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Laing(John) PLC (LNGO)

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Wednesday 16 October, 2002

Laing(John) PLC

Disposal

Laing(John) PLC
16 October 2002



                                    JOHN LAING PLC

          PROPOSED DISPOSAL OF LAING HOMES LIMITED FOR £297.0 MILLION


John Laing plc today announces the sale of Laing Homes Limited, the UK private
house building arm of John Laing's house building division, to George Wimpey PLC
for approximately £297.0 million in cash.



The sale excludes the Group's interest in Beechcroft, Octagon, Laing Partnership
and US based WL Homes.  Aggregate net assets for all of these businesses at 30
June 2002 was £81.3 million.



Following completion of the disposal, John Laing will be a focused
infrastructure development, operation and investment business operating in the
growing UK and overseas markets for private sector financing and delivery of
public services.



The disposal provides John Laing with funds to repay Group debt and, with fresh
bank facilities, to exploit opportunities within the attractive PFI market with
a view to strengthening further its position in the PFI subsectors - roads,
rail, accommodation and airports & utilities.



Financial Details

•      The consideration will equal the book value of net assets of Laing Homes
on completion (projected, on a debt-free basis, to be circa £288.0 million) plus
an additional amount of £9.0 million. Consideration is payable in four
instalments: £30.0 million on completion, £50.0 million on 31 December 2002,
£120.0 million on 31 March 2003 and the balance on 31 December 2003


•      Up to £234.0m of the total value of the deferred instalments will be
available to John Laing immediately on completion through a bank facility with
recourse limited to the deferred payments from Wimpey.



•      In the year to 31 December 2001, Laing Homes generated sales of £311.6
million, operating profit of £50.9 million and, at 30 June 2002, had net assets
of £262.3 million (on a debt-free basis).



•      The Directors' valuation of Laing Investments' existing portfolio of 23
projects as at 30 June 2002 exceeded £220 million. Since June 2002, Laing
Investments has brought one further project to financial close, is sole or
preferred bidder on three further projects and is shortlisted on an additional
17 schemes.





Bill Forrester, Executive Chairman of John Laing, commented: "The Board believes
that the terms of the sale recognise the progress achieved by Laing Homes in
recent years and its competitive position in a consolidating house building
sector."



"The sale of Laing Homes marks the transformation of John Laing into a focused
infrastructure development, operation and investment business.  Its principal
business, Laing Investments, has shown a strong track record of growth and
financial performance to date and the Board believes there are excellent
prospects for accelerating its development in fast growing segments of the
market, through both organic growth and acquisition.  Today's disposal provides
John Laing with the firepower to exploit these opportunities, thereby enhancing
our ability to create shareholder value."



For further information, please contact:
John Laing plc                                                         020 7647 8800
Bill Forrester, Executive Chairman
Adrian Ewer, Finance Director
ING Barings                                                            020 7767 1000
Paul Newman/ Andrew Patterson
Finsbury Group                                                         020 7251 3801
Edward Orlebar/ Faeth Birch/ Charlotte Festing



A presentation to analysts will be held at 2.30pm today at the offices of ING
Barings, 60 London Wall, London, EC2M 5TQ.

ING Barings, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for John Laing and no one else in connection
with the Disposal and will not be responsible to anyone other than John Laing
for providing the protections afforded to clients of ING Barings, nor for giving
advice in relation to the Disposal or any other matter referred to in this
announcement.

                                 JOHN LAING PLC

          Proposed disposal of LAING Homes Limited for £297.0 million



Introduction

The Board of John Laing today announces that JL Homes, a wholly owned subsidiary
of John Laing, has entered into a conditional agreement for the sale of Laing
Homes, which represents the major part of the Group's UK house building
activities, to Wimpey for a total cash consideration expected to be in the
region of £297.0 million (£290.0 million net of transaction costs). The
consideration will equal the book value of net assets, excluding intra-group
debt, as at completion (projected to be in the region of £288.0 million) plus an
additional amount of £9.0 million. Of this total, £30.0 million will be paid on
completion and the remainder in deferred instalments on 31 December 2002, 31
March 2003 and 31 December 2003. The schedule of these payments is detailed in
the paragraph headed 'Principal terms of the Disposal' below.



