Further re Possible Offer

Taylor Woodrow PLC 12 January 2001 Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan Taylor Woodrow plc Further re. possible offer for Bryant Group plc Taylor Woodrow is disappointed by the announcement made by the Board of Bryant Group plc rejecting Taylor Woodrow's approach earlier today, which Taylor Woodrow believes to be against the best interests of Bryant's shareholders. Subject to the fulfilment of certain pre-conditions, Taylor Woodrow announces that it would be prepared to make an offer of: 55p in cash plus 0.8 new Taylor Woodrow shares for each Bryant share This represents a significant increase in the cash element of Taylor Woodrow's proposed offer compared to that announced on 11th January, 2001. The terms value each Bryant share at approximately 200p per share, a premium of over 22% to the Bryant share price (based on Bryant's and Taylor Woodrow's closing share prices of 163.5p and 181.5p, respectively, on 10th January, 2001, the day prior to the announcement of Taylor Woodrow's approach to Bryant earlier this week). The offer would value the current issued share capital of Bryant at approximately £537m, just over £147m of which would be satisfied in cash, which compares with the significant deferral of cash under the Domus merger. On the basis of public information available to it, the Board of Taylor Woodrow considers that cost savings and margin improvements in the range of £10-15m per annum are achievable. The pre-conditions to the making of an offer remain: - the offer by Bryant for Beazer not being completed; - confirmation from the Board of Bryant that, having been so advised, they will recommend Bryant shareholders to accept the Taylor Woodrow offer and such recommendation not being withdrawn; and - satisfactory completion of a focussed 2 to 3 day due diligence review, the outline scope of which has already been provided to Bryant. The pre-conditions can be waived at the discretion of Taylor Woodrow. There can be no certainty that any such offer will be made even if the pre- conditions are met. Taylor Woodrow believes its offer would represent a significant increase in value to Bryant shareholders when compared with the proposed merger between Bryant and Beazer to form Domus. Keith Egerton, Group Chief Executive of Taylor Woodrow, said: '2000 has been an excellent year for Taylor Woodrow. The offer that has been proposed would be a significant step in our strategy to grow our UK housing business. A partnership with Bryant would be a good strategic fit and a powerful force in the sector. We do not understand why Bryant will not talk to us - we are ready and waiting. 'Taylor Woodrow has over a period of months requested discussions with the Board of Bryant, and a limited amount of due diligence information upon which to confirm its possible offer. Regrettably, the Board of Bryant has consistently refused to enter into discussions or provide any information. 'Taylor Woodrow continues to believe that dialogue is in the best interests of the shareholders of both parties.' Enquiries: Tony McGarahan, Director of Corporate Relations, 020 7638 9571 Taylor Woodrow plc on 12th January, 2001 at Citigate Dewe Rogerson or mobile 07796 276342 Martin Jackson, Citigate Dewe Rogerson 020 7638 9571 ABN AMRO Corporate Finance Limited, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Taylor Woodrow and no-one else in connection with the offer and will not be responsible to anyone other than Taylor Woodrow for providing the protections afforded to customers of ABN AMRO Corporate Finance Limited or for giving advice in relation to the offer. ABN AMRO Corporate Finance Limited has authorised the issue of this announcement solely for the purposes of section 57 of the Financial Services Act 1986. This announcement does not constitute an offer or an invitation to purchase any securities.
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