Offer Update

Taylor Woodrow PLC 19 February 2001 Taylor Woodrow plc Recommended Offer for Bryant Group plc Offer declared unconditional as to acceptances On 22nd January, 2001, Taylor Woodrow announced the terms of a recommended Offer for the entire issued and to be issued share capital of Bryant to be made by ABN AMRO Corporate Finance Limited on behalf of Taylor Woodrow. On 12th February, 2001, Taylor Woodrow announced that its shareholders had overwhelmingly approved the resolution relating to the Offer at the Extraordinary General Meeting held on that day. Pursuant to Rule 17 of the City Code, Taylor Woodrow announces that by 3.00 p.m. on Friday, 16th February, 2001, being the first closing date of the Offer, valid acceptances of the Offer had been received in respect of 224,264,963 Bryant Shares, representing approximately 83.07 per cent. of the current issued ordinary share capital of Bryant. Accordingly, the Offer has been declared unconditional as to acceptances and will remain open until further notice. Bryant Shareholders who have not yet accepted the Offer are urged to do so without delay. The Mix and Match Election shall remain open until further notice. Bryant Shareholders (other than certain overseas persons) who validly accept the Offer may continue to elect to receive Loan Notes under the Loan Note Alternative as an alternative to all or part of the cash consideration which would otherwise be receivable by them under the Offer, for so long as the Offer remains open for acceptance. Taylor Woodrow received irrevocable undertakings from the directors of Bryant to accept the Offer in respect of 547,426 Bryant Shares, representing approximately 0.2 per cent. of Bryant's existing issued share capital. Valid acceptances in respect of 366,612 of these shares have been received and are included in the acceptances referred to above. The further outstanding 180,814 shares will be assented to the Offer when the Offer has been declared wholly unconditional. The Taylor Woodrow Pension Fund, who are deemed to be acting in concert with Taylor Woodrow, own 581,954 Bryant Shares. A valid acceptance in respect of all of these shares has been received and is included in the acceptances referred to above. Save for this shareholding, neither Taylor Woodrow nor any person acting, or deemed to be acting, in concert with Taylor Woodrow held any Bryant Shares or rights over Bryant Shares prior to the Offer period and neither Taylor Woodrow nor any person acting, or deemed to be acting, in concert with Taylor Woodrow has acquired or agreed to acquire any Bryant Shares or rights over Bryant Shares since the Offer period commenced (other than pursuant to acceptances of the Offer). Terms defined in the Offer Document dated 26th January, 2001 have the same meaning in this announcement save where the context requires otherwise. Enquiries: Taylor Woodrow Tony McGarahan 01784 428767 Director of Corporate (direct line) Relations 07796 276342 (mobile) Citigate Dewe Martin Jackson 020 7638 9571 Rogerson The directors of Taylor Woodrow plc accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 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. The Offer is not being made directly or indirectly, in or into, or by use of the mails of, or by any other means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia or Japan, and the Offer should not be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of this announcement are not being mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan and persons receiving this announcement, must not forward, distribute or send it in or into or from the United States, Canada, Australia or Japan. Neither the New Taylor Woodrow Shares nor the Loan Notes have been, nor will they be, registered under the Securities Act or under the relevant securities laws of any state or other jurisdiction of the United States, nor have relevant clearances been, nor will they be, obtained from any securities commission or similar authority of any province or territory of Canada, and no prospectus has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and neither the New Taylor Woodrow Shares nor the Loan Notes have been, nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, unless an exemption under relevant securities law is available, neither the New Taylor Woodrow Shares nor the Loan Notes may be offered, sold, re-sold or delivered, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. 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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