The social housing activities of Laing Homes, which are carried on under the
name of Laing Partnership, and its related construction training business, Laing
Training, are excluded from the Disposal and have been transferred to entities
within the Continuing Group. These relatively small businesses, together with
Beechcroft, the Group's upmarket retirement house building business, and its
investment in Octagon, will represent the Continuing Group's remaining interests
in UK house building following completion of the Disposal.



In the statement which accompanied the Group's results for 2001, the Board was
pleased to report that John Laing had undergone significant change including the
sale of its construction business and that the Company was in a strong position
to consider its future prospects for growth. Following a strategic review, it
was concluded by the Board that this growth could be best delivered by focusing
on the Group's infrastructure investment business. The Board decided that, on
the right financial terms, greatest value for John Laing's shareholders could be
achieved by the disposal of the Group's house building activities (of which
Laing Homes forms by far the largest element) and the deployment of increased
financial resources in infrastructure development, operation and investment.



The Board believes that the terms of the Disposal recognise the progress
achieved by Laing Homes in recent years and its competitive position in a
consolidating house building sector. Moreover, the Board believes that the
Disposal, at this time, enhances the Group's ability to create shareholder value
from its infrastructure development, operation and investment activities. These
activities, carried out through Laing Investments, have shown a strong track
record of growth and financial performance hitherto and the Board believes there
are excellent prospects for accelerating their development in fast growing
segments of the market, through both organic growth and acquisition.



In view of its size, the Disposal is conditional upon the approval of John
Laing's shareholders. Accordingly, an extraordinary general meeting, at which a
resolution to approve the Disposal will be proposed, is to be held at 10.30 a.m.
on 1 November 2002.



Background to and reasons for the Disposal

The sale of Laing Construction in October 2001 formed a major element of John
Laing's strategy of focusing on asset-based businesses capable of generating
long-term sustainable earnings and capital growth. This strategy has hitherto
been implemented through the development of the Group's infrastructure
investment and house building activities. The Group's finances were strengthened
concurrently with the sale of Laing Construction through a rights issue and debt
reorganisation which gave the Group the resources to maintain a significant
presence in the two industries in which its remaining businesses were involved.
It is apparent, nonetheless, that house building on the one hand and
infrastructure development, operation and investment on the other are both
highly capital-intensive activities which require continued and growing
investment in order to exploit opportunities in their markets.



Following a strategic review instigated upon the appointment of Bill Forrester
as Chairman earlier this year, the Board concluded that, of the Group's two
principal activities, the infrastructure investment business had greater growth
prospects and should represent the Group's primary focus in the future. The
Board then explored the possibility of selling the Group's UK house building
interests as a means of ensuring that Laing Investments would have the financial
resources to take optimal advantage of the opportunities available.



The Board believes that, by focusing on its infrastructure business, John Laing
has the greatest prospect of enhancing total shareholder return. Such return
will be achievable both through the development of predictable and sustainable
earnings streams characteristic of infrastructure investments and through growth
in the value of infrastructure assets created and managed.



Against this background, the Board believes that Wimpey's offer for the entire
issued share capital of Laing Homes satisfactorily reflects the progress that
the business has made over the recent past notwithstanding the limitations on
its access to additional capital which were brought about by Laing
Construction's difficulties in 2001 and have constrained the business since
then.  Moreover, in an industry which has undergone significant consolidation in
recent years, Laing Homes and its employees will have the opportunity to be part
of one of the largest house builders in the UK. The Board believes that the
Disposal represents an excellent opportunity to realise full value for
shareholders for a major part of the Group and to establish a strong financial
platform from which to accelerate the development of the Continuing Group in a
number of important growth markets.



Information on Laing Homes

Laing Homes is a leading national house builder, comprising six operating
divisions across the Midlands and South East of England involved in private
housing development under the Laing Homes brand. In addition, until 9 October
2002, Laing Homes carried out social housing construction in Greater London
through a division, Laing Partnership, which operates in conjunction with Laing
Training, a provider of construction-related training to the unemployed. As
noted earlier, these relatively small businesses are excluded from the Disposal
and, in anticipation of the Disposal, have been transferred to entities within
the Continuing Group. The remaining subsidiaries of Laing Homes, namely Rockhold
Land Limited, which acquires and disposes of interests (options) in land,
Reverter Plus Limited, which holds ground rents for investment purposes, and
Laing Land Limited and Laing Retirement Homes Limited, both of which are
dormant, are included in the Disposal.



