Wilson Bowden plc

Barratt Developments PLC 05 February 2007 Not for release, publication or distribution in or into Australia, Canada or Japan. 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 to announce that they have agreed the terms of a recommended cash and share offer to be made by Barratt to acquire the entire issued and to be issued ordinary share 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 after taking account of the Barratt interim dividend of 11.38 pence, to which Wilson Bowden 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 preliminary discussions 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, the Closing Price immediately prior to the announcement that Wilson Bowden was aware that an independent review of the Wilson Family holdings in Wilson Bowden was being conducted. Over the same period, Barratt's share price has increased by 35 per cent., in each case based on the Closing Price of a Barratt Share of 1,228 pence on 2 February 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 the value of Barratt Shares to reflect the Barratt interim dividend of 11.38 pence to which holders of Wilson Bowden Shares will not be entitled. Prior to this adjustment, the terms of the Acquisition would value each Wilson Bowden Share at 2,257 pence. • The Acquisition is expected to be earnings enhancing in the first full year following the Effective Date.2 • As at the close of business on 2 February 2007, the last Business Day prior to the date of this announcement, the Enlarged Group would have had a pro forma market capitalisation of £4.3 billion. • Immediately following the Effective Date, assuming that the maximum number of New Barratt Shares to be issued pursuant to the Acquisition had been issued by that time, it is expected that Barratt Shareholders will own approximately 70 per cent., and Wilson Bowden Shareholders will own approximately 30 per cent., of Barratt's enlarged issued share capital. • It is intended that the Acquisition will be effected by way of a scheme of arrangement of Wilson Bowden although Barratt reserves the right in its absolute discretion to implement the Acquisition by way of the Offer. Commenting on the Acquisition, Charles Toner, Group Chairman of Barratt, said: 'I am delighted that we have reached an agreement with Wilson Bowden. This is an excellent strategic fit for Barratt which will create a sector leader with strengths right across the market, in terms of both geographical coverage and product offering. The benefits of bringing these two well managed groups together will unlock opportunities that will provide added impetus for future growth. This is a move that will deliver value and is an exceptional opportunity 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 that the 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 in an excellent position to develop the strengths of each business, housebuilding, social housing and commercial property development, and to deliver significant benefits from the opportunities emerging in the market. Both businesses have powerful brands and a wealth of strong management, which will be developed and motivated to create fresh and exciting opportunities that will drive the combined business forward. The transaction provides all Wilson Bowden shareholders with significant value and an opportunity to participate in the great potential of the enlarged business.' Note: (2) This statement should not be taken to imply that the earnings of Barratt for the year ended 30 June 2008 (assuming the Effective Date is on or prior to 30 June 2007) will be higher than the previous year. Strategic rationale The Barratt Board believes that the Acquisition has compelling strategic and financial logic for both Barratt and Wilson Bowden and that it represents an attractive opportunity to participate in enhanced value for both the existing Barratt Shareholders and, through the share element of the consideration for their Wilson Bowden Shares, Wilson Bowden Shareholders. The Enlarged Group will be 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, the Midlands, 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 people who are best suited to them, in order to create a 'best in class' management team. - Greater flexibility from an expanded strategic and consented landbank Based on the two companies' last reported figures3, the Enlarged Group would have had a pro forma combined landbank of 103,557 plots and a strategic landbank of approximately 12,600 acres. Based on the pro forma volume for the twelve months to 30 June 2006, the Enlarged Group's landbank would have represented approximately 5.3 years' worth of supply. It is the Barratt Board's intention to continue to invest in land purchases to accelerate the delivery of organic growth through continued investment in the landbank and the proposed capital structure of the Enlarged Group reflects this. As a result, it is not envisaged that there will be any significant reduction in the aggregate amount of land the two companies purchase. - Synergies The Barratt Board believes that the Enlarged Group will be able to deliver annualised pre-tax cost synergies from operational and purchasing efficiencies of at least £45 million in the second full financial year after the Effective Date.4 - Full-range housebuilding product offering The Enlarged Group's product offering will span the width of the housebuilding market in the UK, from social housing within both Barratt's and Wilson Bowden's existing operations to the upmarket housing offered under the well-respected premium David Wilson Homes brand. - Expanded commercial development capacity Wilson Bowden's commercial development business is expected to provide the Enlarged Group with the ability to bid for an increased number of large mixed use 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 the existing and projected cost and operating structures of Barratt and Barratt's estimate of the existing and projected cost and operating structures of Wilson Bowden. Statements of estimated synergies relate to future actions and circumstances, which, by their nature involve risks, uncertainties, contingencies and other factors. As a result, the synergies referred to may not be achieved, or those achieved may be materially different from those estimated. Irrevocable Undertakings • Barratt has received irrevocable undertakings in respect of a total of 35,692,502 Wilson Bowden Shares, representing in aggregate approximately 37.7 per cent. of the existing issued share capital of Wilson Bowden. Further details are given immediately below and in the main body of the announcement. • The Wilson Bowden Directors who hold Wilson Bowden Shares (including David Wilson) and certain members of the Wilson family have undertaken to vote in favour of the Scheme (or, as the case may be, to accept the Offer) in respect of a total of 23,504,431 Wilson Bowden Shares, representing in aggregate approximately 24.8 per cent. of the existing issued share capital of Wilson Bowden. These irrevocable undertakings continue to be binding in the event of a higher offer being made for Wilson Bowden. Further details in relation to these irrevocable undertakings (including in relation to the circumstances in which they cease to be binding) are given in the main body of the announcement. • The trustees of certain Wilson family trusts have undertaken to vote in favour of the Scheme (or, as the case may be, to accept the Offer) in respect of a total of 12,188,071 Wilson Bowden Shares, representing in aggregate approximately 12.9 per cent. of the existing issued share capital of Wilson Bowden. These irrevocable undertakings cease to be binding in certain circumstances if: (i) a person not acting in concert with Barratt announces, at or prior to 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 an improvement of at least 10 per cent. per Wilson Bowden Share over the value of the consideration available under the Acquisition; and (ii) either (a) Barratt fails to announce, at or prior to 11.59 p.m. on the seventh day after such higher offer is announced, a revision to the terms of the Acquisition which represents an improvement to the consideration per Wilson Bowden Share available under such higher offer or (b) Barratt does announce, at or 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 announcement of the revision to the Acquisition, a third party announces an offer which represents an improvement of at least 10 per cent. per Wilson Bowden Share over the value of the consideration available under the Acquisition (as so revised). Further details in relation to these irrevocable undertakings (including in relation to the circumstances in which they cease to be binding) are given in the main body of the announcement. This summary should be read in conjunction with the main body of the announcement. There will be a presentation to investors and analysts at 9.15 a.m. on Monday 5 February 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 and Morgan Stanley are acting as joint-brokers to Wilson Bowden. Rothschild is acting as exclusive financial adviser to the Wilson Family. Enquiries: Barratt Developments PLC Wilson Bowden plc Tel: +44 (0) 191 227 2000 Tel: +44 (0) 1530 260777 Charles Toner Ian Robertson Mark Clare Mark 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 Packshaw Hugo 