26th Jun 2007 11:51
Wimpey(George) PLC26 June 2007 26 June 2007 Merger of George Wimpey and Taylor Woodrow to create Taylor Wimpey, the largest UK Housebuilder Sanction of the Scheme of Arrangement The Board of George Wimpey Plc ("George Wimpey" or the "Company") announces thatthe High Court of Justice in England and Wales (the "High Court") today made anorder sanctioning the scheme of arrangement (the "Scheme") between the Companyand the holders of Scheme Shares to effect the merger of the Company and TaylorWoodrow plc ("Taylor Woodrow"). The Scheme and its implementation were approvedby the Company's shareholders on 4 June 2007 at the Scheme Meeting and theGeorge Wimpey Extraordinary General Meeting. 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 confirmation of the Capital Reduction by the High Court. It is intended that an office copy of the Court order sanctioning the Schemewill be delivered to the Registrar of Companies on 3 July 2007, together with anoffice copy of the Court order relating to the Capital Reduction forregistration by the Registrar of Companies on 3 July 2007. The expected timetable for the implementation of the Merger is as follows: Last day of dealings in, and for registration of transfers of, and 29 June 2007disablement in CREST of, George Wimpey Shares 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 of Taylor Wimpey Shares 8.00 a.m. on 3 July 2007(1) 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 respect of Taylor Wimpey 17 July 2007(1)Shares (1) These times and dates are indicative only and will depend, amongother things, on the dates upon which the Court confirms the Capital Reductionand the Court Orders are delivered to the Registrar of Companies. Unless stated otherwise, terms defined in the Scheme Document dated 4 May 2007shall have the same meaning in this announcement. Enquiries: George Wimpey Plc Tel: +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