Wilson Bowden plc

5th Feb 2007 07:00

Barratt Developments PLC05 February 2007 Not for release, publication or distribution in or into Australia, Canada orJapan. 5 February 2007 RECOMMENDED CASH AND SHARE OFFER for Wilson Bowden plc by Barratt Developments PLC The boards of Barratt Developments PLC and Wilson Bowden plc are pleased toannounce that they have agreed the terms of a recommended cash and share offerto be made by Barratt to acquire the entire issued and to be issued ordinaryshare capital of Wilson Bowden. Highlights • Under the terms of the Acquisition, Wilson Bowden Shareholders will be entitled to receive: For each Wilson Bowden Share 950 pence in cash AND 1.0647 New Barratt Shares • The recommended cash and share Acquisition: - values each Wilson Bowden Share at 2,245 pence aftertaking account of the Barratt interim dividend of 11.38 pence, to which WilsonBowden Shareholders will not be entitled in respect of their New Barratt Shares;1 - values Wilson Bowden's issued and to be issued ordinary share capital at approximately £2.2 billion; - represents a premium of approximately 23 per cent. to the Closing Price of a Wilson Bowden Share of 1,831 pence on 24 November 2006, the last Business Day before Wilson Bowden announced that it was in preliminarydiscussions which may or may not lead to an offer for Wilson Bowden; and - represents a premium of approximately 63 per cent. to the Closing Price of a Wilson Bowden Share of 1,380 pence on 14 July 2006, theClosing Price immediately prior to the announcement that Wilson Bowden was awarethat an independent review of the Wilson Family holdings in Wilson Bowden wasbeing conducted. Over the same period, Barratt's share price has increased by35 per cent., in each case based on the Closing Price of a Barratt Share of 1,228 pence on 2February 2007, the last Business Day prior to the date of this announcement. Note: (1) The value for each Wilson Bowden Share is calculated after adjusting thevalue of Barratt Shares to reflect the Barratt interim dividend of 11.38 penceto which holders of Wilson Bowden Shares will not be entitled. Prior to thisadjustment, the terms of the Acquisition would value each Wilson Bowden Share at2,257 pence. • The Acquisition is expected to be earnings enhancing inthe first full year following the Effective Date.2 • As at the close of business on 2 February 2007, the lastBusiness Day prior to the date of this announcement, the Enlarged Group wouldhave had a pro forma market capitalisation of £4.3 billion. • Immediately following the Effective Date, assuming thatthe maximum number of New Barratt Shares to be issued pursuant to theAcquisition had been issued by that time, it is expected that BarrattShareholders will own approximately 70 per cent., and Wilson Bowden Shareholderswill own approximately 30 per cent., of Barratt's enlarged issued share capital. • It is intended that the Acquisition will be effected byway of a scheme of arrangement of Wilson Bowden although Barratt reserves theright in its absolute discretion to implement the Acquisition by way of theOffer. Commenting on the Acquisition, Charles Toner, Group Chairman of Barratt, said: "I am delighted that we have reached an agreement with Wilson Bowden. This isan excellent strategic fit for Barratt which will create a sector leader withstrengths right across the market, in terms of both geographical coverage andproduct offering. The benefits of bringing these two well managed groupstogether will unlock opportunities that will provide added impetus for futuregrowth. This is a move that will deliver value and is an exceptionalopportunity for shareholders in both companies." Commenting on the Acquisition, David Wilson, Chairman of Wilson Bowden, said: "After a long and thorough process, the Wilson Bowden board has concluded thatthe way forward is to combine the group with Barratt Developments PLC. The enlarged group will be one of the UK's largest housebuilders. It will be inan excellent position to develop the strengths of each business, housebuilding,social housing and commercial property development, and to deliver significantbenefits from the opportunities emerging in the market. Both businesses have powerful brands and a wealth of strong management, whichwill be developed and motivated to create fresh and exciting opportunities thatwill drive the combined business forward. The transaction provides all Wilson Bowden shareholders with significant valueand an opportunity to participate in the great potential of the enlargedbusiness." Note: (2) This statement should not be taken to imply that the earnings of Barratt forthe year ended 30 June 2008 (assuming the Effective Date is on or prior to 30June 2007) will be higher than the previous year. Strategic rationale The Barratt Board believes that the Acquisition has compelling strategic andfinancial logic for both Barratt and Wilson Bowden and that it represents anattractive opportunity to participate in enhanced value for both the existingBarratt Shareholders and, through the share element of the consideration fortheir Wilson Bowden Shares, Wilson Bowden Shareholders. The Enlarged Group willbe positioned as one of the UK's leading housebuilders. The principal benefits of the Acquisition include: - Highly complementary geographic fit The Enlarged Group will benefit from a better balanced regional profile,with housebuilding activities well distributed between the North of England, theMidlands, the South of England, Scotland and Wales. - Creation of a "best in class" management team It is Barratt's intention to offer jobs in the combined business to the peoplewho are best suited to them, in order to create a "best in class" managementteam. - Greater flexibility from an expanded strategic and consented landbank Based on the two companies' last reported figures3, the Enlarged Groupwould have had a pro forma combined landbank of 103,557 plots and a strategiclandbank of approximately 12,600 acres. Based on the pro forma volume for thetwelve months to 30 June 2006, the Enlarged Group's landbank would haverepresented approximately 5.3 years' worth of supply. It is the Barratt Board'sintention to continue to invest in land purchases to accelerate the delivery oforganic growth through continued investment in the landbank and the proposedcapital structure of the Enlarged Group reflects this. As a result, it is notenvisaged that there will be any significant reduction in the aggregate amountof land the two companies purchase. - Synergies The Barratt Board believes that the Enlarged Group will be able to deliverannualised pre-tax cost synergies from operational and purchasing efficienciesof at least £45 million in the second full financial year after the EffectiveDate.4 - Full-range housebuilding product offering The Enlarged Group's product offering will span the width of the housebuildingmarket in the UK, from social housing within both Barratt's and Wilson Bowden'sexisting operations to the upmarket housing offered under the well-respectedpremium David Wilson Homes brand. - Expanded commercial development capacity Wilson Bowden's commercial development business is expected to provide theEnlarged Group with the ability to bid for an increased number of large mixeduse developments. Note: (3) As at 31 December 2006, the Barratt Group's landbank comprised 70,500 plots.As at 30 June 2006, the Wilson Bowden Group's landbank comprised 33,057 plots. (4) The expected synergies have been calculated by Barratt on the basis of theexisting and projected cost and operating structures of Barratt and Barratt'sestimate of the existing and projected cost and operating structures of WilsonBowden. Statements of estimated synergies relate to future actions andcircumstances, which, by their nature involve risks, uncertainties,contingencies and other factors. As a result, the synergies referred to may notbe achieved, or those achieved may be materially different from those estimated. Irrevocable Undertakings • Barratt has received irrevocable undertakings in respectof a total of 35,692,502 Wilson Bowden Shares, representing in aggregateapproximately 37.7 per cent. of the existing issued share capital of WilsonBowden. Further details are given immediately below and in the main body of theannouncement. • The Wilson Bowden Directors who hold Wilson Bowden Shares(including David Wilson) and certain members of the Wilson family haveundertaken to vote in favour of the Scheme (or, as the case may be, to acceptthe Offer) in respect of a total of 23,504,431 Wilson Bowden Shares,representing in aggregate approximately 24.8 per cent. of the existing issuedshare capital of Wilson Bowden. These irrevocable undertakings continue to bebinding in the event of a higher offer being made for Wilson Bowden. Furtherdetails in relation to these irrevocable undertakings (including in relation tothe circumstances in which they cease to be binding) are given in the main bodyof the announcement. • The trustees of certain Wilson family trusts haveundertaken to vote in favour of the Scheme (or, as the case may be, to acceptthe Offer) in respect of a total of 12,188,071 Wilson Bowden Shares,representing in aggregate approximately 12.9 per cent. of the existing issuedshare capital of Wilson Bowden. These irrevocable undertakings cease to bebinding in certain circumstances if: (i) a person not acting in concert with Barratt announces, at or priorto 11.59 p.m. on the seventh day after the date of release of this announcement,a firm intention to make an offer for Wilson Bowden which represents animprovement of at least 10 per cent. per Wilson Bowden Share over the value ofthe consideration available under the Acquisition; and (ii) either (a) Barratt fails to announce, at or prior to 11.59 p.m. onthe seventh day after such higher offer is announced, a revision to the terms ofthe Acquisition which represents an improvement to the consideration per WilsonBowden Share available under such higher offer or (b) Barratt does announce, ator prior to 11.59 p.m. on the seventh day after such higher offer is announced,such a revision to the terms of the Acquisition but, following the announcementof the revision to the Acquisition, a third party announces an offer whichrepresents an improvement of at least 10 per cent. per Wilson Bowden Share overthe value of the consideration available under the Acquisition (as so revised). Further details in relation to these irrevocable undertakings (including inrelation to the circumstances in which they cease to be binding) are given inthe main body of the announcement. This summary should be read in conjunction with the main body of theannouncement. There will be a presentation to investors and analysts at 9.15 a.m. on Monday 5February 2007 at UBS, 1 Finsbury Avenue, London EC2M 2PP. UBS is acting as exclusive financial adviser and joint-broker to Barratt.Credit Suisse is acting as joint-broker to Barratt. HSBC is acting as exclusive financial adviser to Wilson Bowden. Bridgewell andMorgan Stanley are acting as joint-brokers to Wilson Bowden. Rothschild isacting as exclusive financial adviser to the Wilson Family. Enquiries: Barratt Developments PLC Wilson Bowden plcTel: +44 (0) 191 227 2000 Tel: +44 (0) 1530 260777 Charles Toner Ian RobertsonMark ClareMark Pain UBS Investment Bank HSBC Bank plc(financial adviser and joint-broker to Barratt) (financial adviser to Wilson Bowden) Tel: +44 (0) 20 7567 8000 Tel: +44 (0) 20 7991 8888 Liam Beere Charles PackshawHugo Robinson Simon Cloke Nick McCarthy Credit Suisse Securities (Europe) Limited Bridgewell(joint-broker to Barratt in respect of the acquisition) (joint-broker to Wilson Bowden) Tel: +44 (0) 20 7888 8888 Tel: +44 (0) 20 7003 3000 Peter Hyde Ben Money-CouttsJohn Hannaford Weber Shandwick Morgan Stanley(PR adviser to Barratt) (joint-broker to Wilson Bowden) Tel: +44 (0) 20 7067 0700 Tel: +44 (0) 20 7425 8000 Terry Garrett Paul BakerChris Lynch Alastair CochranNick Dibden Financial Dynamics (PR adviser to Wilson Bowden) Tel: +44 (0) 20 7831 3113 Jon Simmons James Ottignon Wilson Family Rothschild (financial adviser to the Wilson Family) Tel: +44 (0) 20 7280 5000 Alex Midgen Kevin Ramsden This summary should be read in conjunction with the full text of the followingannouncement and the Appendices. The conditions to and certain further terms ofthe Acquisition are set out in Appendix 1. The bases and sources of certainfinancial information contained in this announcement are set out in Appendix 2.Certain definitions and terms used in this announcement are set out in Appendix3. UBS is acting as exclusive financial adviser and joint-broker to Barratt, and noone else in connection with the Acquisition and will not be responsible toanyone other than Barratt for providing the protections afforded to the clientsof UBS nor for providing advice in relation to the Acquisition or any othermatter referred to herein. Credit Suisse is acting as joint-broker to Barratt in respect of theAcquisition, and no one else in connection with the Acquisition and will not beresponsible to anyone other than Barratt for providing the protections affordedto the clients of Credit Suisse nor for providing advice in relation to theAcquisition or any other matter referred to herein. 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. Rothschild, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, is acting as exclusive financial adviser to theWilson Family and no one else in relation to the Acquisition and will not beresponsible to anyone other than the Wilson Family for providing the protectionsafforded to clients of Rothschild nor for providing advice in relation to theAcquisition or any other matter or arrangement 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 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 formal documentation in relation to the Acquisition once ithas been despatched. 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 law 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. It is expected that the New BarrattShares will be issued in reliance upon the exemption from the registrationrequirements of the Securities Act provided by Section 3(a)(10) thereof. Underapplicable US securities laws, Wilson Bowden Shareholders (whether or not USpersons) who are or will be "affiliates" of Wilson Bowden or Barratt prior to,or of Barratt after, the Effective Date will be subject to certain transferrestrictions relating to the New Barratt Shares received in connection with theScheme. 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 proposed to be made by means of a scheme of arrangementprovided for under the laws of England and Wales. The Acquisition is subject tothe disclosure 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 relevantdocumentation will have been prepared in accordance with accounting standardsapplicable in the United Kingdom that may not be comparable to the financialstatements of US companies. If Barratt decides to implement the Acquisition by way of the Offer, it will bemade in satisfaction of the procedural and filing requirements of the USsecurities laws, to the extent applicable. If the Acquisition is implemented byway of the Offer, the New Barratt Shares to be issued in connection with suchOffer will not be registered under the Securities Act or under the securitieslaws of any state, district or other jurisdiction of the United States and maynot be offered, sold or delivered, directly or indirectly, in the United Statesexcept pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act. Barratt does not intend toregister any such New Barratt Shares or part thereof in the United States or toconduct a public offering of the New Barratt Shares in the United States. Forward Looking Statements This announcement contains forward looking statements that are based on currentexpectations or beliefs, as well as assumptions about future events. Thesestatements are based on the current expectations of the management of Barrattand are naturally subject to uncertainty and changes in circumstances. Unduereliance should not be placed on any such statements because, by their verynature, they are subject to known and unknown risks and uncertainties and can beaffected by other factors that could cause actual results, and Barratt's plansand objectives, to differ materially from those expressed or implied in theforward looking statements. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward looking statements. Among the factorsthat could cause actual results to differ materially from those described in theforward looking statements are Barratt's ability to combine successfully thebusinesses of Wilson Bowden and Barratt and to realise expected synergies fromthat combination, changes in the global, political, economic, business,competitive, market and regulatory forces, future exchange and interest rates,changes in tax rates and future business combinations or dispositions. Neither Barratt nor Wilson Bowden undertakes any obligation (except as requiredby the Listing Rules and the rules of the London Stock Exchange) to revise orupdate any forward looking statement contained in this announcement, regardlessof whether that statement is affected as a result of new information, futureevents or otherwise. 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. Not for release, publication or distribution in or into Australia, Canada orJapan. 5 February 2007 RECOMMENDED CASH AND SHARE OFFER for Wilson Bowden plc by Barratt Developments PLC 1. Introduction The boards of Barratt Developments PLC and Wilson Bowden plc are pleased toannounce that they have agreed the terms of a recommended cash and share offerto be made by Barratt to acquire the entire issued and to be issued ordinaryshare capital of Wilson Bowden. It is currently intended that the Acquisitionwill be implemented by way of scheme of arrangement and, subject to thesatisfaction, or, where appropriate, waiver, of the Conditions, it is expectedthat the Acquisition will become effective during the first half of 2007. 2. The Acquisition Pursuant to the Acquisition, which will be subject to the Conditions and furtherterms set out below and in Appendix 1 and the full terms and conditions whichwill be set out in the Scheme Document (or, as the case may be, the OfferDocument), Wilson Bowden Shareholders will be entitled to receive: For each Wilson Bowden Share 950 pence in cash AND 1.0647 New Barratt Shares and so in proportion for any number of Wilson Bowden Shares held. The recommended cash and share Acquisition: • values each Wilson Bowden Share at 2,245 pence after taking account ofthe Barratt interim dividend of 11.38 pence, to which Wilson Bowden Shareholderswill not be entitled in respect of their New Barratt Shares;1 • values Wilson Bowden's issued and to be issued ordinary share capitalat approximately £2.2 billion; • represents a premium of approximately 23 per cent. to the ClosingPrice of a Wilson Bowden Share of 1,831 pence on 24 November 2006, the lastBusiness Day before Wilson Bowden announced that it was in preliminarydiscussions which may or may not lead to an offer for Wilson Bowden; and • represents a premium of approximately 63 per cent. to the ClosingPrice of a Wilson Bowden Share of 1,380 pence on 14 July 2006, the Closing Priceimmediately prior to the announcement that Wilson Bowden was aware that anindependent review of the Wilson Family holdings in Wilson Bowden was beingconducted. Over the same period, Barratt's share price has increased by 35 percent., in each case based on the Closing Price of a Barratt Share of 1,228 pence on 2February 2007, the last Business Day prior to the date of this announcement. Subject to the Acquisition becoming Effective, Wilson Bowden Shareholders willnot be entitled to any final dividend in respect of the Wilson Bowden Shares forthe full year ended 31 December 2006. Immediately following the Effective Date, assuming that the maximum number ofNew Barratt Shares to be issued pursuant to the Acquisition had been issued bythat time, it is expected that Barratt Shareholders will own approximately 70per cent., and Wilson Bowden Shareholders will own approximately 30 per cent.,of Barratt's enlarged issued share capital. The New Barratt Shares will be issued credited as fully paid and will rank paripassu in all respects with the Barratt Shares in issue at the time the NewBarratt Shares are issued pursuant to the Acquisition, including the right toreceive and retain dividends and other distributions declared, made or paid byreference to a record date falling after the Effective Date. The New BarrattShares will not however rank for the interim dividend in respect of the halfyear ended 31 December 2006. The Barratt Board has resolved to pay, on or around25 May 2007, an interim dividend of 11.38 pence in respect of this period toBarratt Shareholders on the register on 30 March 2007. Applications will bemade to the UKLA for the New Barratt Shares to be admitted to the Official Listand to the London Stock Exchange for the New Barratt Shares to be admitted totrading on the London Stock Exchange's market for listed securities. In the event that the Acquisition is to be implemented pursuant to the Offer,the Wilson Bowden Shares will be acquired pursuant to the Offer fully paid andfree from all liens, charges, equitable interests, encumbrances and rights ofpre-emption and any other interests of any nature whatsoever and together withall rights attaching thereto. Any new Wilson Bowden Shares issued to Barratt orits nominee(s) pursuant to the Scheme will be issued on the same basis. Note: (1) The value for each Wilson Bowden Share is calculated after adjusting thevalue of Barratt Shares to reflect the Barratt interim dividend of 11.38 penceto which holders of Wilson Bowden Shares will not be entitled. Prior to thisadjustment, the terms of the Acquisition would value each Wilson Bowden Share at2,257 pence. 3. Recommendation The Wilson Bowden Directors, who have been so advised by HSBC, consider theterms of the Acquisition to be fair and reasonable. In providing their advice tothe Wilson Bowden Directors, HSBC has taken into account the commercialassessments of the Wilson Bowden Directors. Accordingly, the Wilson BowdenDirectors intend unanimously to recommend that Wilson Bowden Shareholders votein favour of the Scheme (or, as the case may be, accept the Offer), as they haveirrevocably undertaken to do in respect of their own beneficial holdings, whichin aggregate amount to 19,366,827 Wilson Bowden Shares, representingapproximately 20.5 per cent. of Wilson Bowden's existing issued share capital. 4. Conditions and Implementation of the Acquisition The Acquisition will be subject to the satisfaction or, where appropriate,waiver of the Conditions, including the sanction of the Scheme by the Court andthe admission to trading of the New Barratt Shares. As is referred to below,the Acquisition is also subject to the passing by Barratt Shareholders of theresolutions to be proposed at the Barratt Extraordinary General Meeting and tothe passing by Wilson Bowden Shareholders of the resolution(s) to be proposed atthe Wilson Bowden Extraordinary General Meeting and also at the Scheme Meeting. It is currently intended that the Acquisition will be effected by way of ascheme of arrangement of Wilson Bowden under section 425 of the Companies Act,although Barratt and Wilson Bowden have agreed that Barratt may, if it sodetermines and in its absolute discretion, implement the Acquisition by making atakeover offer for the entire issued and to be issued ordinary share capital ofWilson Bowden. The Directors of Wilson Bowden have confirmed that, in the eventthat Barratt determines to implement the Acquisition by way of the Offer, theDirectors of Wilson Bowden will recommend, on a unanimous and unqualified basis,that Wilson Bowden Shareholders accept the Offer except to the extent that theWilson Bowden Directors determine in good faith (having taken appropriate legaland financial advice) that such unanimous and unqualified recommendation shouldnot be given or should be withdrawn or modified in compliance with theirfiduciary duties. 5. Background to the Acquisition On 14 July 2006, Wilson Bowden announced that it was aware that an independentreview of the Wilson Family holdings in Wilson Bowden was being conducted. InNovember 2006, the Wilson Bowden Board commenced a formal process to assess theinterest of a number of parties in Wilson Bowden and, following pressspeculation, Wilson Bowden announced on 26 November 2006 that it was inpreliminary discussions with a number of parties regarding a possible offer forWilson Bowden. This announcement represents the culmination of that process. 