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-Coutts John 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 Baker Chris Lynch Alastair Cochran Nick 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 following announcement and the Appendices. The conditions to and certain further terms of the Acquisition are set out in Appendix 1. The bases and sources of certain financial information contained in this announcement are set out in Appendix 2. Certain definitions and terms used in this announcement are set out in Appendix 3. UBS is acting as exclusive financial adviser and joint-broker to Barratt, and no one else in connection with the Acquisition and will not be responsible to anyone other than Barratt for providing the protections afforded to the clients of UBS nor for providing advice in relation to the Acquisition or any other matter referred to herein. Credit Suisse is acting as joint-broker to Barratt in respect of the Acquisition, and no one else in connection with the Acquisition and will not be responsible to anyone other than Barratt for providing the protections afforded to the clients of Credit Suisse nor for providing advice in relation to the Acquisition or any other matter referred to herein. HSBC, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Wilson Bowden in connection with the Acquisition and will not be responsible to anyone other than Wilson Bowden for providing the protections afforded to the clients of HSBC nor for providing advice 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 in connection with the Acquisition and will not be responsible to anyone other than Wilson Bowden for providing the protections afforded to the clients of Bridgewell nor for providing advice in relation to the Acquisition or any other matter referred to herein. Morgan Stanley is acting as joint-broker to Wilson Bowden, and no one else in connection with the Acquisition and will not be responsible to anyone other than Wilson Bowden for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Acquisition or any other matter referred to herein. Rothschild, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as exclusive financial adviser to the Wilson Family and no one else in relation to the Acquisition and will not be responsible to anyone other than the Wilson Family for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein. Overseas Jurisdictions 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 does not constitute 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. Wilson Bowden Shareholders are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. In particular, this announcement is not an offer of securities for sale in the United States and the New Barratt Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the 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 New Barratt Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Barratt Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the New Barratt Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Wilson Bowden Shareholders (whether or not US persons) who are or will be 'affiliates' of Wilson Bowden or Barratt prior to, or of Barratt after, the Effective Date will be subject to certain transfer restrictions relating to the New Barratt Shares received in connection with the Scheme. Unless Barratt otherwise determines, relevant clearances and registrations have not 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 in compliance with applicable securities laws of any jurisdiction. The Loan Notes have not been, nor will they be, registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and the Loan Notes are not being offered in, and may not be transferred into, the United States. The Loan Notes may not (subject to certain limited exceptions) be offered, sold, transferred or delivered, directly or indirectly, in any other jurisdiction (including, without limitation, in Australia, Canada or Japan) where to do so would violate the laws of that jurisdiction or would require registration thereof in such jurisdiction. Notice to US Investors in Wilson Bowden: The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. If Barratt decides to implement the Acquisition by way of the Offer, it will be made in satisfaction of the procedural and filing requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of the Offer, the New Barratt Shares to be issued in connection with such Offer will not be registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Barratt does not intend to register any such New Barratt Shares or part thereof in the United States or to conduct 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 current expectations or beliefs, as well as assumptions about future events. These statements are based on the current expectations of the management of Barratt and are naturally subject to uncertainty and changes in circumstances. Undue reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Barratt's plans and objectives, to differ materially from those expressed or implied in the forward looking statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are Barratt's ability to combine successfully the businesses of Wilson Bowden and Barratt and to realise expected synergies from that 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 required by the Listing Rules and the rules of the London Stock Exchange) to revise or update any forward looking statement contained in this announcement, regardless of whether that statement is affected as a result of new information, future events 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 respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. on the London business day following the date of the relevant transaction. This requirement will continue until the Scheme becomes Effective, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends (or, if Barratt elects to effect the Acquisition by way of the Offer, until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends). If two or more persons act together 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 'relevant securities' of Barratt or Wilson Bowden by Barratt or Wilson Bowden, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. Not for release, publication or distribution in or into Australia, Canada or Japan. 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 to announce that they have agreed the terms of a recommended cash and share offer to be made by Barratt to acquire the entire issued and to be issued ordinary share capital of Wilson Bowden. It is currently intended that the Acquisition will be implemented by way of scheme of arrangement and, subject to the satisfaction, or, where appropriate, waiver, of the Conditions, it is expected that 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 further terms set out below and in Appendix 1 and the full terms and conditions which will be set out in the Scheme Document (or, as the case may be, the Offer Document), 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 of the Barratt interim dividend of 11.38 pence, to which Wilson Bowden 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 preliminary discussions 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, the Closing Price immediately prior to the announcement that Wilson Bowden was aware that an independent review of the Wilson Family holdings in Wilson Bowden was being conducted. Over the same period, Barratt's share price has increased by 35 per cent., in each case based on the Closing Price of a Barratt Share of 1,228 pence on 2 February 2007, the last Business Day prior to the date of this announcement. Subject to the Acquisition becoming Effective, Wilson Bowden Shareholders will not be entitled to any final dividend in respect of the Wilson Bowden Shares for the full year ended 31 December 2006. Immediately following the Effective Date, assuming that the maximum number of New Barratt Shares to be issued pursuant to the Acquisition had been issued by that time, it is expected that Barratt Shareholders will own approximately 70 per 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 pari passu in all respects with the Barratt Shares in issue at the time the New Barratt Shares are issued pursuant to the Acquisition, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date. The New Barratt Shares will not however rank for the interim dividend in respect of the half year ended 31 December 2006. The Barratt Board has resolved to pay, on or around 25 May 2007, an interim dividend of 11.38 pence in respect of this period to Barratt Shareholders on the register on 30 March 2007. Applications will be made to the UKLA for the New Barratt Shares to be admitted to the Official List and to the London Stock Exchange for the New Barratt Shares to be admitted to trading 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 and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. Any new Wilson Bowden Shares issued to Barratt or its 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 the value of Barratt Shares to reflect the Barratt interim dividend of 11.38 pence to which holders of Wilson Bowden Shares will not be entitled. Prior to this adjustment, the terms of the Acquisition would value each Wilson Bowden Share at 2,257 pence. 