In the year ended 31 December 2001, Laing Homes completed 1,354 private home
sales generating a turnover of £311.6 million. Excluding contributions from
Laing Partnership and Laing Training, operating profits during the same period
were £50.9 million and net assets as at 31 December 2001 stood at £241.2 million
(excluding intra-group debt). The average selling price for private homes in the
year ended 31 December 2001 was £219,200.



For the six months ended 30 June 2002, excluding contributions from Laing
Partnership and Laing Training, Laing Homes improved its turnover by 27 per cent
over the turnover for the same period last year to £164.4 million and generated
an operating profit of £18.3 million. Net assets as at 30 June 2002 were £262.3
million (excluding intra-group debt). The average selling price for private
homes was £237,700 representing an increase of 8.4 per cent over the average of
£219,200 for the year to 31 December 2001.



As at 30 June 2002, the short-term land-bank of Laing Homes consisted of 2,771
owned plots of land, representing approximately two years of production at
current output levels. In addition, as at 30 June 2002, Laing Homes controlled a
further 1,242 plots.



Information on the Continuing Group

Following completion of the Disposal, the Continuing Group's principal business
activity will be infrastructure development, operation and investment, as
carried out by Laing Investments.



Laing Investments' interests range from health and education to roads, rail and
airports, defence, emergency services and utilities. This business is a leading
participant in the UK Government's Private Finance Initiative as well as in
wider Public Private Partnerships targeted at delivering major investment in key
public services.



Laing Investments' current portfolio of investments comprises 24 projects, four
in the rail sector, nine in accommodation, five in roads and a further six in
airport and utility projects. Of these projects 18 are now fully operational. In
addition, the business has been awarded sole or preferred bidder status on the
Greater Manchester Police facilities, Newham Hospital and Surrey County Council
headquarters and property estate projects and is shortlisted on a further 17
schemes.



Laing Investments creates value not only through operational trading profits but
also through growth in asset value. As at 30 June 2002, the Directors' valuation
of Laing Investments' portfolio was in excess of £220.0 million compared with a
book value of £139.4 million.



Following completion of the Disposal, the Continuing Group's remaining house
building interests will comprise its wholly owned subsidiary, Beechcroft, an
upmarket retirement house building business operating throughout the South of
England, together with a 22.5 per cent shareholding in the US residential
development company, WL Homes, and a 30 per cent shareholding in the premium
London-based house builder, Octagon. In addition, the Group is excluding Laing
Partnership and Laing Training from the Disposal. The net operating assets
attributable to these remaining house building interests as at 30 June 2002
amounted to £81.3 million.



Current trading and prospects for the Continuing Group

Laing Investments operated in what the Board considers to be favourable market
conditions in the first half of this year and the Board expect conditions to
remain broadly positive in the second half. Laing Investments has increased its
bidding activity during the course of this year and is trading in line with
budget. The Board believes that, in the longer term, the involvement of the
private sector in the financing and delivery of public services and
infrastructure investment is set to increase considerably, both in the UK and
overseas, and Laing Investments has the skills, expertise and capacity to take
advantage of opportunities arising as a result of that involvement.



The segments of the UK housing market in which Beechcroft and Octagon operate
remain buoyant although the rate of growth in house prices is undoubtedly
moderating from the levels witnessed in the first half of the year. Both
businesses are trading in line with their respective budgets and ahead of prior
year.



WL Homes continues to enjoy strong trading conditions in the USA with profits
ahead of prior year.



The Board believes that the financial and trading prospects of the Continuing
Group for the current financial year remain encouraging.



Principal terms of the Disposal

Laing Homes is being sold by JL Homes, a wholly owned subsidiary of the Company,
for an amount equal to the book value of the net assets, excluding intra-group
debt, of Laing Homes as at completion (projected to be in the region of £288.0
million) plus an additional amount of £9.0 million as compensation for the
deferred payment structure. The transaction will be effected by Wimpey acquiring
the whole of the issued share capital of Laing Homes and procuring the repayment
by Laing Homes of intra-group debt at completion. The aggregate amount payable
under these arrangements will be settled as to £30.0 million on completion of
the Disposal (which will include the repayment of intra-group debt), £50.0
million on 31 December 2002, £120.0 million on 31 March 2003 and the balance on
31 December 2003. The deferred instalments will represent unsecured obligations
of Wimpey though it should be noted, as referred to below, that the Company has
obtained a bridging facility from National Westminster Bank Plc pursuant to
which it will be entitled on completion to draw 90 per cent of the value of the
deferred instalments (subject to a facility limit of £234.0 million) with
recourse limited  to recoveries from Wimpey under the Agreement.