6. Reasons for the Acquisition and plans for Wilson Bowden The Board of Barratt believes that the Acquisition has compelling strategic andfinancial logic for both Barratt and Wilson Bowden and that it represents anattractive opportunity to deliver enhanced value for both the existing BarrattShareholders and, through the share element of the consideration, for the WilsonBowden Shareholders. The Enlarged Group will be positioned as one of the UK'sleading housebuilders with homebuilding activities distributed across the UKmainland, providing a strong base for future growth. For the twelve months to30 June 2006, the Enlarged Group would have had pro forma completions of 19,702. The principal benefits of the Acquisition include: - Highly complementary geographic fit Barratt initially operated in the North of England and hassubsequently expanded in the South of England. The Wilson Bowden Group is wellrepresented in the Midlands, and Barratt estimates that around 45 per cent. ofWilson Bowden's sales were generated in this region in the year to 31 December2005. The Enlarged Group will benefit from a better balanced regional profile,with housebuilding activities distributed between the South of England, theMidlands, the North of England, Scotland and Wales, the main focus of which willbe the South of England (which Barratt estimates would have been 46 per cent. ofsales in respect of the twelve months to 30 June 2006) and the Midlands (whichBarratt estimates would have been 28 per cent. of sales in the same period). In the year to 30 June 2006, Barratt Group's sales were distributed as follows:52 per cent. in the South of England, 20 per cent. in the Midlands, 20 per cent.in the North of England and 8 per cent. in Scotland. For the same period,Barratt estimates that Wilson Bowden's Group sales were distributed as follows:35 per cent. in the South of England, 45 per cent. in the Midlands, 15 per cent.in the North of England and 5 per cent. in Scotland. Barratt estimates that thepro forma combined group sales distribution would have been 46 per cent. in theSouth of England, 28 per cent. in the Midlands, 18 per cent. in the North ofEngland and 7 per cent. in Scotland. - Creation of a "best in class" management team It is Barratt's intention to offer jobs in the combined business to the peoplewho are best suited to them, in order to create a "best in class" managementteam. - Greater flexibility from an expanded strategic andconsented landbank Based on the two companies' last reported figures2, the Enlarged Group wouldhave had a pro forma combined landbank of 103,557 plots and a strategic landbankof approximately 12,600 acres. Based on the pro forma volume for the twelvemonths to 30 June 2006, the Enlarged Group's landbank would have representedapproximately 5.3 years' worth of supply. In addition, the acquisition ofWilson Bowden will provide Barratt with strategic land purchasing expertise andthe opportunity to increase the Enlarged Group's strategic landbank. It is theBarratt Board's intention to continue to invest in land purchases to driveorganic growth. As a result, it is not envisaged that there will be anysignificant reduction in the aggregate level of land which the two businessespurchase. - Synergies It is expected that the scale of the combined housebuilding operations will leadto material synergies. Annualised synergy savings of at least £45 million areexpected to be delivered in the second full financial year after the Acquisitionbecomes Effective.3 One-off exceptional costs of £35 million are expected to beincurred in realising these synergies. Following the Effective Date, Barrattintends to undertake a detailed review of all of the assets of the Wilson BowdenGroup. - Full range housebuilding product offering The Enlarged Group's product offering will span the width of the housebuildingmarket in the UK, from social housing within the Barratt and Wilson BowdenGroup's existing operations to the upmarket housing offered under thewell-respected David Wilson Homes premium brand. The Barratt Group's product offering covers a wide range of homes from the iPad(affordable homes for first-time buyers), to large four and five bedroomexecutive homes, to distinctive large city apartment complexes. The WilsonBowden Group's product range comprises similar products, but with greaterstrength in detached and semi-detached family homes, focusing on the premium endof the market, with a reputation for high quality. The combination of the two groups is expected to deliver an increased exposureto the premium end of the market through the Wilson Bowden Group's higheraverage selling price. In the year to 30 June 2006, the average pro formaselling price (excluding serviced land sales) for the Enlarged Group would havebeen around £175,400 compared with pro forma for Barratt of £165,800 and forWilson Bowden of £203,100, in respect of the same period. By increasing theaverage selling price through greater access to the premium end of the market,it is expected that greater value will be extracted from the existing landbankand future development opportunities. - Expanded commercial development capacity As well as its more traditional housebuilding activities, Barratt also seeks todevelop commercial and mixed use sites in large edge of town centre projects.Wilson Bowden has a significant number of large mixed use opportunities as wellas offices, industrial parks, and various retail developments. The combinationof the two groups is expected to enable the Enlarged Group to bid for anincreased number of large mixed used developments. The Acquisition is expected to be earnings enhancing in the first full yearfollowing the Effective Date.4 As at the close of business on 2 February 2007, the last Business Day prior tothe date of this announcement, the Enlarged Group would have had a pro formamarket capitalisation of £4.3 billion. Notes: (2) As at 31 December 2006, the Barratt Group's landbank comprised 70,500 plots.As at 30 June 2006, the Wilson Bowden Group's landbank comprised 33,057 plots. (3) The expected synergies have been calculated by Barratt on the basis of theexisting and projected cost and operating structures of Barratt and Barratt'sestimate of the existing and projected cost and operating structures of WilsonBowden. Statements of estimated synergies relate to future actions andcircumstances, which, by their nature involve risks, uncertainties,contingencies and other factors. As a result, the synergies referred to may notbe achieved, or those achieved may be materially different from those estimated. (4) This statement should not be taken to imply that the earnings of Barratt forthe year ended 30 June 2008 (assuming the Effective Date is on or prior to 30June 2007) will be higher than the previous year. 7. Information relating to Barratt Barratt Group has been building homes since 1958 and has 33 operating divisionsthroughout England, Scotland and Wales. Barratt is the parent of a group ofcompanies serving substantially all sectors of the market in the UK, creatinghigh quality homes for sale, rent and shared ownership, often in partnershipwith local authorities, housing associations and others. Barratt Group was apioneer in inner-city regeneration in the UK and is a leading participant inbrownfield development in the UK. Barratt has earned a number of major UKhousebuilding industry awards in recent years. For the year ended 30P June 2006, the Barratt Group reported turnover of £2,431million and pre-tax profit of £391 million. The Barratt Group effected 14,601completions at an average selling price of £165,800. As at 31 December 2006,the Barratt Group had a landbank of 70,500 plots (including 8,000 plots agreedbut subject to contract) at the year end, equating to 4.8 years' worth of supplyat 2005/06 volumes. 8. Information relating to Wilson Bowden Wilson Bowden is the parent of a group of companies engaged in residential andcommercial property development throughout most areas of Great Britain. WilsonBowden's residential development expertise ranges from apartments for town andcity dwellers, through smaller traditional homes to five and six bedroomexecutive homes. Wilson Bowden's commercial property development skills are inthe creation of offices, industrial parks, retail and mixed use schemes. For the year ended 31 December 2005, the Wilson Bowden Group reported turnoverof £1,231 million and pre-tax profit of £216 million. The Wilson Bowden Group'stotal residential completions amounted to 5,207 completions at an averageselling price of £198,200 (excluding serviced land sales). For the six months ended 30 June 2006, the Wilson Bowden Group reported turnoverof £525 million and pre-tax profit of £82 million. The Wilson Bowden Groupachieved 2,211 completions at an average selling price of £205,900. As at 30June 2006, Wilson Bowden had a landbank of 33,057 owned/controlled plots. 9. Management and Employees The combination of Barratt and Wilson Bowden will offer Wilson Bowden Groupemployees exciting career prospects. Wilson Bowden Group management andemployees will benefit under Barratt's proposal from a large operating platformand a business of greater size and scope. It is Barratt's intention to offerjobs in the combined business to the people who are best suited to them,regardless of whether they are currently employed by Barratt or Wilson Bowden. Further, Barratt confirms that, following the Acquisition, the existingemployment rights, including existing pension rights, of all Wilson Bowden Groupemployees will be fully safeguarded. 10. Mix and Match Facility Wilson Bowden Shareholders (other than certain Overseas Shareholders) may electto vary the proportions of New Barratt Shares and cash they receive in respectof their holding of Wilson Bowden Shares. However, the maximum number of NewBarratt Shares that will be issued and the maximum amount of cash that will bepaid under the Acquisition will not be varied as a result of elections madeunder the Mix and Match Facility. Accordingly, Barratt's ability to satisfy Mixand Match elections made by Wilson Bowden Shareholders will depend on otherWilson Bowden Shareholders making offsetting elections. Satisfaction of elections under the Mix and Match Facility will be effected onthe basis of 1,217 pence in cash for each New Barratt Share. Wilson Bowden Shareholders who make elections under the Mix and Match Facilitymay not know the exact number of New Barratt Shares, or the amount of cash,which they will receive until settlement of the consideration under theAcquisition, although an announcement will be made of the approximate extent towhich elections under the Mix and Match Facility will be satisfied. To theextent that elections for New Barratt Shares and/or cash consideration cannot besatisfied in full, they will be scaled down on a pro rata basis. The Mix andMatch Facility is conditional upon the Acquisition becoming Effective. The Mix and Match Facility will not affect the entitlement of those WilsonBowden Shareholders who do not make an election under the Mix and MatchFacility. Details and further terms of the Mix and Match Facility will be setout in the Scheme Document or, as the case may be, the Offer Document. 11. Loan Note Alternative A Loan Note Alternative will be made available to Wilson Bowden Shareholders(other than certain Overseas Shareholders) enabling them to take Loan Notesinstead of all or part of the cash to which they would otherwise be entitled,including cash entitlements under the Mix and Match Facility. The Loan NoteAlternative will be made available on the basis of £1 nominal value of LoanNotes for every £1 of cash which a Wilson Bowden Shareholder would otherwise beentitled to receive under the Acquisition. The Loan Notes will be governed by English law and will be issued, credited asfully paid, in integral multiples of £1 nominal value. The Loan Notes will havethe benefit of a bank guarantee in respect of principal only for three years.After that three year period the Loan Notes will not be guaranteed, unless atthat time there remains outstanding more than £10 million of nominal value ofLoan Notes, in which case Barratt will use its reasonable endeavours to procurea bank guarantee for the remaining outstanding term of the Loan Notes. Allfractional entitlements to the Loan Notes will be disregarded and will not beissued. The Loan Notes will be not transferable other than to privilegedrelations and family trusts and no application will be made for them to belisted or dealt in on any stock exchange. The Loan Notes will be qualifyingcorporate bonds. The Loan Notes will bear interest from the date of issue to the relevant holderof the Loan Notes at a rate per annum of 50 basis points below sterling LIBOR.Interest will be payable by half-yearly instalments in arrear (less any taxrequired by law to be withheld or deducted therefrom) on 30 June and 31 Decemberin each year (or, if such date is not a Business Day, on the first Business Daythereafter). The Loan Notes will be redeemable at par (together with accruedinterest less any tax required by law to be withheld or deducted therefrom) inwhole or in part, for cash at the option of the noteholders on 30 June 2008 andsubsequently semi-annually on 30 June and 31 December in each year (or, if suchdate is not a Business Day, on the first Business Day thereafter). In certaincircumstances, Barratt will have the right to redeem all of the Loan Notes. Ifnot previously redeemed, the final redemption date will be the next interestpayment date following the fifth anniversary of the date on which the Loan Notesare issued. No Loan Notes will be issued unless, on or before the Effective Date, validelections have been received in respect of at least £10 million in nominal valueof Loan Notes. If insufficient elections are received, Wilson BowdenShareholders electing for the Loan Note Alternative will instead receive cash inaccordance with the terms of the Acquisition. If at any time after 30 June 2008,the outstanding nominal amount of Loan Notes equals or is less than £10 millionor the outstanding aggregate nominal amount of Loan Notes is equal to or lessthan 10 per cent. of the total amount of Loan Notes issued, Barratt will beentitled to redeem all of the then outstanding Loan Notes. The Loan Note Alternative will be conditional upon the Acquisition becomingEffective. Full details of the Loan Note Alternative will be contained in theScheme Document or, as the case may be, the Offer Document and the appropriateform of election. The Loan Notes are not being offered to persons in the UnitedStates or (subject to certain limited exceptions) in, or to, or for the accountor benefit of a person located in, Canada, Australia, Japan or any otherjurisdiction where the sale, issue or transfer of the Loan Notes would be acontravention of applicable law. 12. Wilson Bowden Share Schemes Appropriate proposals will be made in due course to participants in the WilsonBowden Share Schemes. Details of these proposals will be set out in the SchemeDocument or, as the case may be, the Offer Document and in separate letters tobe sent to participants in the Wilson Bowden Share Schemes. 