Rec. Cash Offer for Westbury
Persimmon PLC
24 November 2005
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan or the United States
24 November 2005
RECOMMENDED CASH OFFER
BY PERSIMMON PLC
FOR WESTBURY PLC
Summary
• The boards of Persimmon and Westbury announce that they have reached
agreement on the terms of a recommended cash offer to be made by Citigroup on
behalf of Persimmon for the entire issued and to be issued share capital of
Westbury.
• Under the terms of the Offer, Westbury Shareholders will be entitled to
receive 560 pence in cash for each Westbury Share. On this basis, the terms of
the Offer value the existing issued share capital of Westbury at approximately
£643 million. A Loan Note Alternative will be made available.
• Westbury Shareholders will remain entitled to receive the interim
dividend of 6.1525 pence per Westbury Share announced on 25 October 2005 and
payable on 5 January 2006 to Westbury Shareholders on the register on
2 December 2005.
• The terms of the Acquisition, including the interim dividend,
represent:
- a premium of approximately 34 per cent. to the unaudited net asset value
per Westbury Share of 421 pence as at 31 August 2005; and
- a premium of approximately 48 per cent. to the unaudited tangible net
asset value per Westbury Share of 383 pence as at 31 August 2005.
• Persimmon believes that there is compelling industrial logic for a
combination of Persimmon and Westbury. The Acquisition will provide the
following benefits:
- balanced regional spread;
- additional consented land together with further strategic land assets; and
- significant synergy benefits for the enlarged group.
• The Westbury Board, which has been so advised by Merrill Lynch,
consider the terms of the Offer to be fair and reasonable. In providing its
advice, Merrill Lynch has taken into account the commercial assessments of the
Westbury Board. Accordingly, the Westbury Board intend unanimously to recommend
Westbury Shareholders to accept the Offer, as the directors of Westbury have
irrevocably undertaken to do in respect of their own beneficial holdings of
Westbury Shares representing, in aggregate, approximately 0.3 per cent. of the
issued share capital of the Company.
• Due to its size, the Acquisition will be conditional, amongst other
things, on the approval of Persimmon Shareholders at an extraordinary general
meeting. The Persimmon Directors will unanimously recommend Persimmon
Shareholders to vote in favour of the necessary resolution. Persimmon has
received irrevocable undertakings from certain Persimmon Directors and a
connected party in respect of, in aggregate, 18,935,733 Persimmon Shares in
which they are interested (representing approximately 6.4 per cent. of the
issued share capital of Persimmon) to vote in favour of such resolution.
Commenting on the Acquisition, Duncan Davidson, Chairman of Persimmon, said:
'We are delighted to announce this agreed offer for Westbury today. Westbury is
an attractive business that will benefit from Persimmon's proven track record
for integrating acquisitions and operational excellence. The acquisition will
consolidate Persimmon's position as the leading UK housebuilder and we look
forward to welcoming the customers and employees of Westbury to the Persimmon
Group.'
John White, Chief Executive of Persimmon, said:
'The Westbury business is an excellent geographical and product fit for
Persimmon. It will be integrated quickly into our existing regions and
businesses, and elevates the output of our Charles Church brand. We are
confident of capturing significant synergies and additional operational benefits
to create value for Persimmon shareholders.'
Geoffrey Maddrell, Chairman of Westbury, said:
'With its progressive strategy, strong land bank and innovative product range,
Westbury has maintained a reputation over the past ten years as one of the
leading UK housebuilders. We have excellent management and an especially
positive and supportive employee complement, who have delivered significant
value for shareholders over many years. Notwithstanding this achievement,
Persimmon's proposal offers our shareholders definitive value, at a substantial
premium to net asset value, which the Westbury Board believes is in the best
interests of shareholders to accept.'
Persimmon will make a presentation to analysts and investors at 9.30am, today,
24 November, at Mayer, Brown, Rowe & Maw LLP, 11 Pilgrim Street, London, EC4V
6RW. Photographs are available for media download from www.newscast.co.uk.
This summary should be read in conjunction with the full text of the following
announcement. Appendix IV to the following announcement contains definitions of
certain terms used in this summary and the following announcement.
ENQUIRIES:
Persimmon Tel: +44 (0) 1904 642 199
Mike Killoran (Group Finance Director)
Neil Francis (Group Company Secretary)
Citigroup Tel: +44 (0) 20 7986 4000
(Financial Adviser and Corporate Broker to Persimmon)
Philip Robert-Tissot
Dimitrios Georgiou
Nigel Mills (Corporate Broking)
Andrew Forrester (Corporate Broking)
Finsbury Tel: +44 (0) 20 7251 3801
(PR Adviser to Persimmon)
Edward Orlebar
Faeth Birch
Westbury Tel: +44 (0) 20 7796 4133
Nigel Fee (Chief Executive)
John Bennett (Finance Director)
Merrill Lynch Tel: +44 (0) 20 7628 1000
(Financial Adviser to Westbury)
Mark Aedy
Kevin Smith
Hoare Govett Tel: +44 (0) 20 7678 8000
(Corporate Broker to Westbury)
Ranald McGregor-Smith
Sara Hale
Hudson Sandler Tel: +44 (0) 20 7796 4133
(PR Adviser to Westbury)
Michael Sandler
Wendy Baker
Citigroup, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser and corporate
broker to Persimmon and no one else in connection with the Offer and will not be
responsible to anyone other than Persimmon for providing the protections
afforded to clients of Citigroup or for providing advice in relation to the
Offer.
Merrill Lynch International is acting exclusively for Westbury and for no one
else in connection with the Offer and will not be responsible to anyone other
than Westbury for providing the protections afforded to clients of Merrill Lynch
International or for providing advice in relation to the Offer.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore the persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves of, and observe, any applicable restrictions.
