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Heywood Williams (HYWD)

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Wednesday 25 October, 2006

Heywood Williams

Scheme of arrangement

Heywood Williams Group PLC
25 October 2006

25th October 2006

                          Heywood Williams Group PLC

                         Proposed Scheme of Arrangement



Introduction



Further to the announcement of 13 October 2006, Heywood Williams Group PLC ('
Heywood Williams') is pleased to announce final details of its proposed scheme
of arrangement and capital reorganisation.



The Scheme



Heywood Williams proposes to introduce a new parent company for the Heywood
Williams Group, New Heywood Williams.  New Heywood Williams is currently called
HWG 2006 PLC but will be renamed Heywood Williams Group PLC immediately after
the Scheme becomes effective.  New Heywood Williams will own all the shares of
Heywood Williams, the existing parent company, which will be renamed HWG 2006
PLC.  It is proposed that after the Scheme becomes effective, New Heywood
Williams will undergo a reduction of capital to create distributable reserves.



Under the Companies Act, a public company requires (amongst other things)
distributable reserves in order to declare and pay dividends and to effect share
repurchases.  The Scheme Proposals are being implemented to provide
distributable reserves and therefore flexibility to allow the possibility of
future dividends and / or share repurchases, in each case when the Board deems
it appropriate to do so (subject to then having obtained all necessary
regulatory approvals and / or consents).  These distributable reserves will be
created via a proposed reduction in the nominal value of the New Heywood
Williams Shares.



Assuming a reduction of capital of 50 pence per share, and that no further
Heywood Williams Shares are issued after 24 October 2006, on the basis of
Heywood Williams' existing accounting policies, this should create distributable
reserves of approximately £42.4 million.  This is a legal and accounting
adjustment and should not, of itself, have any direct impact on the market value
of a Heywood Williams Shareholder's shareholding.



Key features



The key features of the Scheme Proposals are as follows:



Shares



Under the Scheme:



(a)     all Heywood Williams Shares will be cancelled;



(b)     Heywood Williams will issue New Shares to New Heywood Williams so that
New Heywood Williams will own all the issued shares in Heywood Williams and
accordingly Heywood Williams will become a subsidiary of New Heywood Williams;
and



(c)     Heywood Williams Shareholders at the Scheme Record Time will receive one
New Heywood Williams Share for each Heywood Williams Share cancelled under the
Scheme.



Listing



The New Heywood Williams Shares received by Shareholders will be listed in the
UK. Application will be made to the UK Listing Authority for the New Heywood
Williams Shares to be admitted to the Official List and for trading on the
London Stock Exchange's market for listed securities. It is expected that the
listing of Heywood Williams Shares will be cancelled and that the New Heywood
Williams Shares will be listed and that dealing in them will commence at 8.00
a.m. on 11 December 2006.  The New Heywood Williams Shares will rank equally for
dividends and may be held in either certificated or uncertificated form.



Court Meeting and Extraordinary General Meeting



The Scheme requires the approval of Heywood Williams Shareholders at the Court
Meeting. Heywood Williams Shareholders will also be asked to approve a
resolution covering various matters in connection with the Scheme at the
Extraordinary General Meeting. If the Scheme is approved by the requisite
majority at the Court Meeting, and approval is also obtained at the
Extraordinary General Meeting, an application will be made to the Court to
sanction the Scheme at the Court Hearing.  The Court Meeting and Extraordinary
General Meeting will take place on 17 November 2006 at 10.00 a.m. and 10.15 a.m.
respectively (or as soon as possible following the conclusion or adjournment of
the Court Meeting).  Further details are set out in the documents due to be
posted to Shareholders shortly.  It is expected that the Scheme will become
effective on 11 December 2006.



New Heywood Williams Reduction of Capital



The New Heywood Williams Reduction of Capital is being implemented to create
distributable reserves in New Heywood Williams. New Heywood Williams Shares will
initially have a nominal value of 70 pence per share (or such a lower nominal
value as New Heywood Williams shall decide before the date on which the Court is
asked to sanction the Scheme). However, shortly after the Scheme becomes
effective, the capital of New Heywood Williams will, subject to Court approval,
be reduced by decreasing the nominal value of each New Heywood Williams Share 
and each unissued share in the capital of New Heywood Williams from 70 pence 
(or such lower nominal value as New Heywood Williams shall decide before the 
date on which the Court is asked to sanction the Scheme) to 20 pence. New 
Heywood Williams may decide, on the recommendation of its Directors, that a 
lower nominal value of its shares is necessary to ensure that its shares are not 
allotted at a discount to their nominal value.