13. Financing of the Cash Consideration The cash consideration payable pursuant to the Acquisition will be provided byBarratt from a new bank facility provided by Lloyds TSB Bank plc and UBS A.G.. UBS is satisfied that sufficient resources are available to Barratt to satisfyin full the cash consideration payable pursuant to the Acquisition. Further information on the financing of the Acquisition will be set out in theScheme Document or the Offer Document, as the case may be. 14. Scheme of Arrangement It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between Wilson Bowden and its shareholdersunder section 425 of the Companies Act (although Barratt and Wilson Bowden haveagreed that Barratt may, if it so determines in its absolute discretion, insteadeffect the Acquisition by way of the Offer). The Scheme will involve anapplication by Wilson Bowden to the Court to sanction the Scheme. Upon the Scheme becoming Effective, Barratt will become the owner of the wholeof the issued ordinary share capital of Wilson Bowden. To become Effective, the Scheme will require, amongst other things, the approvalat the Scheme Meeting of a majority in number of the Scheme Shareholders presentand voting, either in person or by proxy, representing not less than threefourths in value of the Wilson Bowden Shares voted and the passing of theresolutions necessary to implement the Scheme at the Wilson Bowden ExtraordinaryGeneral Meeting. Following the Wilson Bowden Extraordinary General Meeting andthe Scheme Meeting and the satisfaction (or, where applicable, waiver) of theother Conditions, the Scheme must also be sanctioned by the Court and theassociated Capital Reduction must be confirmed by the Court, in each case at therelevant Court Hearing(s).5 The formal documentation setting out details of the Acquisition, including theScheme Document setting out the procedures to be followed to approve the Schemeand the Prospectus relating to Barratt and the New Barratt Shares, will beposted to Wilson Bowden Shareholders (other than certain Overseas Shareholders)in due course. The Scheme Document will include full details of the Scheme, together withnotices of the Scheme Meeting and the Wilson Bowden Extraordinary GeneralMeeting and the expected timetable, and will specify the action to be taken byScheme Shareholders. Note: (5) It has been assumed, for the purposes of this announcement, that the Courtwill be requested to sanction the Scheme at an initial Court hearing, and thatthe Court will be requested to confirm the Capital Reduction at a subsequentCourt hearing two days later, although the parties reserve the right to requestthe Court to sanction the Scheme and confirm the Capital Reduction at a singleCourt hearing. 15. Barratt Shareholder Approval and Prospectus As a result of the size of the transaction, the Acquisition constitutes a Class1 transaction (as defined in the Listing Rules) for Barratt. Accordingly,Barratt will be required to seek the approval of the Barratt Shareholders forthe Acquisition at the Barratt Extraordinary General Meeting. Barratt isrequired to prepare and send to the Barratt Shareholders a circular summarisingthe background to and reasons for the Acquisition (which will include a noticeconvening the Barratt Extraordinary General Meeting). The Acquisition will beconditional on, amongst other things, the requisite resolution(s) being passedby the Barratt Shareholders at the Barratt Extraordinary General Meeting. Barratt will also be required to produce the Prospectus in connection with theissue of the New Barratt Shares. 16. Overseas Shareholders The availability of New Barratt Shares and the Loan Notes under the terms of theAcquisition to persons not resident in the United Kingdom may be affected by thelaws of the relevant jurisdiction. Such persons should inform themselves aboutand observe any applicable requirements. Further details in relation toOverseas Shareholders will be contained in the Scheme Document. 17. Irrevocable Undertakings Barratt has received irrevocable undertakings to vote in favour of the Scheme(or, if applicable, to accept the Offer) in respect of a total of 35,692,502Wilson Bowden Shares, representing in aggregate approximately 37.7 per cent. ofWilson Bowden's existing issued share capital, further details of which are setout below. See Appendix 4 for a further breakdown of these irrevocableundertakings. The Wilson Bowden Directors who hold Wilson Bowden Shares (including DavidWilson)6 have irrevocably undertaken to vote in favour of the Scheme (or, ifapplicable, to accept the Offer), in respect of their own beneficial holdingstotalling 19,366,827 Wilson Bowden Shares, representing in aggregateapproximately 20.5 per cent. of Wilson Bowden's issued share capital. Theseirrevocable undertakings continue to be binding in the event of a higher offerbeing made for Wilson Bowden but cease to be binding if: • the Scheme Document or Offer Document, as the case may be, is notposted within the period specified in the City Code, as such period may beextended in accordance with the City Code; • in the event that Barratt determines to implement the Acquisitionpursuant to the Scheme, the Scheme terminates or lapses in accordance with itsterms or otherwise becomes incapable of ever becoming Effective, provided thatBarratt has not, within seven days of the Scheme having so terminated or lapsed,announced in accordance with Rule 2.5 of the City Code, that it intends toimplement the Acquisition instead by way of the Offer; and • in the event that Barratt determines to implement the Acquisitionpursuant to the Offer, the Offer is withdrawn by Barratt (with the consent ofthe Panel if required) or lapses. Certain members of the Wilson Family (other than David Wilson and the trusteesof certain Wilson family trusts)7 have irrevocably undertaken to vote in favourof the Scheme (or, if applicable, to accept the Offer) in respect of in total4,137,604 Wilson Bowden Shares, representing in aggregate approximately 4.4 percent. of Wilson Bowden's issued share capital. These irrevocable undertakingscontinue to be binding in the event of a higher offer being made for WilsonBowden but cease to be binding in the same circumstances in which theirrevocable undertakings given by the Wilson Bowden Directors cease to bebinding. The trustees of certain Wilson family trusts8 have undertaken to vote in favourof the Scheme (or, as the case may be, to accept the Offer) in respect of atotal of 12,188,071 Wilson Bowden Shares, representing in aggregateapproximately 12.9 per cent. of the existing issued share capital of WilsonBowden. These irrevocable undertakings cease to be binding in certaincircumstances if: (i) a person not acting in concert with Barratt announces, at or priorto 11.59 p.m. on the seventh day after the date of release of this announcement,a firm intention to make an offer for Wilson Bowden which represents animprovement of at least 10 per cent. per Wilson Bowden Share over the value ofthe consideration available under the Acquisition; and (ii) either (a) Barratt fails to announce, at or prior to 11.59 p.m. onthe seventh day after such higher offer is announced, a revision to the terms ofthe Acquisition which represents an improvement to the consideration per WilsonBowden Share available under such higher offer or (b) Barratt does announce, ator prior to 11.59 p.m. on the seventh day after such higher offer is announced,such a revision to the terms of the Acquisition but, following the announcementof the revision to the Acquisition, a third party announces an offer whichrepresents an improvement of at least 10 per cent. per Wilson Bowden Share overthe value of the consideration available under the Acquisition (as so revised). These irrevocable undertakings also cease to be binding in the samecircumstances in which the irrevocable undertakings given by the Wilson BowdenDirectors cease to be binding. Notes: (6) The signatories to these irrevocable undertakings are David Wilson (and City& Walbrook (Lowesby) Limited, a company wholly owned by David Wilson), IanRobertson, Nicholas Richardson and Antony Portno. (7) The signatories to these irrevocable undertakings are Laura Wilson, Mrs K MWilson, Anthony Wagstaff and Jillian Wagstaff. (8) The signatories to these irrevocable undertakings are DW Wilson 1974 ForeignTrust, A H Wilson 1974 Settlement, Wilson Deed of Family Arrangement, D W Wilson1992 Grandchildren's A&M Settlement, Western Range Executive Pension Scheme, DWWilson 1991 Accumulation Trust for R W H Wilson, DW Wilson 1991 AccumulationTrust for REC Wilson, David Wilson Foundation, DW Wilson 1987 DiscretionarySettlement, DW Wilson 1991 Trust re Thurcaston Park and Wagstaff Deed of FamilyArrangement. 18. Mutual Break Fee Letter Wilson Bowden has entered into an agreement with Barratt under which WilsonBowden has undertaken, amongst other things, to pay Barratt £21.24 million(together with an amount in respect of VAT to the extent recoverable by WilsonBowden or a member of the Wilson Bowden Group which is in the same group for VATpurposes) if, in summary: (i) the Wilson Bowden Directors do not make aunanimous and unqualified recommendation to Wilson Bowden Shareholders in theScheme Document (or, as applicable, the Offer Document) that Wilson BowdenShareholders vote in favour of the necessary resolutions to implement the Scheme(or, as applicable, accept the Offer) or they withdraw, qualify or adverselymodify their unanimous and unqualified recommendation, or agree or resolve torecommend an Alternative Proposal; or (ii) any Alternative Proposal becomes oris declared unconditional in all respects or is otherwise completed. Barratt has agreed to pay to Wilson Bowden £21.24 million (together with anamount of VAT to the extent recoverable by Barratt or a member of the BarrattGroup which is in the same group for VAT purposes) if the Barratt Directors donot recommend unanimously that Barratt Shareholders vote in favour of thenecessary resolution(s) to implement the Acquisition or if they withdraw oradversely modify such recommendation and, if the relevant shareholder meeting isheld, such resolution(s) are not passed thereat. Pursuant to the same agreement, Wilson Bowden has also agreed with Barratt that,in summary: • it will not, directly or indirectly, solicit any Alternative Proposal;and • in the event that Wilson Bowden receives an Alternative Proposal whichis superior from a financial point of view to the Acquisition, the Wilson BowdenDirectors will not withdraw or qualify their recommendation of the Acquisitionuntil the earlier of (i) Barratt informing Wilson Bowden that it does not intendto increase the value of the Acquisition to a value per Wilson Bowden Shareequal to or greater than that provided under the relevant Alternative Proposaland (ii) 72 hours following Barratt being notified of such proposal by WilsonBowden or, if Barratt confirms within such 72 hour period to Wilson Bowden thatit intends to increase the value of the Acquisition to a value per Wilson BowdenShare equal to or greater than that provided for under the relevant AlternativeProposal, 120 hours following Barratt being notified of such proposal by WilsonBowden or such earlier time as Barratt announces such an increase, in each case until the Scheme terminates or lapses in accordance with its termsor, as applicable, the Offer is withdrawn by Barratt (with the consent of thePanel, if required) or lapses. 