3. Recommendation The Wilson Bowden Directors, who have been so advised by HSBC, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Wilson Bowden Directors, HSBC has taken into account the commercial assessments of the Wilson Bowden Directors. Accordingly, the Wilson Bowden Directors intend unanimously to recommend that Wilson Bowden Shareholders vote in favour of the Scheme (or, as the case may be, accept the Offer), as they have irrevocably undertaken to do in respect of their own beneficial holdings, which in aggregate amount to 19,366,827 Wilson Bowden Shares, representing approximately 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 and the 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 the resolutions to be proposed at the Barratt Extraordinary General Meeting and to the passing by Wilson Bowden Shareholders of the resolution(s) to be proposed at the Wilson Bowden Extraordinary General Meeting and also at the Scheme Meeting. It is currently intended that the Acquisition will be effected by way of a scheme of arrangement of Wilson Bowden under section 425 of the Companies Act, although Barratt and Wilson Bowden have agreed that Barratt may, if it so determines and in its absolute discretion, implement the Acquisition by making a takeover offer for the entire issued and to be issued ordinary share capital of Wilson Bowden. The Directors of Wilson Bowden have confirmed that, in the event that Barratt determines to implement the Acquisition by way of the Offer, the Directors of Wilson Bowden will recommend, on a unanimous and unqualified basis, that Wilson Bowden Shareholders accept the Offer except to the extent that the Wilson Bowden Directors determine in good faith (having taken appropriate legal and financial advice) that such unanimous and unqualified recommendation should not be given or should be withdrawn or modified in compliance with their fiduciary duties. 5. Background to the Acquisition On 14 July 2006, Wilson Bowden announced that it was aware that an independent review of the Wilson Family holdings in Wilson Bowden was being conducted. In November 2006, the Wilson Bowden Board commenced a formal process to assess the interest of a number of parties in Wilson Bowden and, following press speculation, Wilson Bowden announced on 26 November 2006 that it was in preliminary discussions with a number of parties regarding a possible offer for Wilson 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 and financial logic for both Barratt and Wilson Bowden and that it represents an attractive opportunity to deliver enhanced value for both the existing Barratt Shareholders and, through the share element of the consideration, for the Wilson Bowden Shareholders. The Enlarged Group will be positioned as one of the UK's leading housebuilders with homebuilding activities distributed across the UK mainland, providing a strong base for future growth. For the twelve months to 30 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 has subsequently expanded in the South of England. The Wilson Bowden Group is well represented in the Midlands, and Barratt estimates that around 45 per cent. of Wilson Bowden's sales were generated in this region in the year to 31 December 2005. The Enlarged Group will benefit from a better balanced regional profile, with housebuilding activities distributed between the South of England, the Midlands, the North of England, Scotland and Wales, the main focus of which will be the South of England (which Barratt estimates would have been 46 per cent. of sales in respect of the twelve months to 30 June 2006) and the Midlands (which Barratt 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 the pro forma combined group sales distribution would have been 46 per cent. in the South of England, 28 per cent. in the Midlands, 18 per cent. in the North of England 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 people who are best suited to them, in order to create a 'best in class' management team. - Greater flexibility from an expanded strategic and consented landbank Based on the two companies' last reported figures2, the Enlarged Group would have had a pro forma combined landbank of 103,557 plots and a strategic landbank of approximately 12,600 acres. Based on the pro forma volume for the twelve months to 30 June 2006, the Enlarged Group's landbank would have represented approximately 5.3 years' worth of supply. In addition, the acquisition of Wilson Bowden will provide Barratt with strategic land purchasing expertise and the opportunity to increase the Enlarged Group's strategic landbank. It is the Barratt Board's intention to continue to invest in land purchases to drive organic growth. As a result, it is not envisaged that there will be any significant reduction in the aggregate level of land which the two businesses purchase. - Synergies It is expected that the scale of the combined housebuilding operations will lead to material synergies. Annualised synergy savings of at least £45 million are expected to be delivered in the second full financial year after the Acquisition becomes Effective.3 One-off exceptional costs of £35 million are expected to be incurred in realising these synergies. Following the Effective Date, Barratt intends to undertake a detailed review of all of the assets of the Wilson Bowden Group. - Full range housebuilding product offering The Enlarged Group's product offering will span the width of the housebuilding market in the UK, from social housing within the Barratt and Wilson Bowden Group's existing operations to the upmarket housing offered under the well-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 bedroom executive homes, to distinctive large city apartment complexes. The Wilson Bowden Group's product range comprises similar products, but with greater strength in detached and semi-detached family homes, focusing on the premium end of the market, with a reputation for high quality. The combination of the two groups is expected to deliver an increased exposure to the premium end of the market through the Wilson Bowden Group's higher average selling price. In the year to 30 June 2006, the average pro forma selling price (excluding serviced land sales) for the Enlarged Group would have been around £175,400 compared with pro forma for Barratt of £165,800 and for Wilson Bowden of £203,100, in respect of the same period. By increasing the average selling price through greater access to the premium end of the market, it is expected that greater value will be extracted from the existing landbank and future development opportunities. - Expanded commercial development capacity As well as its more traditional housebuilding activities, Barratt also seeks to develop commercial and mixed use sites in large edge of town centre projects. Wilson Bowden has a significant number of large mixed use opportunities as well as offices, industrial parks, and various retail developments. The combination of the two groups is expected to enable the Enlarged Group to bid for an increased number of large mixed used developments. The Acquisition is expected to be earnings enhancing in the first full year following the Effective Date.4 As at the close of business on 2 February 2007, the last Business Day prior to the date of this announcement, the Enlarged Group would have had a pro forma market 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 the existing and projected cost and operating structures of Barratt and Barratt's estimate of the existing and projected cost and operating structures of Wilson Bowden. Statements of estimated synergies relate to future actions and circumstances, which, by their nature involve risks, uncertainties, contingencies and other factors. As a result, the synergies referred to may not be 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 for the year ended 30 June 2008 (assuming the Effective Date is on or prior to 30 June 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 divisions throughout England, Scotland and Wales. Barratt is the parent of a group of companies serving substantially all sectors of the market in the UK, creating high quality homes for sale, rent and shared ownership, often in partnership with local authorities, housing associations and others. Barratt Group was a pioneer in inner-city regeneration in the UK and is a leading participant in brownfield development in the UK. Barratt has earned a number of major UK housebuilding industry awards in recent years. For the year ended 30P June 2006, the Barratt Group reported turnover of £2,431 million and pre-tax profit of £391 million. The Barratt Group effected 14,601 completions 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 agreed but subject to contract) at the year end, equating to 4.8 years' worth of supply at 2005/06 volumes. 