The Offer will not be made, directly or indirectly, in or into, or by the use of
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, telex or telephone) of interstate or foreign
commerce of, or any facility of a national state or other securities exchange of
the United States, Canada, Australia or Japan and will not be capable of
acceptance by any such use, means, instrumentality or facility from or within
the United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and all other documents relating to the Offer are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in, into or from
the United States, Canada, Australia or Japan. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians) should
observe these restrictions and must not mail or otherwise forward, distribute or
send such documents in, into or from the United States, Canada, Australia or
Japan. Doing so may invalidate any related purported acceptance of the Offer.
The Loan Notes have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the 'US Securities Act') or under the
applicable securities laws of any state, district or other jurisdiction of the
United States, or of Canada, Australia or Japan and no regulatory clearances in
respect of the Loan Notes have been, or will be, applied for in any
jurisdiction. Accordingly, unless an exemption from the registration
requirements of the US Securities Act or other relevant securities laws is
applicable, the Loan Notes are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly, in or into the United States,
Canada, Australia or Japan or to, or for the account or benefit of, any US
Person or person resident in Canada, Australia or Japan.
This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for any securities or an invitation to purchase,
pursuant to the Offer or otherwise. Any response in relation to the Offer should
only be made on the basis of the information contained in the Offer Document.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Westbury, all 'dealings' in any 'relevant securities'
of that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30pm (London time) on the London business day following the date of
the relevant transaction. This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'offer period' otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of
Westbury, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Westbury by Persimmon or Westbury, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, consult the Panel's website or contact the Panel
on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554.
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan or the United States
24 November 2005
RECOMMENDED CASH OFFER BY PERSIMMON PLC
FOR WESTBURY GROUP PLC
1. Introduction
The boards of Persimmon and Westbury announce that they have reached agreement
on the terms of a recommended cash offer to be made by Citigroup on behalf of
Persimmon for the entire issued and to be issued share capital of Westbury.
2. The Offer
The Offer will be made on and subject to the terms and conditions summarised
below and set out in Appendix I to this announcement and to be set out in full
in the Offer Document and, in the case of Westbury Shares held in certificated
form, the Form of Acceptance which will accompany the Offer Document. The Offer
will be made on the following basis:
for each Westbury Share 560 pence in cash
The terms of the Offer value the existing issued share capital of Westbury at
approximately £643 million. A Loan Note Alternative will be made available.
In addition, Westbury Shareholders will remain entitled to receive the interim
dividend of 6.1525 pence per Westbury Share announced on 25 October 2005 and
payable on 5 January 2006 to Westbury Shareholders on the register on 2 December 2005.
These terms, including the interim dividend, represent:
• a premium of approximately 34 per cent. to the unaudited net asset
value per Westbury Share of 421 pence as at 31 August 2005; and
• a premium of approximately 48 per cent. to the unaudited tangible net
asset value per Westbury Share of 383 pence as at 31 August 2005.
3. Recommendation
The Westbury Board, which has been so advised by Merrill Lynch, consider the
terms of the Offer to be fair and reasonable. In providing its advice, Merrill
Lynch has taken into account the commercial assessments of the Westbury Board.
Accordingly, the Westbury Board intend unanimously to recommend Westbury
Shareholders to accept the Offer, as the directors of Westbury have irrevocably
undertaken to do in respect of their own beneficial holdings of Westbury Shares
representing, in aggregate, approximately 0.3 per cent. of the issued share
capital of the Company.
4. Loan Note Alternative
Westbury Shareholders (other than certain overseas shareholders) who validly
accept the Offer may elect to receive Loan Notes to be issued by Persimmon
instead of some or all of the cash consideration to which they would otherwise
be entitled under the Offer.
The Loan Note Alternative will be made available on the following basis:
for every whole £1 in cash consideration £1 nominal value of Loan Notes
The Loan Notes will be issued by Persimmon, credited as fully paid, in amounts
and integral multiples of £1 nominal value. No fractional entitlements will be
issued. The Loan Notes will bear interest at the rate of LIBOR less 0.5 per
cent. No Loan Notes will be issued unless, by the date on which the Offer
becomes or is declared unconditional in all respects, valid elections have been
received for at least £2 million in nominal value of Loan Notes. Holders of Loan
Notes will have the right to redeem all or part (being £500 of nominal amount or
any integral multiple thereof) of their Loan Notes for cash at par (plus accrued
interest less any applicable tax) on 30 June 2007 and at any interest payment
date after that. Unless previously redeemed or purchased, the Loan Notes will be
redeemed in full at par, together with accrued interest less any applicable tax,
on 31 December 2011.
Full details of the Loan Note Alternative will be set out in the Offer Document.
5. Irrevocable undertakings
As referred to above, Persimmon has received irrevocable undertakings from the
directors of Westbury who hold Westbury Shares representing, in aggregate,
310,951 Westbury Shares or approximately 0.3 per cent. of the existing issued
share capital of Westbury, under which they have agreed to accept the Offer.
These irrevocable undertakings will only cease to be binding in the event that
the Offer lapses or is withdrawn or if the Offer Document is not posted within
28 days of the date of this announcement.
Further details of these irrevocable undertakings are set out in Appendix III.
6. Background to and reasons for the Acquisition
Persimmon believes that the acquisition of Westbury is an attractive opportunity
that will strengthen Persimmon's position as one of the UK's leading
housebuilders. The combination will create a UK housebuilder with expected
completions of c. 16,700 units in 2006 across England, Scotland and Wales. In
particular, Persimmon believes the combination offers the opportunity to
progress more swiftly in the achievement of its strategic objectives, and offers
the following benefits:
• Balanced regional spread:
- Westbury's geographical presence complements that of Persimmon;
- adds critical mass in a number of regions including the Midlands, Kent
and the North West of England; and
- provides further potential to roll-out the Charles Church division into
new regions.
• Additional consented land together with further strategic land assets:
- adds c. 15,000 plots with planning consent, based on the position at
31 August 2005, to Persimmon's current landbank of c. 62,000 plots;
- it is expected that the enlarged group will build c. 16,700 units in the
year to December 2006. Based on this volume, the combined landbank will cover
housebuilding production by the enlarged group for an anticipated c. 4.5 years; and
- improves strategic land assets with the potential to deliver a further c.
22,000 plots.
• Significant synergy benefits for the enlarged group and potential
improved profitability of Westbury through:
- removing duplicate head office and administrative functions;
- improved group negotiating position for major land and procurement transactions;
- greater brand strength and effectiveness of national and regional advertising;
- sharing of best practices;
- Westbury Partnerships to increase social housing output;
- promotion of strategic land portfolio; and
- improved efficiency of Space4 through increasing volume output.
Westbury's business will be integrated with Persimmon's existing regional
network. Persimmon's executive and regional management teams have a strong track
record of successful acquisition integration, as demonstrated in recent years by
the Beazer, Ideal and Merewood acquisitions.
The Acquisition is expected to be enhancing to Persimmon's earnings per share in
the year to 31 December 2006 (before cost savings, one-off costs and other
benefits referred to above)*. Synergy benefits in excess of £25 million are
expected by Persimmon in 2006 following the completion of the Acquisition, with
one off costs estimated to be c. £12 million. Annual synergies are expected to
increase to at least £40 million in 2007.
Following the Acquisition, Persimmon expects that the initial gearing of the
enlarged group will be c. 80 per cent., with a target of c. 50 per cent. by 2006
year end.
7. Background to the recommendation
Over the last ten years, Westbury has consistently been one of the UK's leading
housebuilders and delivered strong profitable growth while being a leading
innovator in the housebuilding industry. Westbury has developed an attractive
land bank which, as at 31 August 2005, consisted of 15,100 plots either owned or
controlled and a further 22,200 plots of strategic land. For many years, with
the benefit of an excellent team of employees driving the business, Westbury has
delivered significant value to shareholders.
Notwithstanding this achievement, the Westbury Board believes that the proposal
by Persimmon offers definitive value at a substantial premium to Westbury's net
asset value and is therefore in the best interests of shareholders.
--------------------------
* The statement as to earnings per share enhancement does not constitute a
profit forecast and should not be interpreted to mean that Persimmon's future
earnings per share will necessarily exceed or match those of any prior year.
8. Information on Westbury
Westbury is one of the UK's major housebuilders with operations across England
and Wales. The company is organised into nine regions: Northampton, Nottingham,
North West, West Midlands, Central, South Wales, South West, Southern and South
East.
For the year ended 28 February 2005 (on a UK GAAP basis), Westbury reported
4,361 home completions (2004, 4,400) with total turnover of £893 million (2004,
£879 million), EBITA (before exceptional items) of £150 million (2004, £138
million) and basic earnings per share (before amortisation of goodwill and
exceptional items) of 79.0 pence per Westbury Share (2004, 71.7 pence). Net
assets as at 28 February 2005 were £489 million (including intangible assets of
£36 million), with 15,700 plots with planning consent.
For the six months ended 31 August 2005 (on an IFRS basis), Westbury reported
1,934 home completions (2004, 2,087) with total turnover of £415 million (2004,
£427 million), EBITA (before exceptional items) of £58 million (2004, £72
million) and basic earnings per share (before amortisation of goodwill and
exceptional items) of 28.0 pence per Westbury Share (2004, 38.0 pence). Net
assets as at 31 August 2005 were £484 million (including intangible assets of
£43 million), with 15,100 plots with planning consent.
9. Information on Persimmon and trading update
Persimmon is one of the UK's leading housebuilders, with operations across
England, Scotland and Wales. The company's sole focus is housebuilding in the
UK, organised into eight regions: North West, North East, Yorkshire, Scotland,
Birmingham, Central, Southern and Western.
For the year ended 31 December 2004 (on a UK GAAP basis), Persimmon reported
12,360 home completions (2003, 12,163) with total turnover of £2,131 million
(2003, £1,883 million), EBITA of £497 million (2003, £382 million) and basic
earnings per share (before amortisation of goodwill) of 113.9 pence per
Persimmon Share (2003, 86.8 pence). Net assets as at 31 December 2004 were
£1,387 million, with 59,947 plots with planning consent.
For the six months ended 30 June 2005 (on an IFRS basis), Persimmon reported
5,954 home completions (2004, 6,058) with total turnover of £1,093 million
(2004, £1,036 million), EBITA of £252 million (2004, £236 million) and basic
earnings per share (before amortisation of goodwill) of 56.2 pence per Persimmon
Share (2004, 53.5 pence). Net assets as at 30 June 2005 were £1,532 million,
with 62,157 plots with planning consent.
The Persimmon Board confirms that trading since the release of its interim
statement on 23 August 2005 has been in line with its expectations. Weekly sales
volumes are c. 20 per cent. ahead of the comparative period in 2004, with
average selling prices holding steady. Units are fully sold for 2005 with c.
2,000 units forward sold into 2006. A further trading update will be released
before the year end.
10. Management and employees
Persimmon confirms that, following the Offer becoming or being declared
unconditional in all respects, the existing employment rights, including pension
rights, of all employees of the Westbury Group will be fully safeguarded.
11. Westbury Share Schemes
The Offer extends to any Westbury Shares issued or unconditionally allotted
prior to the date on which the Offer closes (or such earlier date as Persimmon
may, subject to the Code, decide) as a result of the exercise of options granted
under the Westbury Share Schemes. To the extent that such options have not been
exercised, it is intended that appropriate proposals will be made to the holders
of options under the Westbury Share Schemes once the Offer becomes or is
declared unconditional in all respects.
12. Financing the Acquisition
The Acquisition will be funded through a combination of cash in hand and
drawings under new committed facilities of £1,900 million, underwritten by
Barclays Bank PLC, Lloyds TSB Bank plc and The Royal Bank of Scotland plc.
13. Compulsory acquisition, de-listing and cancellation of trading
If Persimmon receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Westbury Shares to which the
Offer relates, Persimmon intends to exercise its rights pursuant to sections 428
to 430F (inclusive) of the Companies Act to acquire compulsorily any remaining
Westbury shares to which the Offer relates.
It is intended that, following the Offer becoming or being declared
unconditional in all respects, and subject to applicable requirements of the
London Stock Exchange and/or the UKLA, Persimmon will procure that Westbury will
apply to the London Stock Exchange and the UKLA for cancellations, respectively,
of the trading of the Westbury Shares on the London Stock Exchange and of the
listing of the Westbury Shares on the Official List.
14. Transaction Agreement and inducement fee
Westbury has entered into certain exclusivity commitments with Persimmon binding
upon the Westbury Group under the terms of the Transaction Agreement.
Westbury and Persimmon have also entered into an inducement fee arrangement
under which Westbury has agreed to pay Persimmon a fee of £6.4 million if an
Independent Competing Offer is announced prior to the Offer lapsing or being
withdrawn and which subsequently becomes unconditional in all respects or is
completed. For the purposes of the inducement fee arrangement, an 'Independent
Competing Offer' means any offer, tender offer, scheme of arrangement,
recapitalisation or other transaction for or in respect of 50 per cent. or more
of the issued share capital of Westbury.
15. Persimmon extraordinary general meeting
In view of the size of Westbury, the Acquisition will require the approval of
Persimmon Shareholders in accordance with the Listing Rules.
Accordingly, a circular convening an extraordinary general meeting will be
posted to Persimmon Shareholders as soon as practicable. Persimmon has received
irrevocable undertakings from certain Persimmon Directors and a connected party
in respect of, in aggregate, 18,935,733 Persimmon Shares in which they are
interested (representing approximately 6.4 per cent. of the issued share capital
of Persimmon) to vote in favour of such resolution.
16. Disclosure of interests in Westbury
As at 23 November 2005, the last business day prior to the date of this
announcement, Persimmon held one Westbury Share.
Save as disclosed above, neither Persimmon, nor any director of Persimmon, nor,
so far as Persimmon is aware, any person acting in concert with Persimmon is
interested in or has any rights to subscribe for any Westbury Shares, nor does
any such person have any short position or any arrangement in relation to
Westbury Shares. For these purposes, 'arrangement' includes any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery and borrowing or lending of Westbury Shares. An 'arrangement'
also includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature relating to Westbury
Shares which may be an inducement to deal or refrain from dealing in such
securities. 'Interest' includes any long economic exposure, whether conditional
or absolute, to changes in the price of securities and a person is treated as
having an 'interest' by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to, securities.
17. General
The Offer Document and a circular to Persimmon Shareholders explaining the Offer
and convening an extraordinary general meeting to approve the Acquisition will
be posted in due course.
Details of the sources and bases of certain information set out in this
announcement are included in Appendix II. The definitions of certain terms used
in this announcement are included in Appendix IV.
ENQUIRIES:
Persimmon Tel: +44 (0) 1904 642 199
Mike Killoran (Group Finance Director)
Neil Francis (Group Company Secretary)
Citigroup Tel: +44 (0) 20 7986 4000
(Financial Adviser and Corporate Broker to Persimmon)
Philip Robert-Tissot
Dimitrios Georgiou
Nigel Mills (Corporate Broking)
Andrew Forrester (Corporate Broking)
Finsbury Tel: +44 (0) 20 7251 3801
(PR Adviser to Persimmon)
Edward Orlebar
Faeth Birch
Westbury Tel: +44 (0) 20 7796 4133
Nigel Fee (Chief Executive)
John Bennett (Finance Director)
Merrill Lynch Tel: +44 (0) 20 7628 1000
(Financial Adviser to Westbury)
Mark Aedy
Kevin Smith
Hoare Govett Tel: +44 (0) 20 7678 8000
(Corporate Broker to Westbury)
Ranald McGregor-Smith
Sara Hale
Hudson Sandler Tel: +44 (0) 20 7796 4133
(PR Adviser to Westbury)
Michael Sandler
Wendy Baker
Citigroup, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser and corporate
broker to Persimmon and no one else in connection with the Offer and will not be
responsible to anyone other than Persimmon for providing the protections
afforded to clients of Citigroup or for providing advice in relation to the
Offer.
Merrill Lynch International is acting exclusively for Westbury and for no one
else in connection with the Offer and will not be responsible to anyone other
than Westbury for providing the protections afforded to clients of Merrill Lynch
International or for providing advice in relation to the Offer.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore the persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves of, and observe, any applicable restrictions.
The Offer will not be made, directly or indirectly, in or into, or by the use of
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, telex or telephone) of interstate or foreign
commerce of, or any facility of a national state or other securities exchange of
the United States, Canada, Australia or Japan and will not be capable of
acceptance by any such use, means, instrumentality or facility from or within
the United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and all other documents relating to the Offer are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in, into or from
the United States, Canada, Australia or Japan. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians) should
observe these restrictions and must not mail or otherwise forward, distribute or
send such documents in, into or from the United States, Canada, Australia or
Japan. Doing so may invalidate any related purported acceptance of the Offer.
The Loan Notes have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the 'US Securities Act') or under the
applicable securities laws of any state, district or other jurisdiction of the
United States, or of Canada, Australia or Japan and no regulatory clearances in
respect of the Loan Notes have been, or will be, applied for in any
jurisdiction. Accordingly, unless an exemption from the registration
requirements of the US Securities Act or other relevant securities laws is
applicable, the Loan Notes are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly, in or into the United States,
Canada, Australia or Japan or to, or for the account or benefit of, any US
Person or person resident in Canada, Australia or Japan.
This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for any securities or an invitation to purchase,
pursuant to the Offer or otherwise. Any response in relation to the Offer should
only be made on the basis of the information contained in the Offer Document.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Westbury, all 'dealings' in any 'relevant securities'
of that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30pm (London time) on the London business day following the date of
the relevant transaction. This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'offer period' otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of
Westbury, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Westbury by Persimmon or Westbury, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, consult the Panel's website or contact the Panel
on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554.
Appendix I
Conditions and further terms of the Offer
Conditions to the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn)
by 3.00 p.m. (London time) on the first closing date (or such later time(s) and/
or date(s) as Persimmon may, subject to the rules of the Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as Persimmon
may decide) in nominal value of the Westbury Shares to which the Offer relates,
provided that this condition will not be satisfied unless Persimmon (together
with any of its wholly owned subsidiaries) shall have acquired or agreed to
acquire, directly or indirectly, and whether pursuant to the Offer or otherwise,
Westbury Shares carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at general meetings of Westbury including, for
the purpose of this condition, (except to the extent otherwise agreed by the
Panel) any such voting rights attaching to any Westbury Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise. For the purposes of
this condition:
(i) Westbury Shares which have been unconditionally allotted shall be
deemed to carry the voting rights they will carry upon issue;
(ii) the expression 'Westbury Shares to which the Offer relates' shall be
construed in accordance with ss428 to 430F Companies Act; and
(iii) valid acceptances shall be deemed to have been received in respect of
any Westbury Shares which Persimmon and/or its subsidiaries shall, pursuant to
s429(8) of the Companies Act, be treated as having acquired or contracted to
acquire by virtue of acceptances of the Offer;
(b) any resolution or resolutions of Persimmon Shareholders required in
connection with the approval and implementation of the Acquisition being duly
passed at an extraordinary general meeting of Persimmon (or at any adjournment
of that meeting);
(c) the Office of Fair Trading indicating in terms satisfactory to
Persimmon that it is not the intention of the Secretary of State for Trade and
Industry to refer the Acquisition or any matters arising therefrom to the
Competition Commission;
(d) no relevant authority having decided to take, institute or implement
or having threatened, and there not continuing to be outstanding, any action,
proceeding, suit, investigation, enquiry or reference, and no relevant authority
having required any action to be taken or otherwise having done anything or
having enacted, made or proposed any statute, regulation, decision or order in
each case which would or might reasonably be expected to in each case to an
extent which is material in the context of the Offer:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition by Persimmon of any Westbury Shares or other securities in or
control of Westbury void, unenforceable and/or illegal under the laws of any
jurisdiction, or otherwise directly or indirectly restrain, restrict, prohibit
or delay the same or impose additional conditions or obligations with respect to
the Offer or otherwise challenge or interfere with the Offer or require
amendment to the terms of the Offer;
(ii) require, prevent or delay the divestiture or alter the terms envisaged
for any proposed divestiture by any member of the wider Westbury Group or by any
member of the wider Persimmon Group, in any such case, of all or any portion of
their respective businesses, assets or properties or impose any limitation on
the ability of any of them to conduct any of their respective businesses (or any
of them) or to own or control any of their respective assets or properties or
any part thereof which, in any such case, is material in the context of the
wider Persimmon Group or the wider Westbury Group, in either case taken as a
whole;
(iii) save pursuant to the Offer, require any member of the wider Westbury
Group or the wider Persimmon Group to subscribe for or acquire, or to offer to
acquire, any share or other securities (or the equivalent) in any member of
either Group or any asset owned by any third party or to sell, or to offer to
sell, any shares or other securities (or the equivalent) in or any asset owned
by any member of the wider Westbury Group or the wider Persimmon Group;
(iv) impose any limitation on, or result in a delay in, the ability of any
member of the wider Westbury Group or the wider Persimmon Group to conduct or
integrate or co-ordinate its business, or any part of it, with the businesses or
any part of the businesses of any other member of the wider Westbury Group or
the wider Persimmon Group which, in any such case, is material in the context of
the wider Persimmon Group or the wider Westbury Group, in either case taken as a
whole;
(v) impose any limitation on, or result in a delay in, the ability of any
member of the wider Persimmon Group to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership in respect
of shares or other securities (or the equivalent) in any member of the wider
Westbury Group or on the ability of any such member to hold or exercise
effectively any rights of ownership of shares or other securities in any member
of the wider Westbury Group;
(vi) result in any member of the wider Westbury Group ceasing to be able to
carry on business under any name under which it presently does so which in any
such case is material in the context of the wider Westbury Group taken as a
whole; or
(vii) otherwise adversely affect the business, assets, profits, financial or
trading position of any member of the wider Westbury Group or the wider
Persimmon Group;
and all applicable waiting and other time periods during which any relevant
authority could intervene under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(e) all necessary notifications, filings and applications, including such
notifications, filings and applications as may be required to national or
supranational merger authorities, having been made, and all applicable waiting
and other time periods (including any extensions thereof) under any applicable
legislation and regulations in any jurisdiction having expired, lapsed or been
terminated and all statutory and regulatory obligations in any jurisdiction
having been complied with, in each case as may be reasonably deemed necessary in
connection with the Acquisition or the Offer;
(f) all authorisations, determinations, orders, recognition, grants,
consents, licences, confirmations, clearances, permissions and approvals
necessary or reasonably appropriate in any jurisdiction for or in respect of the
Offer having been obtained on terms and in a form reasonably satisfactory to
Persimmon from all relevant authorities and all persons with whom any member of
the wider Westbury Group has entered into contractual arrangements and all such
authorisations, determinations, orders, recognition, grants, consents, licences,
confirmations, clearances, permissions and approvals remaining in full force and