19. Disclosure of Interests in Wilson Bowden As at the date of this announcement, Barratt owns 25 Wilson Bowden Shares. Savefor this holding and the arrangements with Wilson Bowden Shareholders inrelation to irrevocable undertakings summarised above, as at 2 February 2007,the latest practicable Business Day prior to this announcement, neither Barratt,nor, so far as Barratt is aware, any person acting in concert with Barratt forthe purposes of the Acquisition, has any interest in, or right to subscribe for,or has borrowed or lent (save for any borrowed shares which have been eitheron-lent or sold) any Wilson Bowden Shares, nor does any such person have anyshort position or any arrangement in relation to Wilson Bowden Shares. An "arrangement" includes any indemnity or option arrangement and any agreement orany understanding, formal or informal, of whatever nature, relating to WilsonBowden Shares which may be an inducement to deal or refrain from dealing in suchsecurities. It has not been possible, by the date of this announcement, to ascertain theinterests in Wilson Bowden Shares (if any) of all Barratt's concert parties.Further enquiries will be completed prior to publication of the Scheme Documentor, as the case may be, the Offer Document. If such enquiries reveal any suchinterests, they will be included in the Scheme Document or, as the case may be,the Offer Document or announced earlier if required by the Panel. "Interests in securities" is further explained in the paragraph headed "DealingDisclosure Requirements" below. 20. Delisting, Re-registration and Compulsory Acquisition It is intended that the London Stock Exchange and the UKLA will be requestedrespectively to cancel trading in Wilson Bowden Shares on the London StockExchange's market for listed securities and to remove the listing of the WilsonBowden Shares from the Official List, on, or shortly after, the date on whichthe Scheme becomes Effective. If the Acquisition is effected by way of the Offer, it is anticipated thatcancellation of listing and trading will take effect no earlier than 20 BusinessDays after Barratt has acquired or agreed to acquire 75 per cent. of the votingrights attaching to the Wilson Bowden Shares. Delisting would significantlyreduce the liquidity and marketability of any Wilson Bowden Shares not assentedto the Offer at that time. If the Acquisition is effected by way of the Offer and Barratt receivesacceptances under the Offer in respect of, and/or otherwise acquires, 90 percent. or more of the Wilson Bowden Shares and voting rights to which the Offerrelates, Barratt intends to exercise its rights to acquire compulsorily theremaining Wilson Bowden Shares in respect of which the Offer has not beenaccepted. As soon as possible after the Effective Date, it is intended that Wilson Bowdenbe re-registered as a private limited company. 21. General and Documentation The Acquisition will be subject to the conditions and further terms set outherein and in Appendix 1 and to the full terms and conditions which will be setout in the Scheme Document. The Prospectus and Scheme Document will be sent to Wilson Bowden Shareholders(other than certain Overseas Shareholders) in due course. At the same time asthese documents are sent to Wilson Bowden Shareholders, the Prospectus and theBarratt Shareholder Circular convening the Barratt Extraordinary General Meetingwill be sent to Barratt Shareholders. Enquiries: Barratt Developments PLC Wilson Bowden plc Tel: +44 (0) 191 227 2000 Tel: +44 (0) 1530 260777 Charles Toner Ian RobertsonMark ClareMark Pain UBS Investment Bank HSBC Bank plc(financial adviser and joint-broker to Barratt) (financial adviser to Wilson Bowden) Tel: +44 (0) 20 7567 8000 Tel: +44 (0) 20 7991 8888 Liam Beere Charles PackshawHugo Robinson Simon Cloke Nick McCarthy Credit Suisse Securities (Europe) Limited Bridgewell(joint-broker to Barratt in respect of the Acquisition) (joint-broker to Wilson Bowden) Tel: +44 (0) 20 7888 8888 Tel: +44 (0) 20 7003 3000 Peter Hyde Ben Money-CouttsJohn Hannaford Weber Shandwick Morgan Stanley(PR adviser to Barratt) (joint-broker to Wilson Bowden) Tel: +44 (0) 20 7067 0000 Tel: +44 (0) 20 7425 8000 Terry Garrett Paul BakerChris Lynch Alastair CochranNick Dibden Financial Dynamics (PR adviser to Wilson Bowden) Tel: +44 (0) 20 7831 3113 Jon Simmons James Ottignon Wilson Family Rothschild (financial adviser to the Wilson Family) Tel: +44 (0) 20 7280 5000 Alex Midgen Kevin Ramsden The conditions to and certain further terms of the Acquisition are set out inAppendix 1. The bases and sources of certain financial information contained inthis announcement are set out in Appendix 2. Certain definitions and terms usedin this announcement are set out in Appendix 3. UBS is acting as exclusive financial adviser and joint-broker to Barratt, and noone else in connection with the Acquisition, and will not be responsible toanyone other than Barratt for providing the protections afforded to the clientsof UBS nor for providing advice in relation to the Acquisition or any othermatter referred to herein. Credit Suisse is acting as joint-broker to Barratt in respect of theAcquisition, and no one else in connection with the Acquisition, and will not beresponsible to anyone other than Barratt for providing the protections affordedto the clients of Credit Suisse nor for providing advice in relation to theAcquisition or any other matter referred to herein. 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. Rothschild, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, is acting as exclusive financial adviser to theWilson Family and no one else in relation to the Acquisition and will not beresponsible to anyone other than the Wilson Family for providing the protectionsafforded to clients of Rothschild nor for providing advice in relation to theAcquisition or any other matter or arrangement 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 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 aprospectus or a prospectus equivalent document. Wilson Bowden Shareholders areadvised to read carefully the formal documentation in relation to theAcquisition once it has been despatched. 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 law 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. It is expected that the New BarrattShares will be issued in reliance upon the exemption from the registrationrequirements of the Securities Act provided by Section 3(a)(10) thereof. Underapplicable US securities laws, Wilson Bowden Shareholders (whether or not USpersons) who are or will be "affiliates" of Wilson Bowden or Barratt prior to,or of Barratt after, the Effective Date will be subject to certain transferrestrictions relating to the New Barratt Shares received in connection with theScheme. 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 proposed to be made by means of a scheme of arrangementprovided for under the laws of England and Wales. The Acquisition is subject tothe disclosure 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 relevantdocumentation will have been prepared in accordance with accounting standardsapplicable in the United Kingdom that may not be comparable to the financialstatements of US companies. If Barratt decides to implement the Acquisition by way of the Offer, it will bemade in satisfaction of the procedural and filing requirements of the USsecurities laws, to the extent applicable. If the Acquisition is implemented byway of the Offer, the New Barratt Shares to be issued in connection with suchOffer will not be registered under the Securities Act or under the securitieslaws of any state, district or other jurisdiction of the United States and maynot be offered, sold or delivered, directly or indirectly, in the United Statesexcept pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act. Barratt does not intend toregister any such New Barratt Shares or part thereof in the United States or toconduct a public offering of the New Barratt Shares in the United States. Forward Looking Statements This announcement contains forward looking statements that are based on currentexpectations or beliefs, as well as assumptions about future events. Thesestatements are based on the current expectations of the management of Barrattand are naturally subject to uncertainty and changes in circumstances. Unduereliance should not be placed on any such statements because, by their verynature, they are subject to known and unknown risks and uncertainties and can beaffected by other factors that could cause actual results, and Barratt's plansand objectives, to differ materially from those expressed or implied in theforward looking statements. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward looking statements. Among the factorsthat could cause actual results to differ materially from those described in theforward looking statements are Barratt's ability to combine successfully thebusinesses of Wilson Bowden and Barratt and to realise expected synergies fromthat combination, changes in the global, political, economic, business,competitive, market and regulatory forces, future exchange and interest rates,changes in tax rates and future business combinations or dispositions. Neither Barratt nor Wilson Bowden undertakes any obligation (except as requiredby the Listing Rules and the rules of the London Stock Exchange) to revise orupdate any forward looking statement contained in this announcement, regardlessof whether that statement is affected as a result of new information, futureevents or otherwise. 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. Appendix 1 CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION The Acquisition is conditional upon the Scheme becoming Effective by a datefalling 180 days after the date when the Scheme Document (or, as the case maybe, the Offer Document) is posted (or such later date imposed by the Court and/or agreed by Barratt and Wilson Bowden). The Acquisition will be governed by English law and be subject to thejurisdiction of the English courts, to the Conditions set out in thisannouncement and in the formal Scheme Document and to the applicablerequirements of the City Code, the Panel, the London Stock Exchange and theUKLA. PART A Conditions of the Acquisition 1. The Scheme will be subject to the following conditions: (a) its approval by a majority in number, representing notless than three-fourths in value, of the holders of Wilson Bowden Shares who areon the register of members of Wilson Bowden at the Scheme Voting Record Time,present and voting, whether in person or by proxy, at the Scheme Meeting (or atany adjournment thereof); (b) the resolutions required to implement the Scheme beingpassed at the Wilson Bowden Extraordinary General Meeting (or at any adjournmentthereof); and (c) the sanction (with or without modification (but subject tosuch modification being acceptable to Barratt and Wilson Bowden)) of the Schemeand the confirmation of the Capital Reduction by the Court, office copies of theCourt Orders and of the Minute being delivered for registration to the Registrarof Companies and the registration of the Second Court Order confirming theCapital Reduction with the Registrar of Companies. 2. The Acquisition will be conditional upon the passing at theBarratt Extraordinary General Meeting (or at any adjournment thereof) of suchresolution or resolutions as are necessary to approve, implement and effect theAcquisition and the acquisition of Wilson Bowden Shares pursuant to theAcquisition or otherwise (as such resolutions may be set out in the BarrattShareholder Circular, including a resolution or resolutions to increase theshare capital of Barratt and authorise the creation and allotment of the NewBarratt Shares). 