Result of EGM

Taylor Woodrow PLC 29 May 2007 29 May 2007 Merger of Taylor Woodrow and George Wimpey to create Taylor Wimpey, the largest UK Housebuilder Announcement of Results of Extraordinary General Meeting Taylor Woodrow plc ('Taylor Woodrow' or the 'Company') announces that at the Taylor Woodrow Extraordinary General Meeting (the 'EGM') held earlier today for Taylor Woodrow Shareholders to approve the proposed all-share merger (the ' Merger') with George Wimpey Plc ('George Wimpey') to create Taylor Wimpey plc, and certain associated resolutions, all the resolutions put to the EGM were approved by the Company's shareholders. All resolutions proposed at the EGM were carried on a show of hands. Information on the proxy votes lodged for resolutions passed at the EGM are set out below and will be shortly displayed on Taylor Woodrow's website at http:// www.taylorwoodrow.com/Homepage/InvestorRelations/ShareholderInformation/EGM. On 17 May 2007, the Office of Fair Trading announced its decision not to refer the Merger to the Competition Commission, thereby satisfying the condition to the implementation of the Merger in this respect. Completion of the Merger remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions as set out in Part 3 of the Scheme Document dated 4 May 2007 sent to George Wimpey Shareholders, including, among other things, the approval by George Wimpey Shareholders of the Scheme and the Scheme Meeting and of the resolutions in connection with the Scheme at the George Wimpey Extraordinary General Meeting and the sanction of the Scheme by the High Court. The expected timetable for the implementation of the Merger is as follows: Scheme Meeting(1) 10.30 a.m. on 4 June 2007 George Wimpey Extraordinary General Meeting(1) 10.45 a.m. on 4 June 2007(2) First Court hearing to sanction the Scheme 26 June 2007 Second Court hearing to confirm the Capital Reduction 2 July 2007 Scheme Record Time 6.00 p.m. on 2 July 2007 Effective Date of the Scheme 3 July 2007(3) De-listing of George Wimpey Shares 3 July 2007(3) Issue of Taylor Wimpey Shares 3 July 2007(3) Commencement of dealings on the London Stock Exchange of 3 July 2007(3) Taylor Wimpey Shares Crediting of Taylor Wimpey Shares to CREST accounts 3 July 2007(3) Latest date for despatch of share certificates in respect of 17 July 2007(3) Taylor Wimpey Shares (1) The Scheme Meeting and the George Wimpey Extraordinary General Meeting will both be held at Victoria Park Plaza, 239 Vauxhall Bridge Road, London SW1V 1EQ. (2) Or as soon thereafter as the Scheme Meeting shall have concluded. (3) These dates are indicative only and will depend, among other things, on the date upon which the Conditions are either satisfied or (if capable of waiver) waived and the dates upon which the Court sanctions the Scheme and confirms the Capital Reduction. Unless stated otherwise, terms defined in the Prospectus dated 4 May 2007 shall have the same meaning in this announcement. Copies of the resolutions passed at the EGM have been submitted to the UK Listing Authority and will be shortly available for inspection by the public during normal business hours any weekday (public holidays excepted) at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Enquiries: Taylor Woodrow plc George Wimpey Plc Tel: +44 121 600 8520 Tel: +44 20 7963 6352 Ian Smith Peter Redfern Peter Johnson Andrew Carr-Locke UBS Investment Bank JPMorgan Cazenove (lead financial adviser and joint-broker to Taylor (sole financial adviser and joint-broker to Woodrow) George Wimpey) Tel: +44 20 7568 1000 Tel: +44 20 7588 2828 Tom Cooper Mark Breuer Bill Hutchings Andrew Truscott James Robertson Richard Cotton Morgan Stanley Hoare Govett (joint financial adviser and joint-broker to Taylor (joint-broker to George Wimpey) Woodrow) Tel: +44 20 7425 8000 Tel: +44 20 7678 8000 Gavin MacDonald Antonia Rowan Jean-Eudes Renier Luke Simpson Peter Moorhouse Finsbury The Maitland Company (PR adviser to Taylor Woodrow) (PR adviser to George Wimpey) Tel: +44 20 7251 3801 Tel: +44 20 7379 5151 James Murgatroyd Liz Morley JPMorgan Cazenove is acting as sole financial adviser and joint-broker to George Wimpey in connection with the Merger and will not be responsible to anyone other than George Wimpey for providing the protections afforded to the clients of JPMorgan Cazenove nor for providing advice in relation to the Merger or any other matter referred to herein. Hoare Govett is acting as joint-broker to George Wimpey, and no one else in connection with the Merger and will not be responsible to anyone other than George Wimpey for providing the protections afforded to the clients of Hoare Govett nor for providing advice in relation to the Merger or any other matter referred to herein. UBS is acting as lead financial adviser and joint-broker to Taylor Woodrow, and no one else in connection with the Merger and will not be responsible to anyone other than Taylor Woodrow for providing the protections afforded to the clients of UBS nor for providing advice in relation to the Merger or any other matter referred to herein. Morgan Stanley is acting as joint financial adviser and joint-broker to Taylor Woodrow, and no one else in connection with the Merger and will not be responsible to anyone other than Taylor Woodrow for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Merger or any other matter 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 is not intended to, and does not constitute, or form part of, 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. Shareholders of Taylor Woodrow and George Wimpey are advised to read carefully the Prospectus and the Scheme Document. In particular, this announcement is not an offer of securities for sale in the United States and the Taylor Wimpey Shares, which will be issued in connection with the Merger, have not been, and will not be, registered under the US 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 Taylor Wimpey Shares has been, or will be, applied for in any jurisdiction other than the UK. The Taylor Wimpey Shares may not be offered, sold, or, delivered, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an exemption from registration. It is expected that the Taylor Wimpey Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be ' affiliates' within the meaning of the US Securities Act of George Wimpey or Taylor Woodrow prior to, or of Taylor Wimpey after, the Effective Date will be subject to certain timing, manner of sale and volume restrictions relating to the Taylor Wimpey Shares received in connection with the Scheme. Proxy votes lodged for resolutions passed at the Taylor Woodrow Extraordinary General Meeting Company Name: Taylor Woodrow plc Meeting Date: 29/05/2007 Number of cards (shareholders) at meeting date: 11,702 Issued share capital at meeting date: 582,120,465 ordinary shares of 25p each (excluding 12,233,047 shares held in Treasury) Number of votes per share: One Meeting type AGM/EGM: EGM Resolution Shares For Shares Shares Shares Marked Poll Yes/No (No. as noted on proxy form) Discretionary Against As Votes Withheld / Abstentions 1. To approve the merger of 347,089,156 378,003 739,121 11,740,638 No the Company with George Wimpey plc and the issue of shares in connection with it 2. To approve the increase 331,963,931 14,469,952 1,327,357 11,808,378 No in the authorised share capital of the Company and grant the directors of the Company authority to allot shares 3. To increase the total 330,466,314 14,538,680 2,759,691 12,182,233 No amount which may be paid in respect of directors' fees to £1,000,000 p.a. 4. To grant the directors of 333,533,612 14,667,374 343,898 11,402,034 No the Company authority to make market purchases of the shares 5. To change the name of the 332,903,972 14,573,610 693,442 11,769,553 No Company to 'Taylor Wimpey plc' This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings