribution in or into Australia, Canada orJapan. 23 April 2007 Recommended acquisition of Wilson Bowden plc by Barratt Developments PLC Sanction of Scheme of Arrangement by the Court Wilson Bowden plc ("Wilson Bowden" or the "Company") announces that the Courttoday approved the reorganisation of capital comprised within the proposedscheme of arrangement under section 425 of the Companies Act 1985 (the "Scheme")to effect the acquisition of the Company by Barratt Developments PLC ("Barratt"). The Scheme and its implementation were approved by the requisite majoritiesof the Company's shareholders at meetings held on 3 April 2007. Accordingly,each Ordinary Share held by Scheme Shareholders will be sub-divided into22,457,399 ordinary shares of 10/22,457,399 pence each in the capital of theCompany and such ordinary shares shall be reclassified into A Shares, B Sharesand C Shares (the "Share Reclassification") at 6.00 p.m. on 24 April 2007following delivery of the office copy of the Court Order sanctioning the ShareReclassification and the Scheme to the Registrar of Companies. In order to allow the Share Reclassification and subsequent Capital Reduction tobe completed, the last day of dealings in, and for registration of transfers of,Wilson Bowden Shares will be Monday 23 April 2007. Wilson Bowden Shares willtherefore be suspended from the Official List of the UKLA and from trading onthe London Stock Exchange's main market for listed securities at 7.30 a.m. on 24April 2007. No transfers of Wilson Bowden Shares will be registered afterMonday 23 April 2007, other than the registration of Wilson Bowden Sharesreleased, transferred or issued under the terms of the Wilson Bowden ShareSchemes after the First Court Hearing and prior to the Reorganisation RecordTime and the register of members of the Company will be closed with effect from6.00 p.m. on 24 April 2007. The Acquisition remains conditional upon the confirmation of the CapitalReduction by the Court and an office copy of the Court Order relating to thereduction of capital being delivered to, and registered by, the Registrar ofCompanies. Provided that the Court Order is so registered, Wilson Bowden hasrequested that the Financial Services Authority cancel the listing, and LondonStock Exchange plc cancel the trading, of the Ordinary Shares with effect from8.00 a.m. on Thursday 26 April 2007. Capitalised terms used, but not defined, in this announcement have the meaninggiven to them in the circular in relation to the Scheme posted to Wilson BowdenShareholders on 8 March 2007. The expected timetable of remaining events is as follows: Second Court Hearing Date to confirm the Capital Reduction 25 April 2007Effective Date of the Scheme 26 April 2007Commencement of dealings in New Barratt Shares on the London Stock 8.00 a.m. Exchange 26 April 2007 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