3. In addition, Wilson Bowden and Barratt have agreed that thenecessary actions to make the Acquisition Effective will not be taken unless thefollowing conditions (as amended if appropriate) have been satisfied or waived: (a) if the Acquisition qualifies for investigation by theOffice of Fair Trading under the merger provisions of the Enterprise Act 2002,the Office of Fair Trading indicating, in terms reasonably satisfactory toBarratt, that the proposed Acquisition or any matter arising therefrom orrelated thereto will not be referred to the Competition Commission; (b) the admission to the Official List of the New BarrattShares to be issued in connection with the Acquisition becoming effective inaccordance with the Listing Rules and the admission of such shares to tradingbecoming effective or, if Barratt so determines, the UKLA agreeing to admit suchshares to the Official List and the London Stock Exchange agreeing to admit suchshares to trading subject to (i) the allotment of such shares and/or (ii) theAcquisition becoming Effective; (c) except as disclosed in Wilson Bowden's annual report andaccounts for the year ended 31 December 2005 and the interim results for thesix-month period ended on 30 June 2006 or as fairly disclosed in any publicannouncement made to a Regulatory News Service by Wilson Bowden prior to thedate of this announcement or as fairly disclosed in writing by or on behalf ofWilson Bowden to Barratt or its advisers or otherwise fairly disclosed by WilsonBowden or its advisers to Barratt or its advisers prior to the date of thisannouncement or in the Data Room, there being no provision of any agreement,arrangement, licence, permit or other instrument to which any member of thewider Wilson Bowden Group is a party or by which or to which any such member orany of its assets may be bound, entitled or subject, which in consequence of theAcquisition or the proposed acquisition of any shares or other securities inWilson Bowden or because of a change in the control or management of WilsonBowden or otherwise, would or might reasonably be expected to result in (in anycase to an extent which is or would be material in the context of the widerWilson Bowden Group taken as a whole): (i) any moneys borrowed by or any other indebtedness in the nature ofborrowing of, or grant available to any such member, being or becoming repayableor capable of being declared repayable immediately or earlier than their or itsstated maturity date or repayment date or the ability of any such member toborrow moneys or incur any indebtedness being withdrawn or inhibited or beingcapable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit or instrument orthe rights, liabilities, obligations or interests of any such member thereunderbeing terminated or adversely modified or affected or any obligation orliability arising or any adverse action being taken thereunder; (iii) any assets or interests of any such member being or falling to bedisposed of or ceasing to be available to any such member or any right arisingunder which any such asset or interest could be required to be disposed of orcould cease to be available to any such member; (iv) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property or assetsof any such member; (v) the value of any such member or its financial or trading position orprospects being prejudiced or adversely affected; (vi) any such member ceasing to be able to carry on business under anyname under which it presently does so; or (vii) the creation of any liability, actual or contingent, by any suchmember, and no event having occurred which, under any provision of any such agreement,arrangement, licence, permit or other instrument could result in any of theevents or circumstances as are referred to in sub-paragraphs (i) to (vii) ofthis paragraph; (d) no government or governmental, quasi-governmental,supranational, statutory, regulatory, environmental or investigative body,court, trade agency, association, institution or any other similar body orperson whatsoever in any jurisdiction (each a "Third Party"), except for theOffice of Fair Trading, having decided to take, institute, implement or threatenin writing any action, proceeding, suit, investigation, enquiry or reference, orenacted, made or proposed any statute, regulation, decision or order, or havingtaken any other similar steps (in each case, an "intervention" (with "intervene"being construed accordingly)), in each case which is material in the context ofthe wider Barratt Group or wider Wilson Bowden Group taken as a whole, which inany such case would reasonably be expected to: (i) require, prevent or delay the divestiture, or materially alter theterms envisaged for any proposed divestiture by any member of the wider BarrattGroup or any member of the wider Wilson Bowden Group of all or any portion oftheir respective businesses, assets or property or impose any limitation on theability of any of them to conduct their respective businesses (or any of them)or to own any of their respective assets or properties or any part thereofwhich; (ii) require, prevent or delay the divestiture by any member of the widerBarratt Group of any shares or other securities in Wilson Bowden; (iii) impose any limitation on, or result in a delay in, the ability ofany member of wider the Barratt Group to acquire or to hold or to exerciseeffectively any rights of ownership in respect of shares or loans or securitiesconvertible into shares or any other securities (or the equivalent) in anymember of the wider Wilson Bowden Group or the wider Barratt Group or toexercise management control over any such member; (iv) otherwise materially adversely affect the business, assets orprofits of any member of the wider Barratt Group or of any member of the widerWilson Bowden Group; (v) make the Acquisition or its implementation or the acquisition orproposed acquisition by Barratt or any member of the Barratt Group of any sharesor other securities in, or control of Wilson Bowden void, illegal orunenforceable under the laws of any jurisdiction, or otherwise, directly orindirectly, restrain, restrict, prohibit, delay or otherwise interfere with thesame, or impose additional conditions or obligations with respect thereto, orotherwise challenge or interfere therewith; (vi) except in the case of the Barratt Group in relation to theAcquisition pursuant to Schedule 2 the Takeovers Directive (InterimImplementation) Regulations 2006 or such provisions of Chapter 3 of Part 28 ofthe Companies Act 2006 as may come into force to replace Schedule 2 to theTakeovers Directive Regulations, require any member of the wider Barratt Groupor the wider Wilson Bowden Group to offer to acquire any shares or othersecurities (or the equivalent) or interest in any member of the wider WilsonBowden Group or the wider Barratt Group owned by any third party; or (vii) result in any member of the wider Wilson Bowden Group ceasing to beable to carry on business under any name under which it presently does so, and all applicable waiting and other time periods during which any such ThirdParty could intervene under the laws of any jurisdiction in respect of theAcquisition or the acquisition or proposed acquisition of any Wilson BowdenShares having expired, lapsed or been terminated; (e) all necessary filings or applications having been made inconnection with the Acquisition and all statutory or regulatory obligations inany jurisdiction having been complied with in connection with the Acquisition orthe acquisition by any member of the wider Barratt Group of any shares or othersecurities in, or control of, Wilson Bowden and all authorisations, orders,recognitions, grants, consents, licences, confirmations, clearances, permissionsand approvals (collectively, "Consents"), reasonably deemed necessary orappropriate by Barratt for or in respect of the Acquisition or the proposedacquisition of any shares or other securities in, or control of, Wilson Bowdenby any member of the wider Barratt Group having been obtained in terms and in aform reasonably satisfactory to Barratt from all appropriate Third Parties orpersons with whom any member of the wider Wilson Bowden Group has entered intocontractual arrangements, in each case where the absence of such Consent wouldhave a material adverse effect on the wider Wilson Bowden Group taken as awhole, and all such Consents, together with all material Consents necessary orappropriate to carry on the business of any member of the Wilson Bowden Groupwhich is material remaining in full force and effect and all filings necessaryfor such purpose having been made and there being no notice or intimation of anyintention to revoke or not to renew any of the same at the time at which theAcquisition otherwise becomes Effective; (f) except as disclosed in Wilson Bowden's annual report andaccounts for the year ended 31 December 2005 and interim results for thesix-month period ended on 30 June 2006 or as fairly disclosed in any publicannouncement made to a Regulatory News Service by Wilson Bowden prior to thedate of this announcement or as fairly disclosed in writing by or on behalf ofWilson Bowden to Barratt or its advisers or otherwise fairly disclosed by WilsonBowden or its advisers to Barratt or its advisers prior to the date of thisannouncement or in the Data Room, no member of the Wilson Bowden Group having,since 31 December 2005: (i) save as between Wilson Bowden and members of the Wilson Bowden Groupwho are wholly owned subsidiaries or between members of the Wilson Bowden Groupwho are all wholly owned subsidiaries or for Wilson Bowden Shares issuedpursuant to the exercise of options granted or vesting of awards made under theWilson Bowden Share Schemes, issued, authorised or agreed to the issue ofadditional shares of any class; (ii) save as between Wilson Bowden and members of the Wilson Bowden Groupwho are wholly owned subsidiaries or between members of the Wilson Bowden Groupwho are all wholly owned subsidiaries or for the grant of options or making ofawards under the Wilson Bowden Share Schemes, issued, agreed to issue orauthorised the issue of securities convertible into shares of any class orrights, warrants or options to subscribe for, or acquire, any such shares orconvertible securities; (iii) other than to another member of the Wilson Bowden Group,recommended, declared, paid or made or agreed to recommend, declare, pay or makeany bonus, dividend or other distribution whether payable in cash or otherwise,save in respect of the interim dividend of Wilson Bowden in respect of the sixmonth period to 30 June 2006; (iv) save for transactions between members of the Wilson Bowden Group,merged with or demerged any body corporate or acquired or disposed of ortransferred, mortgaged or charged or created any security interest over anyassets or any right, title or interest in any asset (including shares and tradeinvestments) or authorised or proposed any merger, demerger, acquisition ordisposal, transfer, mortgage, charge or security interest, in each case, otherthan in the ordinary course of business and to an extent which is material inthe context of the Wilson Bowden Group taken as a whole; (v) save for transactions between members of the Wilson Bowden Group,made or authorised or agreed to make any change in its loan capital; (vi) save for transactions between members of the Wilson Bowden Group,issued or authorised or agreed to the issue of any debentures or, save in theordinary course of business and save for transactions between members of theWilson Bowden Group, incurred or increased any borrowing or indebtedness in thenature of borrowing or become subject to any guarantee or contingent liability; (vii) save as between Wilson Bowden and members of the Wilson Bowden Groupwho are wholly owned subsidiaries or between members of the Wilson Bowden Groupwho are all wholly owned subsidiaries, purchased, redeemed or repaid or agreedto purchase, redeem or repay any of its own shares or other securities orreduced or, save in respect to the matters mentioned in sub-paragraph (i) above,made any other change to any part of its share capital; (viii) save as between Wilson Bowden and members of the Wilson Bowden Groupwho are wholly owned subsidiaries or between members of the Wilson Bowden Groupwho are all wholly owned subsidiaries, implemented, or authorised, proposed orannounced its intention to implement, any reconstruction, amalgamation or schemeotherwise than in the ordinary course of business which in each case is materialin the context of the Wilson Bowden Group taken as a whole or entered into orvaried the terms of any contract with any Wilson Bowden Director or seniorexecutive; (ix) entered into or authorised or agreed to enter into or vary anycontract, transaction or commitment (whether in respect of capital expenditureor otherwise) which is of a long term, onerous or unusual nature or magnitude orwhich is or could be materially restrictive on the businesses of any member ofthe Wilson Bowden Group or which involves or could involve an obligation of sucha nature or magnitude and which in each case is material in the context of theWilson Bowden Group taken as a whole; (x) (other than in respect of a member which is dormant and was solventat the relevant time) taken any corporate action or had any legal proceedingsinstituted or petition presented for its winding-up, dissolution orreorganisation or for the appointment of a receiver, administrative receiver,administrator, trustee or similar officer of all or any part of its assets andrevenues or any analogous proceedings in any jurisdiction or had any such personappointed and which in each case is material in the context of the Wilson BowdenGroup taken as a whole; (xi) waived or compromised any claim, otherwise than in the ordinarycourse of business, which in each case is material in the context of the WilsonBowden Group taken as a whole; (xii) made any change to (A) the terms of the trust deeds constituting thepension scheme(s) established by any member of the Wilson Bowden Group for itsdirectors, employees or their dependants, (B) the benefits which accrue or tothe pensions which are payable thereunder, (C) the basis on which qualificationfor, or accrual or entitlement to such benefits or pensions are calculated ordetermined or (D) the basis upon which the liabilities (including pensions) ofsuch pension schemes