At the Extraordinary General Meeting of Heywood Williams, Heywood Williams
Shareholders (who will become shareholders in New Heywood Williams if the Scheme
becomes effective) will also be asked to confirm the New Heywood Williams
Reduction of Capital, which has already been approved by New Heywood Williams.
The New Heywood Williams Reduction of Capital will also require the confirmation
of the Court and, if so confirmed, will create a new reserve on the balance
sheet of New Heywood Williams of approximately £42.4 million (assuming a
reduction of 50 pence per share and that no further shares of Heywood Williams
are issued after 24 October 2006).



The dividend policy of New Heywood Williams will be the same as Heywood
Williams' current policy. The Board recognises the importance of dividends to
shareholders and will seek to re-establish a dividend once the Board is
satisfied that the dividend can be prudently covered by the operating cash flows
of the Group.



The New Heywood Williams Reduction of Capital and the decrease in the nominal
value of the New Heywood Williams Shares which it entails should not affect the
market value of the New Heywood Williams Shares.



The New Heywood Williams Reduction of Capital is expected to become effective on
12 December 2006.



Contact details


Heywood Williams Group PLC                                                              Tel: 01422 328850
Robert Barr, Chief Executive
Richard Whiting, Finance Director

Rothschild                                                                             Tel: 020 7280 5000
John Deans
Ed Welsh

Financial Dynamics                                                                     Tel: 020 7831 3113
Jon Simmons
James Ottignon



Rothschild, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting for Heywood Williams and New Heywood
Williams in connection with the matters referred to in this announcement and no
one else and will not be responsible to anyone other than Heywood Williams and
New Heywood Williams for providing the protections afforded to clients of
Rothschild nor for providing advice in relation to the matters referred to
herein.



                                   Appendix I



                            Timetable of key events


15 November 2006           10.00 a.m.: latest time for receipt of white form of proxy for the Court
                           Meeting


15 November 2006           10.15 a.m.: latest time for receipt of blue form of proxy for the
                           Extraordinary General Meeting


15 November 2006           6.00 p.m.: Scheme Voting Record Time (in respect of the Extraordinary General
                           Meeting and the Court Meeting)


17 November 2006           10.00 a.m.: Court Meeting


17 November 2006           10.15 a.m.: Extraordinary General Meeting


6 December 2006            Court Hearing to sanction the Scheme and associated reduction of
                           capital (not before 10.30 a.m.)


8 December 2006            Last day of dealings in Heywood Williams Shares


8 December 2006            6.00 p.m.: Scheme Record Time


11 December 2006           Effective date of the Scheme


11 December 2006           Delisting and cancellation of Heywood Williams Shares


11 December 2006           New Heywood Williams Shares admitted to Official List and crediting of New
                           Heywood Williams Shares to CREST accounts


11 December 2006           Dealings in New Heywood Williams Shares commence on the London Stock Exchange


11 December 2006           Court hearing of the petition to confirm the New Heywood Williams Reduction of
                           Capital


12 December 2006           New Heywood Williams Reduction of Capital becomes effective


by 22 December 2006        Despatch of New Heywood Williams Share certificates





These dates are based on Heywood Williams' current expectations and may be
subject to change. In particular, certain Court dates are subject to
confirmation by the Court. If the scheduled date of the Court Hearing of the
petition to sanction the Scheme is changed, Heywood Williams will give adequate
notice of the change by issuing an announcement through a Regulatory Information
Service.


                                  Appendix II



                                  Definitions


Board or the Directors             the directors of Heywood Williams or the directors of New Heywood
                                   Williams as the context may require


Companies Act or Act               the Companies Act 1985; as amended


Court                              the High Court of Justice of England and Wales


Court Hearing                      the hearing by the Court of the petition to sanction the Scheme and to
                                   confirm the New Heywood Williams Reduction of Capital


Court Meeting                      the meeting of the Heywood Williams Shareholders convened by order of
                                   the Court pursuant to section 425 of the Companies Act 1985 for 17
                                   November 2006 at 10.00 a.m. to consider and, if thought fit, approve
                                   the Scheme, and any adjournment of it