8. Information relating to Wilson Bowden Wilson Bowden is the parent of a group of companies engaged in residential and commercial property development throughout most areas of Great Britain. Wilson Bowden's residential development expertise ranges from apartments for town and city dwellers, through smaller traditional homes to five and six bedroom executive homes. Wilson Bowden's commercial property development skills are in the creation of offices, industrial parks, retail and mixed use schemes. For the year ended 31 December 2005, the Wilson Bowden Group reported turnover of £1,231 million and pre-tax profit of £216 million. The Wilson Bowden Group's total residential completions amounted to 5,207 completions at an average selling price of £198,200 (excluding serviced land sales). For the six months ended 30 June 2006, the Wilson Bowden Group reported turnover of £525 million and pre-tax profit of £82 million. The Wilson Bowden Group achieved 2,211 completions at an average selling price of £205,900. As at 30 June 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 Group employees exciting career prospects. Wilson Bowden Group management and employees will benefit under Barratt's proposal from a large operating platform and a business of greater size and scope. It is Barratt's intention to offer jobs 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 existing employment rights, including existing pension rights, of all Wilson Bowden Group employees will be fully safeguarded. 10. Mix and Match Facility Wilson Bowden Shareholders (other than certain Overseas Shareholders) may elect to vary the proportions of New Barratt Shares and cash they receive in respect of their holding of Wilson Bowden Shares. However, the maximum number of New Barratt Shares that will be issued and the maximum amount of cash that will be paid under the Acquisition will not be varied as a result of elections made under the Mix and Match Facility. Accordingly, Barratt's ability to satisfy Mix and Match elections made by Wilson Bowden Shareholders will depend on other Wilson Bowden Shareholders making offsetting elections. Satisfaction of elections under the Mix and Match Facility will be effected on the basis of 1,217 pence in cash for each New Barratt Share. Wilson Bowden Shareholders who make elections under the Mix and Match Facility may not know the exact number of New Barratt Shares, or the amount of cash, which they will receive until settlement of the consideration under the Acquisition, although an announcement will be made of the approximate extent to which elections under the Mix and Match Facility will be satisfied. To the extent that elections for New Barratt Shares and/or cash consideration cannot be satisfied in full, they will be scaled down on a pro rata basis. The Mix and Match Facility is conditional upon the Acquisition becoming Effective. The Mix and Match Facility will not affect the entitlement of those Wilson Bowden Shareholders who do not make an election under the Mix and Match Facility. Details and further terms of the Mix and Match Facility will be set out 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 Notes instead 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 Note Alternative will be made available on the basis of £1 nominal value of Loan Notes for every £1 of cash which a Wilson Bowden Shareholder would otherwise be entitled to receive under the Acquisition. The Loan Notes will be governed by English law and will be issued, credited as fully paid, in integral multiples of £1 nominal value. The Loan Notes will have the 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 at that time there remains outstanding more than £10 million of nominal value of Loan Notes, in which case Barratt will use its reasonable endeavours to procure a bank guarantee for the remaining outstanding term of the Loan Notes. All fractional entitlements to the Loan Notes will be disregarded and will not be issued. The Loan Notes will be not transferable other than to privileged relations and family trusts and no application will be made for them to be listed or dealt in on any stock exchange. The Loan Notes will be qualifying corporate bonds. The Loan Notes will bear interest from the date of issue to the relevant holder of 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 tax required by law to be withheld or deducted therefrom) on 30 June and 31 December in each year (or, if such date is not a Business Day, on the first Business Day thereafter). The Loan Notes will be redeemable at par (together with accrued interest less any tax required by law to be withheld or deducted therefrom) in whole or in part, for cash at the option of the noteholders on 30 June 2008 and subsequently semi-annually on 30 June and 31 December in each year (or, if such date is not a Business Day, on the first Business Day thereafter). In certain circumstances, Barratt will have the right to redeem all of the Loan Notes. If not previously redeemed, the final redemption date will be the next interest payment date following the fifth anniversary of the date on which the Loan Notes are issued. No Loan Notes will be issued unless, on or before the Effective Date, valid elections have been received in respect of at least £10 million in nominal value of Loan Notes. If insufficient elections are received, Wilson Bowden Shareholders electing for the Loan Note Alternative will instead receive cash in accordance 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 million or the outstanding aggregate nominal amount of Loan Notes is equal to or less than 10 per cent. of the total amount of Loan Notes issued, Barratt will be entitled to redeem all of the then outstanding Loan Notes. The Loan Note Alternative will be conditional upon the Acquisition becoming Effective. Full details of the Loan Note Alternative will be contained in the Scheme Document or, as the case may be, the Offer Document and the appropriate form of election. The Loan Notes are not being offered to persons in the United States or (subject to certain limited exceptions) in, or to, or for the account or benefit of a person located in, Canada, Australia, Japan or any other jurisdiction where the sale, issue or transfer of the Loan Notes would be a contravention of applicable law. 12. Wilson Bowden Share Schemes Appropriate proposals will be made in due course to participants in the Wilson Bowden Share Schemes. Details of these proposals will be set out in the Scheme Document or, as the case may be, the Offer Document and in separate letters to be 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 by Barratt 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 satisfy in full the cash consideration payable pursuant to the Acquisition. Further information on the financing of the Acquisition will be set out in the Scheme 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 shareholders under section 425 of the Companies Act (although Barratt and Wilson Bowden have agreed that Barratt may, if it so determines in its absolute discretion, instead effect the Acquisition by way of the Offer). The Scheme will involve an application by Wilson Bowden to the Court to sanction the Scheme. Upon the Scheme becoming Effective, Barratt will become the owner of the whole of the issued ordinary share capital of Wilson Bowden. To become Effective, the Scheme will require, amongst other things, the approval at the Scheme Meeting of a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, representing not less than three fourths in value of the Wilson Bowden Shares voted and the passing of the resolutions necessary to implement the Scheme at the Wilson Bowden Extraordinary General Meeting. Following the Wilson Bowden Extraordinary General Meeting and the Scheme Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court, in each case at the relevant Court Hearing(s).5 The formal documentation setting out details of the Acquisition, including the Scheme Document setting out the procedures to be followed to approve the Scheme and the Prospectus relating to Barratt and the New Barratt Shares, will be posted to Wilson Bowden Shareholders (other than certain Overseas Shareholders) in due course. The Scheme Document will include full details of the Scheme, together with notices of the Scheme Meeting and the Wilson Bowden Extraordinary General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. Note: (5) It has been assumed, for the purposes of this announcement, that the Court will be requested to sanction the Scheme at an initial Court hearing, and that the Court will be requested to confirm the Capital Reduction at a subsequent Court hearing two days later, although the parties reserve the right to request the Court to sanction the Scheme and confirm the Capital Reduction at a single Court hearing. 15. Barratt Shareholder Approval and Prospectus As a result of the size of the transaction, the Acquisition constitutes a Class 1 transaction (as defined in the Listing Rules) for Barratt. Accordingly, Barratt will be required to seek the approval of the Barratt Shareholders for the Acquisition at the Barratt Extraordinary General Meeting. Barratt is required to prepare and send to the Barratt Shareholders a circular summarising the background to and reasons for the Acquisition (which will include a notice convening the Barratt Extraordinary General Meeting). The Acquisition will be conditional on, amongst other things, the requisite resolution(s) being passed by the Barratt Shareholders at the Barratt Extraordinary General Meeting. Barratt will also be required to produce the Prospectus in connection with the issue of the New Barratt Shares. 