effect and all filings necessary for such purpose having been made and there
being no notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such authorisations, determinations, orders, recognition,
grants, consents, licences, confirmations, clearances, permissions and
approvals;
(g) except as disclosed in Westbury's annual report and accounts for the
year ended 28 February 2005 or in Westbury's Interim Results or as publicly
announced by Westbury (by the delivery of an announcement to a Regulatory
Information Service (as defined in the Listing Rules of the Financial Services
Authority)) prior to 24 November 2005 or as fairly disclosed to Persimmon by or
on behalf of Westbury prior to 24 November 2005, there being no provision of any
arrangement, agreement, licence, permit, lease, franchise or other instrument to
which any member of the wider Westbury Group is a party, or by or to which any
such member or any of its assets is or are or may be bound, entitled or be
subject or any circumstance, which, in each case as a consequence of the Offer
or the proposed acquisition of any Westbury Shares or other securities in
Westbury or because of a change in control or management of Westbury or
otherwise, would or might reasonably be expected to result in, to an extent
which is material in the context of the wider Westbury Group taken as a whole:
(i) any monies borrowed by or any other indebtedness or liabilities actual
or contingent of, or any grant available to, any member of the wider Westbury
Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated maturity or repayment date, or the ability of
any member of the wider Westbury Group to borrow monies or incur any
indebtedness being or becoming capable of withdrawn or inhibited;
(ii) the rights, liabilities, obligations or interests or business of any
member of the wider Westbury Group under any such arrangement, agreement,
licence, permit, franchise or other instrument or the interests or business of
any member of the wider Westbury Group in or with any other firm, company,
person or body (or any arrangement or arrangements relating to any such business
interests) being terminated or adversely modified or affected;
(iii) any asset, property or interest of, or any asset the use of which is
enjoyed by, any member of the wider Westbury Group being or failing to be
disposed of, or charged in any manner whatsoever, or ceasing to be available to
any member of the wider Westbury Group, or any right arising under which any
such asset, property or interest could be required to be disposed of, or could
cease to be available to any member of the wider Westbury Group otherwise than
in the ordinary course of business;
(iv) the creation or assumption of any liabilities (whether actual,
contingent or prospective) by any member of the wider Westbury Group;
(v) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets or
interests of any member of the wider Westbury Group or any such mortgage, charge
or other security interest (wherever created, arising or having arisen) becoming
enforceable or being enforced;
(vi) the financial or trading position or the value of any member of the
wider Westbury Group being prejudiced or adversely affected;
(vii) any member of the wider Westbury Group ceasing to be able to carry on
business under any name which it presently does so; or
(viii) any member of the wider Westbury Group being required to acquire or repay
any shares in and/or indebtedness of any member of the wider Westbury Group
owned by or owed to any third party,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit, franchise or other instrument, could result in any
of the events or circumstances which are referred to in paragraphs (i) to (viii)
of this condition (g);
(h) since 28 February 2005 (except as disclosed in Westbury's annual
report and accounts for the financial year ended 28 February 2005 or in
Westbury's unaudited interim accounts for the 6 month period to 31 August 2005
('Westbury Interim Results') or as otherwise publicly announced by Westbury (by
the delivery of an announcement to a Regulatory Information Service (as defined
in the Listing Rules of the Financial Services Authority) prior to 24 November
2005 or as otherwise fairly disclosed to Persimmon by or on behalf of Westbury
prior to 24 November 2005) no member of the wider Westbury Group having:
(i) issued or agreed to issue, or authorised or proposed the issue of,
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities other than as between Westbury and wholly owned
subsidiaries of Westbury and any shares issued upon the exercise of any options
granted under any of the Westbury Share Schemes;
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue in respect of shares, dividend or other distribution
whether payable in cash or otherwise (other than to Westbury or a wholly-owned
subsidiary of Westbury);
(iii) purchased or redeemed or repaid or proposed the purchase, redemption or
repayment of any of its own shares or other securities (or the equivalent) or
reduced or made any other change to any part of its share capital;
(iv) proposed or modified the terms of the Westbury Share Schemes or
proposed, agreed to provide or modify the terms of any incentive scheme or
benefit relating to the employment of any person employed by the wider Westbury
Group;
(v) made or authorised or proposed or announced an intention to propose any
change in its loan capital;
(vi) other than pursuant to the Offer (and other than any acquisition or
disposal in the ordinary course of business or between Westbury and a
wholly-owned subsidiary of Westbury) merged with, demerged or acquired any body
corporate, partnership or business or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any assets (including shares in any undertaking and
in any trade investments) or authorised, proposed or announced any intention to
do the same which, in any case, is material in the context of the Offer;
(vii) issued, authorised or proposed the issue of, or made any change in or to,
any debentures or incurred or increased any indebtedness or become subject to
any liability (whether actual, contingent or prospective);
(viii) entered into, varied, authorised, proposed or announced its intention to
enter into or vary any contract, transaction, arrangement or commitment (whether
in respect of capital expenditure or otherwise) which:
(aa) is of a long-term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude; or
(bb) could restrict the business of any member of the wider Westbury Group; or
(cc) is other than in the ordinary course of business;
(ix) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of, any contract, agreement or
arrangement with any of the directors or senior executives of any member of the
wider Westbury Group;
(x) (other than transactions between any wholly-owned member of the Westbury
Group and another such member and other than pursuant to the Offer) entered
into, implemented, effected, authorised, proposed or announced its intention to
enter into, implement, effect or authorise any merger, demerger, reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement in respect
of itself or another member of the wider Westbury Group which, in any case, is
material in the context of the Offer;
(xi) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer or other encumbrance of all or any material part of its assets
and revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction;
(xii) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiii) waived or compromised any claim other than in the ordinary course of
business of an amount which is material in the context of the business of the
wider Westbury Group taken as a whole;