are funded or made in any such case, which has an effectthat is material in the context of the Wilson Bowden Group taken as a whole; (xiii) proposed, agreed to provide or modified the terms of any shareoption scheme, incentive scheme or other benefit relating to the employment ortermination of employment of any person employed by the wider Wilson BowdenGroup; or (xiv) entered into any contract, commitment, arrangement or agreementotherwise than in the ordinary course of business or passed any resolution ormade any offer (which remains open for acceptance) with respect to or announcedany intention to, or to propose to, effect any of the transactions, matters orevents referred to in this condition (f), and, for the purposes of paragraphs (iii),(iv), (v) and (vi) of this condition(f), the term "Wilson Bowden Group" shall mean Wilson Bowden and itswholly-owned subsidiaries; (g) since 31 December 2005 and except as disclosed in WilsonBowden's annual report and accounts for the year then ended and the interimresults for the six-month period ended on 30 June 2006 or fairly disclosed inany public announcement made to a Regulatory News Service by Wilson Bowden priorto the date of this announcement or as fairly disclosed in writing by or onbehalf of Wilson Bowden to Barratt or its advisers or otherwise fairly disclosedby Wilson Bowden or its advisers to Barratt or its advisers prior to the date ofthis announcement or in the Data Room: (i) no adverse change or deterioration having occurred in the business,assets, financial or trading position or profits of any member of the widerWilson Bowden Group which in any case is material in the context of the WilsonBowden Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the wider Wilson Bowden Group is or maybecome a party (whether as a plaintiff, defendant or otherwise) having beeninstituted announced or threatened in writing by or against or remainingoutstanding in respect of any member of the wider Wilson Bowden Group which inany such case is material in the context of the Wilson Bowden Group taken as awhole; and (iii) no contingent or other liability of any member of the wider WilsonBowden Group having arisen or become apparent to Barratt which in any case ismaterial in the context of the Wilson Bowden Group taken as a whole; (h) except as disclosed in Wilson Bowden's annual report andaccounts for the year ended 31 December 2005 and the interim results for thesix-month period ended 30 June 2006 or fairly disclosed in any publicannouncement made to a Regulatory News Service by Wilson Bowden prior to thedate of this announcement or as fairly disclosed in writing by or on behalf ofWilson Bowden to Barratt or its advisers or otherwise fairly disclosed by WilsonBowden or its advisers to Barratt or its advisers prior to the date of thisannouncement or in the Data Room, Barratt not having discovered: (i) that any financial, business or other information concerning thewider Wilson Bowden Group as contained in the information publicly disclosed atany time by or on behalf of any member of the wider Wilson Bowden Group orotherwise disclosed by or on behalf of Wilson Bowden to Barratt or its advisersis materially misleading, contains a material misrepresentation of fact or omitsto state a fact necessary to make that information not misleading and which wasnot subsequently corrected before the date of this announcement by disclosureeither publicly or otherwise to Barratt or its advisers which in any case ismaterial in the context of the Wilson Bowden Group taken as a whole; (ii) that any member of the Wilson Bowden Group or any partnership,company or other entity in which any member of the Wilson Bowden Group has asignificant economic interest and which is not a subsidiary undertaking of theWilson Bowden Group is subject to any material liability (contingent orotherwise); or (iii) any information which affects the import of any informationdisclosed at any time by or on behalf of any member of the wider Wilson BowdenGroup to an extent which is material in the context of the Wilson Bowden Grouptaken as a whole; and (i) Barratt not having discovered that: (i) any past or present member of the wider Wilson Bowden Group hasfailed to comply with any and/or all applicable legislation or regulation of anyjurisdiction with regard to the disposal, spillage, release, discharge, leak oremission of any waste or hazardous substance or any substance likely to impairthe environment or harm human health or otherwise relating to environmentalmatters, or that there has otherwise been any such disposal, spillage, release,discharge, leak or emission (whether or not the same constituted anon-compliance by any person with any such legislation or regulations, andwherever the same may have taken place) any of which disposal, spillage,release, discharge, leak or emission would be likely to give rise to anyliability (actual or contingent) on the part of any member of the wider WilsonBowden Group which in any case is material in the context of the wider WilsonBowden Group taken as a whole; or (ii) there is, or is likely to be, any material liability (actual orcontingent) of any past or present member of the wider Wilson Bowden Group tomake good, repair, reinstate or clean up any property or any controlled watersnow or previously owned, occupied, operated or made use of or controlled by anysuch past or present member of the wider Wilson Bowden group, under anyenvironmental legislation, regulation, notice, circular or order of any ThirdParty. Subject to the requirements of the Panel, Barratt reserves the right to waiveall or any of the above Conditions, in whole or in part, except Conditions 1, 2and 3(b). Barratt shall be under no obligation to waive (if capable of waiver), todetermine to be or remain satisfied or to treat as fulfilled any of theConditions by a date earlier than the latest date specified above for thefulfilment of that Condition, notwithstanding that the other Conditions of theAcquisition may at such earlier date have been waived or fulfilled and thatthere are, at such earlier date, no circumstances indicating that any Conditionmay not be capable of fulfilment. For the purposes of these Conditions the "wider Wilson Bowden Group" meansWilson Bowden and its subsidiary undertakings, associated undertakings and anyother undertaking in which Wilson Bowden and/or such undertakings (aggregatingtheir interests) have a significant interest and the "wider Barratt Group" meansBarratt and its subsidiary undertakings, associated undertakings and any otherundertaking in which Barratt and/or such undertakings (aggregating theirinterests) have a significant interest and for these purposes "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have themeanings given by the Companies Act, other than paragraph 20(1)(b) of Schedule4A to that Act which shall be excluded for this purpose, and "significantinterest" means a direct or indirect interest in ten per cent. or more of theequity share capital (as defined in that Act). If Barratt is required by the Panel to make an offer for Wilson Bowden Sharesunder the provisions of Rule 9 of the Code, Barratt may make such alterations toany of the above conditions as are necessary to comply with the provisions ofthat Rule. Barratt and Wilson Bowden have agreed that Barratt may, if it so determines andin its absolute discretion, implement the Acquisition by way of a takeover offerfor the entire issued and to be issued share capital of Wilson Bowden, asdefined in Schedule 2 to the Takeovers Directive (Interim Implementation)Regulations 2006 or such provisions of Chapter 3 of Part 28 of the Companies Act2006 as may come into force to replace Schedule 2 to the Takeovers DirectiveRegulations. In such event, the Acquisition will be implemented on the sameterms (subject to appropriate amendments including (without limitation) anacceptance condition set at 75 per cent. of the shares to which the Acquisitionrelates or such other percentage as may be required by the Panel and subject tothe availability of an exemption from registration for the New Barratt sharesunder the Securities Act), so far as applicable, as those which would apply tothe implementation of the Acquisition by means of the Scheme. The Acquisition will not proceed if, after the date of this announcement andbefore the Wilson Bowden Extraordinary General Meeting, the Acquisition isreferred to the Competition Commission. The Acquisition will be governed by English law and be subject to thejurisdiction of the English courts, to the Conditions set out in thisannouncement and in the formal Scheme Document and to the applicablerequirements of the City Code, the Panel, the London Stock Exchange and theUKLA. PART B Certain further terms of the Acquisition Fractions of New Barratt Shares will not be allotted or issued to Wilson BowdenShareholders pursuant to the Acquisition. Fractional entitlements to New BarrattShares will be aggregated and sold in the market and the net proceeds of salepaid pro rata to persons entitled thereto. In the event that the Acquisition is to be implemented by way of the Offer, theWilson Bowden Shares will be acquired pursuant to the Offer fully paid and freefrom all liens, charges, equitable interests, encumbrances and rights ofpre-emption and any other interests of any nature whatsoever and together withall rights attaching thereto. Any new Wilson Bowden Shares issued to Barratt orits nominee(s) pursuant to the Scheme will be issued on the same basis. The New Barratt Shares will be issued credited as fully paid and will rank paripassu in all respects with the Barratt Shares in issue at the time the NewBarratt Shares are issued pursuant to the Acquisition, including the right toreceive and retain dividends and other distributions declared, made or paid byreference to a record date falling after the Effective Date. The New BarrattShares will not rank for the interim dividend in respect of the half year ended31 December 2006. Applications will be made to the UKLA for the New BarrattShares to be admitted to the Official List and to the London Stock Exchange forthe New Barratt Shares to be admitted to trading on the London Stock Exchange'smarket for listed securities. 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 formal documentation in relation to the Acquisition once ithas been despatched. 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 law 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. It is expected that the New BarrattShares will be issued in reliance upon the exemption from the registrationrequirements of the Securities Act provided by Section 3(a)(10) thereof. Underapplicable US securities laws, Wilson Bowden Shareholders (whether or not USpersons) who are or will be "affiliates" of Wilson Bowden or Barratt prior to,or of Barratt after, the Effective Date will be subject to certain transferrestrictions relating to the New Barratt Shares received in connection with theScheme. 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, Canada orJapan) where to do so would violate the laws of that jurisdiction or wouldrequire registration thereof in such jurisdiction. Appendix 2 Bases and Sources1 Unless otherwise stated: • financial information relating to Barratt has been extracted or derived (without any adjustment) from the audited annual report and accounts for Barratt for the year ended 30 June 2006 and the Barratt trading update of 12 January 2007 (which is unaudited); and • financial information relating to Wilson Bowden has been extracted or derived (without any adjustment) from the audited annual report and accounts for Wilson Bowden for the year ended 31 December 2005 and the unaudited interim results for the six months ended 30 June 2006. 2 The value of the Acquisition is calculated: • by reference to a price of 1,228 pence per Barratt Share (being the Closing Price of a Barratt Share on 2 February 2007, the last Business Day prior to the date of this announcement) adjusted for the proposed Barratt interim dividend of 11.38 pence; and • on the basis of the fully diluted number of Wilson Bowden Shares in issue referred to in paragraph 4 below. 3 In accordance with Rule 2.10 of the City Code, Barratt confirms that as at the close of business on 2 February 2007, the last Business Day prior to the date of this announcement, Barratt had in issue 243,687,935 Barratt Shares (ISIN GB0000811801); and Wilson Bowden had in issue 94,597,881 Wilson Bowden Shares (ISIN GB0009700732). 4 The fully diluted share capital of Wilson Bowden (being 96,592,921 Wilson Bowden Shares) is calculated on the basis of: • the number of issued Wilson Bowden Shares on 2 February 2007, the last Business Day prior to the date of this announcement, being 94,597,881 Wilson Bowden Shares; and • any further Wilson Bowden Shares which may be issued on or after that date on the exercise of options or vesting of awards under the Wilson Bowden Share Schemes, amounting in aggregate to 1,995,040 Wilson Bowden Shares. 