16. Overseas Shareholders The availability of New Barratt Shares and the Loan Notes under the terms of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to Overseas 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 35,692,502 Wilson Bowden Shares, representing in aggregate approximately 37.7 per cent. of Wilson Bowden's existing issued share capital, further details of which are set out below. See Appendix 4 for a further breakdown of these irrevocable undertakings. The Wilson Bowden Directors who hold Wilson Bowden Shares (including David Wilson)6 have irrevocably undertaken to vote in favour of the Scheme (or, if applicable, to accept the Offer), in respect of their own beneficial holdings totalling 19,366,827 Wilson Bowden Shares, representing in aggregate approximately 20.5 per cent. of Wilson Bowden's issued share capital. These irrevocable undertakings continue to be binding in the event of a higher offer being made for Wilson Bowden but cease to be binding if: • the Scheme Document or Offer Document, as the case may be, is not posted within the period specified in the City Code, as such period may be extended in accordance with the City Code; • in the event that Barratt determines to implement the Acquisition pursuant to the Scheme, the Scheme terminates or lapses in accordance with its terms or otherwise becomes incapable of ever becoming Effective, provided that Barratt 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 to implement the Acquisition instead by way of the Offer; and • in the event that Barratt determines to implement the Acquisition pursuant to the Offer, the Offer is withdrawn by Barratt (with the consent of the Panel if required) or lapses. Certain members of the Wilson Family (other than David Wilson and the trustees of certain Wilson family trusts)7 have irrevocably undertaken to vote in favour of the Scheme (or, if applicable, to accept the Offer) in respect of in total 4,137,604 Wilson Bowden Shares, representing in aggregate approximately 4.4 per cent. of Wilson Bowden's issued share capital. These irrevocable undertakings continue to be binding in the event of a higher offer being made for Wilson Bowden but cease to be binding in the same circumstances in which the irrevocable undertakings given by the Wilson Bowden Directors cease to be binding. The trustees of certain Wilson family trusts8 have undertaken to vote in favour of the Scheme (or, as the case may be, to accept the Offer) in respect of a total of 12,188,071 Wilson Bowden Shares, representing in aggregate approximately 12.9 per cent. of the existing issued share capital of Wilson Bowden. These irrevocable undertakings cease to be binding in certain circumstances if: (i) a person not acting in concert with Barratt announces, at or prior to 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 an improvement of at least 10 per cent. per Wilson Bowden Share over the value of the consideration available under the Acquisition; and (ii) either (a) Barratt fails to announce, at or prior to 11.59 p.m. on the seventh day after such higher offer is announced, a revision to the terms of the Acquisition which represents an improvement to the consideration per Wilson Bowden Share available under such higher offer or (b) Barratt does announce, at or 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 announcement of the revision to the Acquisition, a third party announces an offer which represents an improvement of at least 10 per cent. per Wilson Bowden Share over the value of the consideration available under the Acquisition (as so revised). These irrevocable undertakings also cease to be binding in the same circumstances in which the irrevocable undertakings given by the Wilson Bowden Directors 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), Ian Robertson, Nicholas Richardson and Antony Portno. (7) The signatories to these irrevocable undertakings are Laura Wilson, Mrs K M Wilson, Anthony Wagstaff and Jillian Wagstaff. (8) The signatories to these irrevocable undertakings are DW Wilson 1974 Foreign Trust, A H Wilson 1974 Settlement, Wilson Deed of Family Arrangement, D W Wilson 1992 Grandchildren's A&M Settlement, Western Range Executive Pension Scheme, DW Wilson 1991 Accumulation Trust for R W H Wilson, DW Wilson 1991 Accumulation Trust for REC Wilson, David Wilson Foundation, DW Wilson 1987 Discretionary Settlement, DW Wilson 1991 Trust re Thurcaston Park and Wagstaff Deed of Family Arrangement. 18. Mutual Break Fee Letter Wilson Bowden has entered into an agreement with Barratt under which Wilson Bowden has undertaken, amongst other things, to pay Barratt £21.24 million (together with an amount in respect of VAT to the extent recoverable by Wilson Bowden or a member of the Wilson Bowden Group which is in the same group for VAT purposes) if, in summary: (i) the Wilson Bowden Directors do not make a unanimous and unqualified recommendation to Wilson Bowden Shareholders in the Scheme Document (or, as applicable, the Offer Document) that Wilson Bowden Shareholders vote in favour of the necessary resolutions to implement the Scheme (or, as applicable, accept the Offer) or they withdraw, qualify or adversely modify their unanimous and unqualified recommendation, or agree or resolve to recommend an Alternative Proposal; or (ii) any Alternative Proposal becomes or is declared unconditional in all respects or is otherwise completed. Barratt has agreed to pay to Wilson Bowden £21.24 million (together with an amount of VAT to the extent recoverable by Barratt or a member of the Barratt Group which is in the same group for VAT purposes) if the Barratt Directors do not recommend unanimously that Barratt Shareholders vote in favour of the necessary resolution(s) to implement the Acquisition or if they withdraw or adversely modify such recommendation and, if the relevant shareholder meeting is held, 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 which is superior from a financial point of view to the Acquisition, the Wilson Bowden Directors will not withdraw or qualify their recommendation of the Acquisition until the earlier of (i) Barratt informing Wilson Bowden that it does not intend to increase the value of the Acquisition to a value per Wilson Bowden Share equal to or greater than that provided under the relevant Alternative Proposal and (ii) 72 hours following Barratt being notified of such proposal by Wilson Bowden or, if Barratt confirms within such 72 hour period to Wilson Bowden that it intends to increase the value of the Acquisition to a value per Wilson Bowden Share equal to or greater than that provided for under the relevant Alternative Proposal, 120 hours following Barratt being notified of such proposal by Wilson Bowden or such earlier time as Barratt announces such an increase, in each case until the Scheme terminates or lapses in accordance with its terms or, as applicable, the Offer is withdrawn by Barratt (with the consent of the Panel, if required) or lapses. 19. Disclosure of Interests in Wilson Bowden As at the date of this announcement, Barratt owns 25 Wilson Bowden Shares. Save for this holding and the arrangements with Wilson Bowden Shareholders in relation 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 for the 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 either on-lent or sold) any Wilson Bowden Shares, nor does any such person have any short position or any arrangement in relation to Wilson Bowden Shares. An ' arrangement' includes any indemnity or option arrangement and any agreement or any understanding, formal or informal, of whatever nature, relating to Wilson Bowden Shares which may be an inducement to deal or refrain from dealing in such securities. It has not been possible, by the date of this announcement, to ascertain the interests in Wilson Bowden Shares (if any) of all Barratt's concert parties. Further enquiries will be completed prior to publication of the Scheme Document or, as the case may be, the Offer Document. If such enquiries reveal any such interests, 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 'Dealing Disclosure Requirements' below. 20. Delisting, Re-registration and Compulsory Acquisition It is intended that the London Stock Exchange and the UKLA will be requested respectively to cancel trading in Wilson Bowden Shares on the London Stock Exchange's market for listed securities and to remove the listing of the Wilson Bowden Shares from the Official List, on, or shortly after, the date on which the Scheme becomes Effective. If the Acquisition is effected by way of the Offer, it is anticipated that cancellation of listing and trading will take effect no earlier than 20 Business Days after Barratt has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Wilson Bowden Shares. Delisting would significantly reduce the liquidity and marketability of any Wilson Bowden Shares not assented to the Offer at that time. If the Acquisition is effected by way of the Offer and Barratt receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Wilson Bowden Shares and voting rights to which the Offer relates, Barratt intends to exercise its rights to acquire compulsorily the remaining Wilson Bowden Shares in respect of which the Offer has not been accepted. As soon as possible after the Effective Date, it is intended that Wilson Bowden be re-registered as a private limited company. 