Offer Update

Taylor Woodrow PLC 02 October 2003 Not for release, publication or distribution in or into any US Restricted Jurisdiction, Canada, Australia or Japan Recommended Offer by UBS Investment Bank and HSBC Bank plc on behalf of Taylor Woodrow plc (and in the United States by Taylor Woodrow plc) for Wilson Connolly Holdings Plc Offer declared wholly unconditional For immediate release 2 October 2003 Further to the announcement earlier today, Taylor Woodrow also announces that all of the conditions of the Offer as set out in the Offer Document dated 1 September 2003 have now been satisfied or waived, subject only to the admission of the New Taylor Woodrow Ordinary Shares becoming effective in accordance with the Listing Rules and the admission of such shares to the London Stock Exchange's market for listed securities becoming effective ('Admission'). Accordingly, the Offer has been declared wholly unconditional subject only to Admission which is expected to become effective at 8.00 a.m. on 3 October 2003. The Offer, including the Loan Note Alternative, and the Dividend Election Facility which were extended earlier today will now remain open until further notice. Taylor Woodrow confirms that sufficient elections under the Loan Note Alternative have been received for Loan Notes to be issued to those Wilson Connolly Ordinary Shareholders who elected to receive them. As announced earlier today, the Mix and Match Facility will remain open until 3.00 p.m. on 8 October 2003 but will then close. Settlement will be effected on or before 16 October 2003 to such Wilson Connolly Ordinary Shareholders who have already validly accepted the Offer. Settlement for Wilson Connolly Ordinary Shareholders who validly accept the Offer from today onwards will be effected within fourteen days of receipt of their valid acceptance. Taylor Woodrow also announces that as a result of the Offer having been declared wholly unconditional, Iain Napier and Peter Johnson will be appointed as directors of Wilson Connolly with immediate effect and by mutual agreement all of the other directors of Wilson Connolly, with the exception of Graeme McCallum, will be resigning from office. Formal regulatory announcements with details of these changes will be made by Wilson Connolly. Taylor Woodrow is also pleased to announce that Graeme McCallum (currently Wilson Connolly's Chief Executive) will be appointed a director of Taylor Woodrow with effect from Monday 6 October 2003. In connection with the appointments of Messrs Napier and Johnson to the board of Wilson Connolly and Mr McCallum to the board of Taylor Woodrow, Taylor Woodrow confirms that there are no details requiring disclosure under paragraphs 6.F.2 (b) to (g) of the Listing Rules of the Financial Services Authority. Taylor Woodrow intends, as soon as practicable, to procure the making of an application by Wilson Connolly to the UK Listing Authority for cancellation of the listing of the Wilson Connolly Ordinary Shares on the Official List and to the London Stock Exchange for the cancellation of trading of Wilson Connolly Ordinary Shares on the London Stock Exchange's market for listed securities. Following cancellation of Wilson Connolly's listing and admission to trading, Taylor Woodrow will use all reasonable endeavours to procure payment of the interim dividend of 3 pence per Wilson Connolly Ordinary Share as soon as practicable to those Wilson Connolly Ordinary Shareholders who have already validly accepted the Offer and elected as part of their acceptance to receive that dividend. Terms defined in the Offer Document dated 1 September 2003 shall have the same meaning in this announcement. For further information or enquiries, please contact: Taylor Woodrow Ian Morris, Corporate Communications Phone: 0121 600 8520/07816 518 767 Jonathan Murrin, Investor Relations Phone 0121 600 8521/07816 518 718 UBS Investment Bank Michael Lacey-Solymar Duncan Williams Bill Hutchings Phone: 020 7567 8000 HSBC Charles Packshaw Nick McCarthy Clive Rates Phone: 020 7991 8888 Financial Dynamics Scott Fulton Peter Otero Phone: 020 7269 7130/020 7269 7121 The Offer is not being made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document. UBS and HSBC (which is regulated in the United Kingdom by the Financial Services Authority) are 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 UBS and HSBC nor for giving advice in relation to the Offer. This information is provided by RNS The company news service from the London Stock Exchange
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