CREST                              the system for the paperless settlement of trades in listed securities
                                   operated by CRESTCo


Effective Date                     the date on which the Scheme becomes effective, expected to be 11
                                   December 2006


Extraordinary General Meeting or   the extraordinary general meeting of Heywood Williams convened for 17
EGM                                November 2006 at 10.15 a.m. and any adjournment of it


Heywood Williams Group or the      before the Effective Date, Heywood Williams and its subsidiaries
Group                              (including, without limitation, the Carlisle Brass Group) and
                                   subsidiary undertakings, and, where the context requires, its
                                   associated undertakings and, after the Effective Date, New Heywood
                                   Williams and its then subsidiaries and subsidiary undertakings, and,
                                   where the context requires, its then associated undertakings


Heywood Williams or the Company    Heywood Williams Group PLC and subsequently HWG 2006 Limited, a public
                                   limited company incorporated in England and Wales with registered
                                   number 109354, which, conditional on the Scheme becoming effective,
                                   will be renamed HWG 2006 PLC


Heywood Williams Shareholder       a holder of Heywood Williams Shares


Heywood Williams Shares            the ordinary shares of 25 pence each in the capital of Heywood
                                   Williams


London Stock Exchange              London Stock Exchange plc


New Heywood Williams               HWG 2006 PLC a public limited company incorporated in England and
                                   Wales with registered number 5954792, which, conditional on the Scheme
                                   becoming effective, will be renamed Heywood Williams Group PLC


New Heywood Williams Reduction of  the proposed reduction of capital of New Heywood Williams under
Capital                            sections 135 to 138 of the Companies Act 1985


New Heywood Williams Shares        means:



                                   (i)       prior to the New Heywood Williams Reduction of Capital, the
                                   ordinary shares of 70 pence (or such lower nominal value as the
                                   directors of New Heywood Williams shall decide before the date on
                                   which the Court is asked to sanction the Scheme) each in New Heywood
                                   Williams to be allotted and issued pursuant to the Scheme; and

                                   (ii)      following the New Heywood Williams Reduction of Capital
                                   becoming effective, the ordinary shares of 20 pence each in New
                                   Heywood Williams


New Shares                         the ordinary shares of 25 pence each in the capital of Heywood
                                   Williams created following the cancellation of the Scheme Shares which
                                   shall be of an aggregate nominal


Official List                      the Official List of the UK Listing Authority


pence, penny, p or £ or pounds     the lawful currency of the United Kingdom
sterling


Rothschild                         N M Rothschild & Sons Limited


Scheme                             the scheme of arrangement in its present form or with or subject to
                                   any modification, addition or condition approved or imposed by the
                                   Court


Scheme Proposals                   collectively the proposed Scheme, the cancellation of the Scheme
                                   Shares, the increase in the authorised share capital of Heywood
                                   Williams to its former amount, the creation of the New Shares, the
                                   allotment of the New Shares to New Heywood Williams, amendments to the
                                   Heywood Williams Articles to deal with transitional matters arising
                                   from the Scheme, the New Heywood Williams Reduction of Capital, the
                                   associated change of name of Heywood Williams to HWG 2006 PLC, the
                                   associated delisting of the Heywood Williams Shares from the Official
                                   List and the subsequent New Heywood Williams Reduction of Capital


Scheme Record Time                 6.00 p.m. (London time) on the later of 8 December 2006 and the
                                   business day immediately preceding the Effective Date


Scheme Voting Record Time          6.00 p.m. (London time) on 15 November 2006 or, if the Court Meeting
                                   is adjourned, 48 hours before the time appointed for any adjourned
                                   Court Meeting


Shareholder                        a registered holder of Heywood Williams Shares or New Heywood Williams
                                   Shares, as the context requires, including any person(s) entitled by
                                   transmission


UK Listing Authority               the Financial Services Authority acting in its capacity as competent
                                   authority under the Financial Services and Markets Act 2000


UK or United Kingdom               The United Kingdom of Great Britain and Northern Ireland


London time                        the local time in the United Kingdom


uncertificated or in               in relation to a share or other security, a share or other security
uncertificated form                title to which is recorded on the relevant register of the share or
                                   security concerned as being held in uncertificated form in CREST and
                                   title to which, by virtue of the CREST Regulations, may be transferred
                                   by means of CREST






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