21. General and Documentation The Acquisition will be subject to the conditions and further terms set out herein and in Appendix 1 and to the full terms and conditions which will be set out 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 as these documents are sent to Wilson Bowden Shareholders, the Prospectus and the Barratt Shareholder Circular convening the Barratt Extraordinary General Meeting will 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 Robertson Mark Clare Mark 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 Packshaw Hugo 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-Coutts John 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 Baker Chris Lynch Alastair Cochran Nick 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 in Appendix 1. The bases and sources of certain financial information contained in this announcement are set out in Appendix 2. Certain definitions and terms used in this announcement are set out in Appendix 3. UBS is acting as exclusive financial adviser and joint-broker to Barratt, and no one else in connection with the Acquisition, and will not be responsible to anyone other than Barratt for providing the protections afforded to the clients of UBS nor for providing advice in relation to the Acquisition or any other matter referred to herein. Credit Suisse is acting as joint-broker to Barratt in respect of the Acquisition, and no one else in connection with the Acquisition, and will not be responsible to anyone other than Barratt for providing the protections afforded to the clients of Credit Suisse nor for providing advice in relation to the Acquisition or any other matter referred to herein. HSBC, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Wilson Bowden in connection with the Acquisition and will not be responsible to anyone other than Wilson Bowden for providing the protections afforded to the clients of HSBC nor for providing advice 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 in connection with the Acquisition and will not be responsible to anyone other than Wilson Bowden for providing the protections afforded to the clients of Bridgewell nor for providing advice in relation to the Acquisition or any other matter referred to herein. Morgan Stanley is acting as joint-broker to Wilson Bowden, and no one else in connection with the Acquisition and will not be responsible to anyone other than Wilson Bowden for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Acquisition or any other matter referred to herein. Rothschild, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as exclusive financial adviser to the Wilson Family and no one else in relation to the Acquisition and will not be responsible to anyone other than the Wilson Family for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein. Overseas Jurisdictions 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 does not constitute 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. Wilson Bowden Shareholders are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. In particular, this announcement is not an offer of securities for sale in the United States and the New Barratt Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the 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 New Barratt Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Barratt Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the New Barratt Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Wilson Bowden Shareholders (whether or not US persons) who are or will be 'affiliates' of Wilson Bowden or Barratt prior to, or of Barratt after, the Effective Date will be subject to certain transfer restrictions relating to the New Barratt Shares received in connection with the Scheme. Unless Barratt otherwise determines, relevant clearances and registrations have not 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 in compliance with applicable securities laws of any jurisdiction. The Loan Notes have not been, nor will they be, registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and the Loan Notes are not being offered in, and may not be transferred into, the United States. The Loan Notes may not (subject to certain limited exceptions) be offered, sold, transferred or delivered, directly or indirectly, in any other jurisdiction (including, without limitation, in Australia, Canada or Japan) where to do so would violate the laws of that jurisdiction or would require registration thereof in such jurisdiction. Notice to US Investors in Wilson Bowden: The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. If Barratt decides to implement the Acquisition by way of the Offer, it will be made in satisfaction of the procedural and filing requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of the Offer, the New Barratt Shares to be issued in connection with such Offer will not be registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Barratt does not intend to register any such New Barratt Shares or part thereof in the United States or to conduct 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 current expectations or beliefs, as well as assumptions about future events. These statements are based on the current expectations of the management of Barratt and are naturally subject to uncertainty and changes in circumstances. Undue reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Barratt's plans and objectives, to differ materially from those expressed or implied in the forward looking statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are Barratt's ability to combine successfully the businesses of Wilson Bowden and Barratt and to realise expected synergies from that 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 required by the Listing Rules and the rules of the London Stock Exchange) to revise or update any forward looking statement contained in this announcement, regardless of whether that statement is affected as a result of new information, future events 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 respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. on the London business day following the date of the relevant transaction. This requirement will continue until the Scheme becomes Effective, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends (or, if Barratt elects to effect the Acquisition by way of the Offer, until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends). If two or more persons act together 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 'relevant securities' of Barratt or Wilson Bowden by Barratt or Wilson Bowden, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required 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 date falling 180 days after the date when the Scheme Document (or, as the case may be, 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 the jurisdiction of the English courts, to the Conditions set out in this announcement and in the formal Scheme Document and to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UKLA. 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 not less than three-fourths in value, of the holders of Wilson Bowden Shares who are on 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 at any adjournment thereof); (b) the resolutions required to implement the Scheme being passed at the Wilson Bowden Extraordinary General Meeting (or at any adjournment thereof); and (c) the sanction (with or without modification (but subject to such modification being acceptable to Barratt and Wilson Bowden)) of the Scheme and the confirmation of the Capital Reduction by the Court, office copies of the Court Orders and of the Minute being delivered for registration to the Registrar of Companies and the registration of the Second Court Order confirming the Capital Reduction with the Registrar of Companies. 2. The Acquisition will be conditional upon the passing at the Barratt Extraordinary General Meeting (or at any adjournment thereof) of such resolution or resolutions as are necessary to approve, implement and effect the Acquisition and the acquisition of Wilson Bowden Shares pursuant to the Acquisition or otherwise (as such resolutions may be set out in the Barratt Shareholder Circular, including a resolution or resolutions to increase the share capital of Barratt and authorise the creation and allotment of the New Barratt Shares). 