5 The respective percentages that existing Barratt Shareholders and New Barratt Shareholders will own of the enlarged Barratt Group are calculated on the following basis: • by reference to Barratt's issued share capital of 243,687,935 Barratt Shares; and • by reference to Wilson Bowden's fully diluted share capital, as referred to in paragraph 4 above. 6 The premium calculations to the price per Wilson Bowden Share in this announcement have been calculated by reference to the Closing Price of 1,228 pence of a Barratt Share, being the Closing Price on 2 February 2007, the last Business Day prior to the date of this announcement adjusted for the proposed Barratt interim dividend of 11.38 pence. Appendix 3 DEFINITIONS In this announcement, the following definitions apply unless the contextrequires otherwise:"Acquisition" the proposed direct acquisition by Barratt of the entire issued and to be issued ordinary share capital of Wilson Bowden to be implemented by means of the Scheme, or, if Barratt so determines in its absolute discretion, by means of the Offer "Alternative Proposal" means an offer or possible offer or proposal put forward by any third party which is not acting in concert with Barratt in respect of or for all or a significant proportion (being in excess of 25% when aggregated with shares already held by the third party and anyone acting in concert (as defined in the City Code) with it) of the entire issued and to be issued share capital of Wilson Bowden or the sale or possible sale of the whole or any substantial part of the assets of the Wilson Bowden Group or a transaction which is otherwise inconsistent with consummation of the Acquisition, in each case howsoever it is proposed that such offer, proposal or transaction be implemented (whether legally binding or not and whether or not pre-conditional) "Australia" the Commonwealth of Australia, its territories and possessions "Barratt" Barratt Developments PLC, registered in England and Wales (no. 604574) "Barratt Board" the board of directors of Barratt "Barratt Directors" the directors of Barratt "Barratt Extraordinary General Meeting" the extraordinary general meeting of Barratt (and any adjournment thereof) as may be convened for the purposes of considering and, if thought fit, approving certain resolutions in connection with the Acquisition "Barratt Group" Barratt and its subsidiary undertakings "Barratt Shareholder Circular" the circular to be sent to Barratt Shareholders containing the notice convening the Barratt Extraordinary General Meeting "Barratt Shareholders" the holders of Barratt Shares "Barratt Shares" ordinary shares of 10 pence each in the share capital of Barratt "Bridgewell" Bridgewell Group plc, registered in England and Wales (no. 3970800) "Business Day" any day on which banks are generally open in England and Wales for the transaction of general banking business, other than a Saturday, Sunday or public holiday "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction or any political sub-division thereof "Capital Reduction" the proposed reduction of share capital of Wilson Bowden pursuant to the Scheme "City Code" the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel "Closing Price" the closing middle market price of a relevant share as derived from SEDOL "Companies Act" the Companies Act 1985 (as amended or re-enacted) "Conditions" the conditions to the Acquisition set out in Appendix 1 to this announcement "Court" the High Court of Justice in England and Wales "Court Hearings" the two separate hearings by the Court of the petition to sanction the Scheme and/or to confirm the cancellation and extinguishment of the Scheme Shares provided for by the Scheme under section 137 of the Companies Act9 "Court Orders" the First Court Order and the Second Court Order8 "Credit Suisse" Credit Suisse Securities (Europe) Limited, registered in England and Wales (no. 891554) "Data Room" the datasite relating to the Wilson Bowden Group operated on behalf of Wilson Bowden in connection with the Acquisition "Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of the Offer, the Offer having been declared or become unconditional in all respects in accordance with the requirements of the City Code "Effective Date" the date on which the Acquisition becomes Effective "Enlarged Group" with effect from the Effective Date, the combined Barratt Group and Wilson Bowden Group "First Court Order" the order of the Court sanctioning the Scheme under section 425 of the Companies Act "FSMA" the Financial Services and Markets Act 2000 (as amended) "HSBC" HSBC Bank plc, registered in England and Wales (no. 14259) "Japan" Japan, its cities, prefectures, territories and possessions "Listing Rules" the rules and regulations of the UKLA, as amended from time to time and contained in the UKLA's publication of the same name "Loan Note Alternative" means the option whereby Wilson Bowden Shareholders (other than certain Overseas Shareholders) may elect to receive Loan Notes instead of some or all of the cash consideration to which they would otherwise be entitled under the Acquisition, including under the Mix and Match Facility "Loan Notes" means the floating rate loan notes of Barratt issued pursuant to the Loan Note Alternative "Minute" the minute (approved by the Court) showing with respect to Wilson Bowden's share capital, as altered by the Second Court Order confirming the Capital Reduction, the information required by section 138 of the Companies Act "Mix and Match Facility" the mix and match facility under which Wilson Bowden Shareholders may, subject to availability, elect to vary the proportion of New Barratt Shares and cash they will receive pursuant to the Acquisition "Morgan Stanley" Morgan Stanley & Co. International, registered in England and Wales (no. 206822) "New Barratt Shares" the Barratt Shares proposed to be issued and credited as fully paid pursuant to the Acquisition "Offer" should the Acquisition by implemented by way of a takeover offer as defined in Schedule 2 to the Takeovers Directive (Interim Implementation) Regulations 2006 or such provisions of Chapter 3 of Part 28 of the Companies Act 2006 as may come into force to replace Schedule 2 to the Takeovers Directive Regulations, the recommended offer to be made by or on behalf of Barratt to acquire the entire issued and to be issued ordinary share capital of Wilson Bowden and, where the context admits, any subsequent revision, variation, extension or renewal of such offer "Offer Document" should the Acquisition be implemented by means of the Offer, the document to be sent to Wilson Bowden Shareholders which will contain, inter alia, the terms and conditions of the Offer "Official List" the official list of the UKLA "Overseas Shareholders" Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom "Panel" the Panel on Takeovers and Mergers "Pounds", "pence" and "£" the lawful currency of the United Kingdom "Prospectus" a prospectus under the Prospectus Rules to be issued by Barratt containing information on Barratt and the New Barratt Shares "Prospectus Rules" the rules made for the purposes of Part VI of FSMA in relation to the offers of securities to the public and the admission of securities to trading on a regulated market "Registrar of Companies" the Registrar of Companies in England and Wales, within the meaning of the Companies Act "Reorganisation Record Time" the time and date on which the First Court Order is delivered to the Registrar of Companies for registration "Rothschild" N M Rothschild & Sons Limited, registered in England (no. 925279) "Scheme" the proposed scheme of arrangement under section 425 of the Companies Act between Wilson Bowden and the Wilson Bowden Shareholders to implement the Acquisition with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Barratt and Wilson Bowden "Scheme Document" the document to be posted to Wilson Bowden Shareholders proposing the Scheme "Scheme Meeting" the meeting or meetings (and any adjournment thereof) of Wilson Bowden Shareholders (or the relevant class or classes thereof) as may be convened by order of the Court under section 425 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without amendment) "Scheme Record Time" 6.00 p.m. on the Business Day immediately before the Scheme becomes Effective "Scheme Shareholders" holders of Scheme Shares "Scheme Shares" (i) the Wilson Bowden Shares in issue at the date of the Scheme Document; (ii) any Wilson Bowden Shares issued after the date of the Scheme Document and before the Scheme Voting Record Time; and (iii) any Wilson Bowden Shares issued at or after the Scheme Voting Record Time and before the Reorganisation Record Time on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme, in each case other than Wilson Bowden Shares beneficially owned by the Barratt Group "Scheme Voting Record Time" 6.00 p.m. on the day which is two days before the Scheme Meeting or, if the Scheme Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting "Second Court Order" the order of the Court confirming the Capital Reduction "Securities Act" the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder "SEDOL" the London Stock Exchange Daily Official List "subsidiary", "subsidiary undertaking", " have the meanings ascribed to them under the Companiesassociated undertaking" and "undertaking" Act "UBS" or "UBS Investment Bank" UBS Limited, registered in England and Wales (no. 2035362) "UKLA" the UK Listing Authority, being the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of FSMA "United Kingdom" or "UK" United Kingdom of Great Britain and Northern Ireland "United States", "US" or "USA" the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia "Wilson Bowden" Wilson Bowden plc, registered in England and Wales (no. 2059194) "Wilson Bowden Board" the board of directors of Wilson Bowden "Wilson Bowden Directors" the directors of Wilson Bowden "Wilson Bowden Extraordinary General the extraordinary general meeting of Wilson Bowden (and anyMeeting" adjournment thereof) as may be convened for the purposes of considering and, if thought fit, approving certain resolutions in connection with the Scheme "Wilson Bowden Group" Wilson Bowden and its subsidiary and associated undertakings "Wilson Bowden Shareholders" holders of Wilson Bowden Shares "Wilson Bowden Share Schemes" the Wilson Bowden plc Senior Executive Share Option Scheme, the Wilson Bowden plc 2003 Savings Related Share Option Scheme and the Wilson Bowden plc Performance Share Plan "Wilson Bowden Shares" prior to the Reorganisation Record Time, ordinary shares of 10 pence each in the capital of Wilson Bowden and, after the Reorganisation Record Time, the shares in the capital of Wilson Bowden into which such ordinary shares are reclassified "Wilson Family" certain Wilson family members (including David Wilson in his personal capacity as a shareholder) and related family trusts Unless otherwise stated, all times referred to in this announcement arereferences to London time. Any reference to any provision of any legislation shall include any amendment,modification, re-enactment or extension thereof. Notes: (9) It has been assumed, for the purposes of this announcement, that the Courtwill be requested to sanction the Scheme at an initial Court hearing, and thatthe Court will be requested to confirm the Capital Reduction at a subsequentCourt hearing two days later, although the parties reserve the right to requestthe Court to sanction the Scheme and confirm the Capital Reduction at a singleCourt hearing. APPENDIX 4 SCHEDULE OF IRREVOCABLE UNDERTAKINGS Details of the irrevocable undertakings provided to Barratt to vote in favour ofthe Scheme (or, if applicable, to accept the Offer) are as follows: Party Number of Wilson Percentage of Bowden Shares Wilson Bowden issued share capital David Wilson 18,854,155 19.9%Ian Robertson 31,233 0.0%Nicholas Richardson 4,753 0.0%Antony Portno 2,000 0.0%City & Walbrook (Lowesby) Ltd 474,686 0.5%Mrs K. M. Wilson 366,751 0.4%Jillian Wagstaff 1,291,668 1.4%Anthony Wagstaff 1,244,939 1.3%Laura Wilson 1,234,246 1.3%D W Wilson 1974 Foreign Trust 5,099,166 5.4%A H Wilson 1974 Settlement 959,436 1.0%Wilson Deed of Family Arrangement 2,317,255 2.4%D W Wilson 1992 Grandchildren's A&M Settlement 1,014,937 1.1%Western Range Executive Pension Scheme 371,692 0.4%DW Wilson 1991 Accumulation Trust for DWH Wilson 36,870 0.0%DW Wilson 1991 Accumulation Trust for REC Wilson 36,870 0.0%David Wilson Foundation 202,000 0.2%DW Wilson 1987 Discretionary Settlement 101,481 0.1%DW Wilson 1991 Trust re Thurcaston Park 1,000,000 1.1%Wagstaff Deed of Family Arrangement 1,048,364 1.1% Total 35,692,502 37.7% This information is provided by RNS The company news service from the London Stock Exchange

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