As noted earlier, Laing Partnership and Laing Training do not form part of the
Disposal and, in anticipation of this, have been transferred to entities within
the Continuing Group. Under those arrangements, the Continuing Group has agreed
to take over, perform and discharge all of the respective contractual
obligations of those businesses and has indemnified Laing Homes against any
liabilities arising therefrom.



Under the terms of the Disposal, the accrual of pension benefits of employees of
Laing Homes under the relevant Group pension schemes will continue until the
first anniversary of completion and then terminate. Those employees will then
have the option to transfer their benefits to a scheme (or schemes) operated by
Wimpey. To the extent that the value of the transfer then required to be made
from Group pension funds exceeds the share of funds attributable to those
employees, John Laing may be required to make up any shortfall.



Completion is conditional upon, inter alia, the passing of the Resolution at the
EGM and on the shareholders of Wimpey approving the acquisition of Laing Homes,
to be sought at an extraordinary general meeting of Wimpey's shareholders. A
condition also applies regarding the approval of the acquisition of Laing Homes
by Wimpey by the UK competition authorities. Completion is expected to take
place on 1 November 2002 or such later date as the parties to the Agreement may
agree being not later than 30 November 2002.



Financial effects of the Disposal

In conjunction with the sale of Laing Construction and the raising of new equity
through a rights issue last year, the Group renegotiated both its bank
facilities and its arrangements with the holders of the US$110 million of loan
notes 2010/12 issued by John Laing in 2000 (the "Loan Notes"). The resultant
debt facilities, which were made available to the Group until 31 August 2004,
imposed upon the Group a relatively inflexible framework of financial covenants
together with an interest rate margin which the Board does not believe is
commensurate with John Laing's improved financial position today. Moreover,
these debt facilities were secured on assets of the Group including those of
Laing Homes and it has been a prerequisite of the Disposal that arrangements
were put in place to enable the facilities to be repaid or refinanced on
completion.



Accordingly the whole of the initial instalment receivable under the terms of
the Disposal will be utilised, after meeting transaction costs estimated at £7.0
million, to repay a portion of Group debt.  The balance of the Group's debt will
be repaid on completion of the Disposal from new bank facilities which the
Company has secured conditional upon completion of the Disposal. The terms of
these new facilities are outlined below.



As indicated in the circular relating to last year's rights issue, the early
repayment of the Loan Notes will trigger the payment of a premium to the
noteholders. The prepayment premium formed part of the original issue terms of
the Loan Notes and broadly reflects the difference between current interest
rates and the fixed rate of interest payable to the noteholders. The amount so
payable on completion of the Disposal will depend on prevailing interest rates
but, as at 30 June 2002, would have been approximately £18 million (before
taking account of any available tax relief).



The second, third and fourth instalments receivable by the Continuing Group
under the terms of the Disposal will, when taken together with the Continuing
Group's new bank facilities, provide it with the liquid resources to accelerate
the expansion of its infrastructure development, operation and investment
activities. The areas in which these resources may be applied include:

-         meeting equity commitments in respect of Laing Investments' existing
portfolio of projects, five of which are in the construction phase;

-         meeting equity and other commitments in respect of those projects
within Laing Investments' bid pipeline, currently comprising 16 at a preliminary
stage, 17 at a shortlist stage and three for which Laing Investments is sole or
preferred bidder, which are brought to financial close;

-         providing general working capital for Laing Investments including the
finance for future bid costs;

-         the potential acquisitions from third parties of interests in existing
infrastructure projects, either individually or as portfolios; and

-         the continued development of the Continuing Group's management
capabilities, either organically or through acquisitions.



New bank facilities

National Westminster Bank Plc, a subsidiary of Royal Bank of Scotland plc, has
agreed to provide the Company with a bridging facility of up to £234.0 million
secured against, and repayable from, the three deferred instalments due from
Wimpey under the Agreement on 31 December 2002, 31 March 2003 and 31 December
2003. This facility provides for the recourse of National Westminster Bank Plc
to be limited to recoveries from Wimpey under the Agreement except to a limited
extent in certain circumstances. The facility is secured by way of an assignment
by JL Homes of its present and future right, title and interest in the
Agreement. The availability of the facility is subject to the Agreement being
completed and the existing financial indebtedness of the Group being discharged.