(xiv) made any alteration to its memorandum or articles of association;
(xv) made or agreed or consented to any significant change to the terms of the
trust deeds constituting the pension schemes established for its directors,
employees or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees including the appointment of a trust corporation; or
(xvi) entered into any contract, agreement, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) or proposed
or announced any intention with respect to any of the transactions, matters or
events referred to in this condition (h);
(i) since 28 February 2005 (except as disclosed in Westbury's annual
report and accounts for the financial year ended 28 February 2005 or the
Westbury Interim Results or as otherwise publicly announced by Westbury (by the
delivery of an announcement to a Regulatory Information Service) prior to 24
November 2005 or as otherwise fairly disclosed to Persimmon by or on behalf of
Westbury prior to 24 November 2005):
(i) there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit of any member of the wider
Westbury Group which is material to the wider Westbury Group taken as whole;
(ii) no actual, contingent or other liability having arisen or become
apparent to Persimmon which would be likely to affect adversely the business,
assets, financial or trading position or profits of any member of the wider
Westbury Group which is material to the wider Westbury Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Westbury Group is or may become a
party (whether as claimant, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the wider Westbury Group which in any
such case might be reasonably expected to affect materially and adversely the
wider Westbury Group taken as a whole;
(iv) no enquiry or investigation by, or complaint or reference to, any
relevant authority having been threatened, announced, implemented, instituted by
or against or remaining outstanding against or in respect of any member of the
wider Westbury Group which in each case could have a material effect on the
wider Westbury Group taken as a whole; and
(v) no claim being made, and no circumstance having arisen which might lead
to a claim being made under the insurance of any member of the wider Westbury
Group which is material in the context of the wider Westbury Group taken as a
whole;
(j) Persimmon not having discovered:
(i) that any financial or business or other information concerning the
wider Westbury Group disclosed at any time by or on behalf of any member of the
wider Westbury Group, whether publicly, to any member of the wider Persimmon
Group or otherwise, is materially misleading or contains any material
misrepresentation of fact or omits to state a material fact necessary to make
any information contained therein not misleading and which was not subsequently
corrected before 24 November 2005 by disclosure either publicly by the delivery
of an announcement to a Regulatory Information Service or otherwise to
Persimmon;
(ii) that any member of the wider Westbury Group or any undertaking in which
any member of the wider Westbury Group has a significant interest is subject to
any liability (whether actual, contingent or prospective) which has a material
effect on the wider Westbury Group taken as a whole which is not disclosed in
Westbury's annual report and accounts for the financial year ended 28 February
2005 or the Westbury Interim Results or as otherwise publicly announced by
Westbury (by the delivery of an announcement to a Regulatory Information
Service) prior to 24 November 2005 or as otherwise fairly disclosed to Persimmon
by or on behalf of Westbury prior to 24 November 2005;
(iii) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the wider Westbury Group and which is
material in the context of the wider Westbury Group taken as a whole;
(iv) that, save as fairly disclosed to Persimmon by or on behalf of Westbury
prior to 24 November 2005, any past or present member of the wider Westbury
Group has not complied with any applicable legislation or regulations of any
jurisdiction with regard to the use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health, or otherwise relating to environmental matters or the health and
safety of any person or that there has otherwise been any such use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission (whether or not this constituted a non-compliance by any person with
any such legislation or regulations and wherever the same may have taken place)
which, in any case, would be reasonably likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the wider
Westbury Group which, in each case, is material in the context of the wider
Westbury Group taken as a whole;
(v) that save as fairly disclosed to Persimmon by or on behalf of Westbury
prior to 24 November 2005, there is, or is likely to be, any liability (whether
actual or contingent) of any past or present member of the wider Westbury Group
to make good, repair, reinstate or clean up any property or any controlled
waters under any environmental legislation, regulation, notice, circular, order
or other lawful requirement of any relevant authority or relevant authority or
otherwise which, in each case, is material in the context of the wider Westbury
Group taken as a whole; or
(vi) that circumstances exist whereby a person or class of person would be
likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the wider Westbury Group which, in
each case, is material in the context of the wider Westbury Group taken as a
whole.
For the purpose of these conditions:
(a) authorisations means authorisations, orders, grants, recognitions,
certifications, confirmations, consents, licences, clearances, permission and
approvals;
(b) relevant authority means any central bank, government, government
department or governmental, quasi governmental, supranational, statutory,
regulatory or investigative body, court, trade agency, association, institution
or professional or environmental body or any other similar person or body
whatsoever in any relevant jurisdiction;
(c) a relevant authority shall be regarded as having 'intervened' if it
has decided to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or made, proposed or enacted any
statute, regulation, decision or order or taken any measures or other steps or
required any action to be taken or information to be provided and 'intervene'
shall be construed accordingly; and
(d) wider Westbury Group means Westbury and its subsidiary undertakings,
associated undertakings and any other undertaking in which Westbury and/or such
undertakings (aggregating their interests) have a significant interest and the
wider Persimmon Group means Persimmon and its subsidiary undertakings,
associated undertakings and any other undertaking in which Persimmon and/or such
undertakings (aggregating their interests) have a significant interest and for
these purposes 'subsidiary undertaking', 'associated undertaking' and
'undertaking' have the meanings given by the Companies Act, other than paragraph
20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose,
and 'significant interest' means a direct or indirect interest in ten per cent.
or more of the equity share capital (as defined in that Act).
Certain further terms of the Offer
1. Waiver of Conditions
Subject to the requirements of the Panel, Persimmon may waive, in whole or in
part, all or any of the above conditions except the conditions contained in
paragraphs (a) and (b).
2. Rule 9
If Persimmon is required by the Panel to make an offer for Westbury Shares under
the provisions of Rule 9 of the Code, Persimmon may make such alterations to any
of the above conditions as are necessary to comply with the provisions of that
Rule.