3. In addition, Wilson Bowden and Barratt have agreed that the necessary actions to make the Acquisition Effective will not be taken unless the following conditions (as amended if appropriate) have been satisfied or waived: (a) if the Acquisition qualifies for investigation by the Office of Fair Trading under the merger provisions of the Enterprise Act 2002, the Office of Fair Trading indicating, in terms reasonably satisfactory to Barratt, that the proposed Acquisition or any matter arising therefrom or related thereto will not be referred to the Competition Commission; (b) the admission to the Official List of the New Barratt Shares to be issued in connection with the Acquisition becoming effective in accordance with the Listing Rules and the admission of such shares to trading becoming effective or, if Barratt so determines, the UKLA agreeing to admit such shares to the Official List and the London Stock Exchange agreeing to admit such shares to trading subject to (i) the allotment of such shares and/or (ii) the Acquisition becoming Effective; (c) except as disclosed in Wilson Bowden's annual report and accounts for the year ended 31 December 2005 and the interim results for the six-month period ended on 30 June 2006 or as fairly disclosed in any public announcement made to a Regulatory News Service by Wilson Bowden prior to the date of this announcement or as fairly disclosed in writing by or on behalf of Wilson Bowden to Barratt or its advisers or otherwise fairly disclosed by Wilson Bowden or its advisers to Barratt or its advisers prior to the date of this announcement or in the Data Room, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the wider Wilson Bowden Group is a party or by which or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition of any shares or other securities in Wilson Bowden or because of a change in the control or management of Wilson Bowden or otherwise, would or might reasonably be expected to result in (in any case to an extent which is or would be material in the context of the wider Wilson Bowden Group taken as a whole): (i) any moneys borrowed by or any other indebtedness in the nature of borrowing of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken thereunder; (iii) any assets or interests of any such member being or falling to be disposed of or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any such member; (iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member; (v) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected; (vi) any such member ceasing to be able to carry on business under any name under which it presently does so; or (vii) the creation of any liability, actual or contingent, by any such member, and no event having occurred which, under any provision of any such agreement, arrangement, licence, permit or other instrument could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (vii) of this 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 or person whatsoever in any jurisdiction (each a 'Third Party'), except for the Office of Fair Trading, having decided to take, institute, implement or threaten in writing any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other similar steps (in each case, an 'intervention' (with 'intervene' being construed accordingly)), in each case which is material in the context of the wider Barratt Group or wider Wilson Bowden Group taken as a whole, which in any such case would reasonably be expected to: (i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the wider Barratt Group or any member of the wider Wilson Bowden Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability 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 thereof which; (ii) require, prevent or delay the divestiture by any member of the wider Barratt Group of any shares or other securities in Wilson Bowden; (iii) impose any limitation on, or result in a delay in, the ability of any member of wider the Barratt Group to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the wider Wilson Bowden Group or the wider Barratt Group or to exercise management control over any such member; (iv) otherwise materially adversely affect the business, assets or profits of any member of the wider Barratt Group or of any member of the wider Wilson Bowden Group; (v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Barratt or any member of the Barratt Group of any shares or other securities in, or control of Wilson Bowden void, illegal or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith; (vi) except in the case of the Barratt Group in relation to the Acquisition pursuant to Schedule 2 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, require any member of the wider Barratt Group or the wider Wilson Bowden Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the wider Wilson Bowden 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 be able 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 Third Party could intervene under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Wilson Bowden Shares having expired, lapsed or been terminated; (e) all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the wider Barratt Group of any shares or other securities in, or control of, Wilson Bowden and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (collectively, 'Consents'), reasonably deemed necessary or appropriate by Barratt for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Wilson Bowden by any member of the wider Barratt Group having been obtained in terms and in a form reasonably satisfactory to Barratt from all appropriate Third Parties or persons with whom any member of the wider Wilson Bowden Group has entered into contractual arrangements, in each case where the absence of such Consent would have a material adverse effect on the wider Wilson Bowden Group taken as a whole, and all such Consents, together with all material Consents necessary or appropriate to carry on the business of any member of the Wilson Bowden Group which is material remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition otherwise becomes Effective; (f) except as disclosed in Wilson Bowden's annual report and accounts for the year ended 31 December 2005 and interim results for the six-month period ended on 30 June 2006 or as fairly disclosed in any public announcement made to a Regulatory News Service by Wilson Bowden prior to the date of this announcement or as fairly disclosed in writing by or on behalf of Wilson Bowden to Barratt or its advisers or otherwise fairly disclosed by Wilson Bowden or its advisers to Barratt or its advisers prior to the date of this announcement 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 Group who are wholly owned subsidiaries or between members of the Wilson Bowden Group who are all wholly owned subsidiaries or for Wilson Bowden Shares issued pursuant to the exercise of options granted or vesting of awards made under the Wilson Bowden Share Schemes, issued, authorised or agreed to the issue of additional shares of any class; (ii) save as between Wilson Bowden and members of the Wilson Bowden Group who are wholly owned subsidiaries or between members of the Wilson Bowden Group who are all wholly owned subsidiaries or for the grant of options or making of awards under the Wilson Bowden Share Schemes, issued, agreed to issue or authorised the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities; (iii) other than to another member of the Wilson Bowden Group, recommended, declared, paid or made or agreed to recommend, declare, pay or make any 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 six month 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 or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and to an extent which is material in the 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 the ordinary course of business and save for transactions between members of the Wilson Bowden Group, incurred or increased any borrowing or indebtedness in the nature of borrowing or become subject to any guarantee or contingent liability; (vii) save as between Wilson Bowden and members of the Wilson Bowden Group who are wholly owned subsidiaries or between members of the Wilson Bowden Group who are all wholly owned subsidiaries, purchased, redeemed or repaid or agreed to purchase, redeem or repay any of its own shares or other securities or reduced 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 Group who are wholly owned subsidiaries or between members of the Wilson Bowden Group who are all wholly owned subsidiaries, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation or scheme otherwise than in the ordinary course of business which in each case is material in the context of the Wilson Bowden Group taken as a whole or entered into or varied the terms of any contract with any Wilson Bowden Director or senior executive; (ix) entered into or authorised or agreed to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wilson Bowden Group or which involves or could involve an obligation of such a nature or magnitude and which in each case is material in the context of the Wilson Bowden Group taken as a whole; (x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings instituted or petition presented for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any part of its assets and revenues or any analogous proceedings in any jurisdiction or had any such person appointed and which in each case is material in the context of the Wilson Bowden Group taken as a whole; (xi) waived or compromised any claim, otherwise than in the ordinary course of business, which in each case is material in the context of the Wilson Bowden Group taken as a whole; (xii) made any change to (A) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wilson Bowden Group for its directors, employees or their dependants, (B) the benefits which accrue or to the pensions which are payable thereunder, (C) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined or (D) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made in any such case, which has an effect that 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 share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the wider Wilson Bowden Group; or (xiv) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events 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 its wholly-owned subsidiaries; (g) since 31 December 2005 and except as disclosed in Wilson Bowden's annual report and accounts for the year then ended and the interim results for the six-month period ended on 30 June 2006 or fairly disclosed in any public announcement made to a