The Governor and Company of the Bank of Scotland and Lloyds TSB Bank plc have
agreed to provide the Company with a five-year multicurrency revolving credit
facility of up to £90.0 million, available by way of cash advances and/or
letters of credit. Each lender has also agreed to provide John Laing with
certain working capital facilities. The facilities are unsecured but are to be
guaranteed by the Company, Laing Investments, Hyder Investments Limited, Laing
Infrastructure Holdings Limited and Laing Investments Greenwich Limited and any
other member of the Group which owns more than 5 per cent in value of the
Group's investment assets.



Dividend policy

The Directors anticipate that, on the basis that the Disposal is completed and
in the absence of unforeseen circumstances, they will recommend a final dividend
for the year ending 31 December 2002 of 4.8 pence per Ordinary Share. Taken
together with the interim dividend of 2.0 pence per Ordinary Share paid earlier
this year, this is in accordance with the level of payout indicated in last
year's rights issue circular.



With respect to the longer term, the Directors recognise that total shareholder
return will derive from capital as well as earnings growth. The Company's
dividend policy will have regard not only to the level of future earnings from
the Continuing Group's principal business but also to the level of its operating
cashflow.



Board Change

Upon completion of the Disposal, Mr R.S. Lidgate will step down as a director of
the Company. The Board would like to take this opportunity to thank Mr Lidgate
for his substantial contribution to the Group during his 10 years of service as
chief executive of Laing Homes.



Extraordinary General Meeting

An EGM is to be held at 10.30 a.m. on 1 November 2002, at which the resolution
necessary to approve the disposal will be put to shareholders for approval.



For further information, please contact:
John Laing plc                                                         020 7647 8800
Bill Forrester, Executive Chairman
Adrian Ewer, Finance Director
ING Barings                                                            020 7767 1000
Paul Newman/ Andrew Patterson
Finsbury Group                                                         020 7251 3801
Edward Orlebar/ Faeth Birch/ Charlotte Festing



ING Barings, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for John Laing and no one else in connection
with the Disposal and will not be responsible to anyone other than John Laing
for providing the protections afforded to clients of ING Barings, nor for giving
advice in relation to the Disposal or any other matter referred to in this
announcement.


Definitions



The following definitions apply throughout this announcement unless stated
otherwise:


"Agreement"                         the agreement dated 16 October 2002 between JL Homes (1), Wimpey (2) and
                                    John Laing (3) in relation to the sale and purchase of the entire issued
                                    share capital of Laing Homes
"Beechcroft"                        Beechcroft Limited, a wholly owned subsidiary of JL Homes
"Board" or "Directors"              the directors of John Laing
"Continuing Group"                  the Laing Group following the Disposal
"Disposal"                          the proposed disposal of Laing Homes to Wimpey on the terms and
                                    conditions of the Agreement
"Extraordinary General Meeting" or  the extraordinary general meeting of the Company convened for 10.30 a.m.
"EGM"                               on 1 November 2002
"ING Barings"                       ING Barings Limited
"John Laing" or the "Company"       John Laing plc
"JL Homes"                          John Laing Homes plc, a wholly owned subsidiary of John Laing
"Laing Construction"                Laing Construction plc
"Laing Group" or the "Group"        John Laing and its subsidiary undertakings
"Laing Homes"                       Laing Homes Limited, a wholly owned subsidiary of JL Homes, and its
                                    subsidiary undertakings
"Laing Investments"                 Laing Investments Limited, a wholly owned subsidiary of John Laing
"Laing Partnership"                 Laing Partnership, which until 9 October 2002 was an operating division
                                    of Laing Homes
"Laing Training"                    Laing Training, which until 9 October 2002 was an operating division of
                                    Laing Homes
"Octagon"                           Octagon Developments Limited, an associate company of JL Homes
"Ordinary Shares"                   the ordinary shares of 25p each in the issued share capital of John Laing
"Resolution"                        the resolution to approve the Disposal, to be proposed at the EGM
"UK"                                United Kingdom
"USA" or "US"                       United States of America
"WL Homes"                          WL Homes LLC, an associate company of John Laing, based in the USA
"Wimpey"                            George Wimpey PLC






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            The company news service from the London Stock Exchange