Wimpey(George) PLC - Merger Update
02 July 2007
2 July 2007
Merger of George Wimpey and Taylor Woodrow to create Taylor Wimpey, the largest
Confirmation of the Capital Reduction
The Board of George Wimpey Plc ('George Wimpey' or the 'Company') announces that
the High Court of Justice in England and Wales (the 'High Court') today made an
order confirming the reduction of capital relating to the scheme of arrangement
(the 'Scheme') between the Company and the holders of Scheme Shares to effect
the merger of the Company and Taylor Woodrow plc ('Taylor Woodrow').
The Scheme is expected to become Effective on delivery of office copies of the
Court Orders to, and on registration of an office copy of the Second Court Order
by, the Registrar of Companies shortly before 8:00 a.m. on 3 July 2007.
The listing of the George Wimpey Shares on the Official List, which was
suspended with effect from 6:00 p.m. on 29 June 2007, is expected to be
cancelled, with effect from 8:00 a.m. on 3 July 2007.
It is intended that the name of Taylor Woodrow will change to Taylor Wimpey plc
on 3 July 2007 at approximately the same time at which the Scheme becomes
The expected timetable for the implementation of the Merger is as follows:
Scheme Record Time 6.00 p.m. on 2 July 2007
Effective Date of the Scheme 3 July 2007(1)
De-listing of George Wimpey Shares 8.00 a.m. on 3 July 2007(1)
Issue of Taylor Wimpey Shares 8.00 a.m. on 3 July 2007(1)
Commencement of dealings on the London Stock Exchange of Taylor Wimpey Shares
8.00 a.m. on 3 July 2007(1)
Crediting of Taylor Wimpey Shares to CREST accounts 8.00 a.m. on 3 July 2007(1)
Latest date for despatch of share certificates in respect of Taylor Wimpey 17 July 2007(1)
(1) These times and dates are indicative only and will depend, among
other things, on the date upon which the Court Orders are delivered to the
Registrar of Companies.
Unless stated otherwise, terms defined in the Scheme Document dated 4 May 2007
shall have the same meaning in this announcement.
George Wimpey Plc
Tel: +44 20 7963 6352
(sole financial adviser and joint-broker to George Wimpey)
Tel: +44 20 7588 2828
(joint-broker to George Wimpey)
Tel: +44 20 7678 8000
The Maitland Company
(PR adviser to George Wimpey)
Tel: +44 20 7379 5151
JPMorgan Cazenove is acting as sole financial adviser and joint-broker to George
Wimpey in connection with the Merger and will not be responsible to anyone other
than George Wimpey for providing the protections afforded to the clients of
JPMorgan Cazenove nor for providing advice in relation to the Merger or any
other matter referred to herein.
Hoare Govett is acting as joint-broker to George Wimpey, and no one else in
connection with the Merger and will not be responsible to anyone other than
George Wimpey for providing the protections afforded to the clients of Hoare
Govett nor for providing advice in relation to the Merger or any other matter
referred to herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law
and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of England.
This announcement is not intended to, and does not constitute, or form part of,
an offer to sell or an invitation to purchase or subscribe for any securities or
a solicitation of any vote or approval in any jurisdiction. This announcement
does not constitute a prospectus or a prospectus equivalent document.
In particular, this announcement is not an offer of securities for sale in the
United States and the Taylor Wimpey Shares, which will be issued in connection
with the Merger, have not been, and will not be, registered under the US
Securities Act or under the securities law of any state, district or other
jurisdiction of the United States, Australia, Canada or Japan and no regulatory
clearance in respect of the Taylor Wimpey Shares has been, or will be, applied
for in any jurisdiction other than the UK. The Taylor Wimpey Shares may not be
offered, sold, or, delivered, directly or indirectly, in, into or from the
United States absent registration under the US Securities Act or an exemption
from registration. It is expected that the Taylor Wimpey Shares will be issued
in reliance upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Under applicable US
securities laws, persons (whether or not US persons) who are or will be '
affiliates' within the meaning of the US Securities Act of George Wimpey or
Taylor Woodrow prior to, or of Taylor Wimpey after, the Effective Date will be
subject to certain timing, manner of sale and volume restrictions relating to
the Taylor Wimpey Shares received in connection with the Scheme.
This information is provided by RNS
The company news service from the London Stock Exchange