Regulatory News Service by Wilson Bowden prior to the date of this announcement or as fairly disclosed in writing by or on behalf of Wilson Bowden to Barratt or its advisers or otherwise fairly disclosed by Wilson Bowden or its advisers to Barratt or its advisers prior to the date of this 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 wider Wilson Bowden Group which in any case is material in the context of the Wilson Bowden Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the wider Wilson Bowden Group is or may become a party (whether as a plaintiff, defendant or otherwise) having been instituted announced or threatened in writing by or against or remaining outstanding in respect of any member of the wider Wilson Bowden Group which in any such case is material in the context of the Wilson Bowden Group taken as a whole; and (iii) no contingent or other liability of any member of the wider Wilson Bowden Group having arisen or become apparent to Barratt which in any case is material in the context of the Wilson Bowden Group taken as a whole; (h) except as disclosed in Wilson Bowden's annual report and accounts for the year ended 31 December 2005 and the interim results for the six-month period ended 30 June 2006 or fairly disclosed in any public announcement made to a Regulatory News Service by Wilson Bowden prior to the date of this announcement or as fairly disclosed in writing by or on behalf of Wilson Bowden to Barratt or its advisers or otherwise fairly disclosed by Wilson Bowden or its advisers to Barratt or its advisers prior to the date of this announcement or in the Data Room, Barratt not having discovered: (i) that any financial, business or other information concerning the wider Wilson Bowden Group as contained in the information publicly disclosed at any time by or on behalf of any member of the wider Wilson Bowden Group or otherwise disclosed by or on behalf of Wilson Bowden to Barratt or its advisers is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to Barratt or its advisers which in any case is material 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 a significant economic interest and which is not a subsidiary undertaking of the Wilson Bowden Group is subject to any material liability (contingent or otherwise); or (iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the wider Wilson Bowden Group to an extent which is material in the context of the Wilson Bowden Group taken as a whole; and (i) Barratt not having discovered that: (i) any past or present member of the wider Wilson Bowden Group has failed to comply with any and/or all applicable legislation or regulation of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the wider Wilson Bowden Group which in any case is material in the context of the wider Wilson Bowden Group taken as a whole; or (ii) there is, or is likely to be, any material liability (actual or contingent) of any past or present member of the wider Wilson Bowden Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the wider Wilson Bowden group, under any environmental legislation, regulation, notice, circular or order of any Third Party. Subject to the requirements of the Panel, Barratt reserves the right to waive all or any of the above Conditions, in whole or in part, except Conditions 1, 2 and 3(b). Barratt shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions by a date earlier than the latest date specified above for the fulfilment of that Condition, notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment. For the purposes of these Conditions the 'wider Wilson Bowden Group' means Wilson Bowden and its subsidiary undertakings, associated undertakings and any other undertaking in which Wilson Bowden and/or such undertakings (aggregating their interests) have a significant interest and the 'wider Barratt Group' means Barratt and its subsidiary undertakings, associated undertakings and any other undertaking in which Barratt and/or such undertakings (aggregating their interests) have a significant interest and for these purposes 'subsidiary', ' subsidiary undertaking', 'associated undertaking' and 'undertaking' have the meanings given by the Companies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose, and 'significant interest' means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in that Act). If Barratt is required by the Panel to make an offer for Wilson Bowden Shares under the provisions of Rule 9 of the Code, Barratt may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule. Barratt and Wilson Bowden have agreed that Barratt may, if it so determines and in its absolute discretion, implement the Acquisition by way of a takeover offer for the entire issued and to be issued share capital of Wilson Bowden, 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. In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments including (without limitation) an acceptance condition set at 75 per cent. of the shares to which the Acquisition relates or such other percentage as may be required by the Panel and subject to the availability of an exemption from registration for the New Barratt shares under the Securities Act), so far as applicable, as those which would apply to the implementation of the Acquisition by means of the Scheme. The Acquisition will not proceed if, after the date of this announcement and before the Wilson Bowden Extraordinary General Meeting, the Acquisition is referred to the Competition Commission. The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts, to the Conditions set out in this announcement and in the formal Scheme Document and to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UKLA. PART B Certain further terms of the Acquisition Fractions of New Barratt Shares will not be allotted or issued to Wilson Bowden Shareholders pursuant to the Acquisition. Fractional entitlements to New Barratt Shares will be aggregated and sold in the market and the net proceeds of sale paid pro rata to persons entitled thereto. In the event that the Acquisition is to be implemented by way of the Offer, the Wilson Bowden Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. Any new Wilson Bowden Shares issued to Barratt or its 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 pari passu in all respects with the Barratt Shares in issue at the time the New Barratt Shares are issued pursuant to the Acquisition, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date. The New Barratt Shares will not rank for the interim dividend in respect of the half year ended 31 December 2006. Applications will be made to the UKLA for the New Barratt Shares to be admitted to the Official List and to the London Stock Exchange for the New Barratt Shares to be admitted to trading on the London Stock Exchange's market for listed securities. This announcement does not constitute 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. Wilson Bowden Shareholders are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. In particular, this announcement is not an offer of securities for sale in the United States and the New Barratt Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the 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 New Barratt Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Barratt Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the New Barratt Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Wilson Bowden Shareholders (whether or not US persons) who are or will be 'affiliates' of Wilson Bowden or Barratt prior to, or of Barratt after, the Effective Date will be subject to certain transfer restrictions relating to the New Barratt Shares received in connection with the Scheme. Unless Barratt otherwise determines, relevant clearances and registrations have not 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 in compliance with applicable securities laws of any jurisdiction. The Loan Notes have not been, nor will they be, registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and the Loan Notes are not being offered in, and may not be transferred into, the United States. The Loan Notes may not (subject to certain limited exceptions) be offered, sold, transferred or delivered, directly or indirectly, in any other jurisdiction (including without limitation, in Australia, Canada or Japan) where to do so would violate the laws of that jurisdiction or would require registration thereof in such jurisdiction. Appendix 2 Bases and Sources 1 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 context requires 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 Companies associated 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 any Meeting' 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 are references 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 Court will be requested to sanction the Scheme at an initial Court hearing, and that the Court will be requested to confirm the Capital Reduction at a subsequent Court hearing two days later, although the parties reserve the right to request the Court to sanction the Scheme and confirm the Capital Reduction at a single Court hearing. APPENDIX 4 SCHEDULE OF IRREVOCABLE UNDERTAKINGS Details of the irrevocable undertakings provided to Barratt to vote in favour of the 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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