3. Lapse of the Offer
Save with the consent of the Panel, the Offer will lapse if, before the later of
3.00pm (London time) on the first closing date and the date on which the Offer
becomes or is declared unconditional as to acceptances, the Acquisition is
referred to the Competition Commission.
The Offer will lapse unless all the conditions other than condition (a) have
been fulfilled or (if capable of being waived) waived or, where appropriate,
have been determined by Persimmon to be or remain satisfied by no later than
3.00pm on the day falling 21 days after the latest of the first closing date of
the Offer and the date on which condition (a) is fulfilled (or in each such case
such later date as Persimmon, with the consent of the Panel may decide).
Persimmon shall be under no obligation to waive (if capable of waiver),
determine to be or treat as fulfilled any conditions by a date earlier than the
latest date for satisfaction thereof notwithstanding that the other conditions
of the Offer may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
If the Offer lapses, it will cease to be capable of further acceptance and
persons accepting the Offer and Persimmon will cease to be bound by acceptances
submitted on or before the time when the Offer lapses.
4. Westbury Shares
The Westbury Shares, which are the subject of the Offer, will be acquired fully
paid and free from all liens, charges, equities, equitable interests,
encumbrances, rights of pre-emption or other third party rights of any nature
and together with all rights attaching thereto, including the right to receive
all dividends and other distributions declared, paid or made after 24 November
2005 other than the interim dividend of 6.1525 pence per Westbury Share declared
on 25 October 2005.
5. Law
The Offer will be governed by English law and be subject to the jurisdiction of
the English courts, to the conditions set out above and the further terms to be
set out in the formal Offer Document and, in the case of Westbury Shares held in
certificated form, the Form of Acceptance.
Appendix II
Sources and bases of information
(i) The value placed by the Offer on the existing issued share
capital of Westbury is based on 114,904,424 Westbury Shares in issue on 23
November 2005, the last business day prior to the date of this announcement.
(ii) Unless otherwise stated, the financial information relating to
the Westbury Group is extracted from the audited consolidated financial
statements of the Westbury Group for the relevant financial year or from the
interim results statement of the Westbury Group for the six months ended
31 August 2005.
(iii) The financial information relating to the Persimmon Group is
extracted from the audited consolidated financial statements of the Persimmon
Group for the year ended 31 December 2004 or from the interim results statement
of the Persimmon Group for the six months ended 30 June 2005.
Appendix III
Details of irrevocable undertakings
Name of Westbury Number of Westbury Percentage of issued share
Shareholder Shares capital of Westbury
Nigel Fee 152,358 0.13
John Bennett 76,735 0.07
Colin Cole 57,613 0.05
Geoffrey Maddrell 23,245 0.02
Ian Durant 1,000 0.0009
Appendix IV
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
'Acquisition' the proposed acquisition by Persimmon of Westbury by means of
the Offer
'Act' or the Companies Act 1985, as amended
'Companies Act'
'Australia' the Commonwealth of Australia, its states, territories and
possessions and all areas subject to its jurisdiction or any
subdivision thereof
'business day' any day, other than a Saturday, Sunday or public or bank
holiday, on which banks are generally open for business in
the City of London
'Canada' Canada, its provinces, territories and all areas subject to
its jurisdiction and any political sub-division thereof
'Citigroup' Citigroup Global Markets Limited
'Code' the City Code on Takeovers and Mergers
'Daily Official the Daily Official List of the UK Listing Authority
List'
'Form of the form of acceptance, election and authority relating to
Acceptance' the Offer which in the case of Westbury Shares held in
certificated form will accompany the Offer Document
'Japan' Japan, its cities, prefectures, territories and possessions
and all areas subject to its jurisdiction or any subdivision
thereof
'Listing Rules' the listing rules of the UK Listing Authority
'Loan Note the alternative under which Westbury Shareholders (other than
Alternative' certain overseas Shareholders) may elect to receive Loan
Notes instead of all or part of the cash consideration to
which they would otherwise be entitled under the Offer
'Loan Notes' the loan notes of Persimmon to be issued pursuant to the Loan
Note Alternative
'London Stock London Stock Exchange plc
Exchange'
'Merrill Lynch' Merrill Lynch International
'Offer' the offer to be made by Citigroup for and on behalf of
Persimmon to acquire all the Westbury Shares and including,
where the context so permits, the Loan Note Alternative and,
where the context so requires, any subsequent revision,
variation, extension or renewal thereof
'Offer Document' the formal offer document by which the Offer will be made, to
be sent to Westbury Shareholders
'Official List' the Official List of the UK Listing Authority
'Panel' the Panel on Takeovers and Mergers
'Persimmon' Persimmon plc
'Persimmon Board' the directors of Persimmon as at the date of this
or 'Persimmon announcement
Directors'
'Persimmon Persimmon and its subsidiary undertakings and, where the
Group' context permits, each of them and for these purposes
'subsidiary undertaking' has the meaning given by the
Companies Act
'Persimmon holders of Persimmon Shares
Shareholders'
'Persimmon ordinary shares of 10 pence each in the capital of
Shares' Persimmon
'Transaction the transaction agreement between Westbury and Persimmon
Agreement' dated 23 November 2005 relating, amongst other things, to the
implementation of the Offer
'UK' or 'United United Kingdom of Great Britain and Northern Ireland
Kingdom'
'UK Listing the Financial Services Authority acting in its capacity as
Authority' the competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000
'US' or 'United the United States of America, its territories and
States' possessions, any State of the United States and the District
of Columbia, and all other areas subject to its jurisdiction
and any political sub-division thereof
'US Person' a US person as defined in Regulation S under the US
Securities Act
'US Securities the US Securities Act of 1933, as amended, and the rules and
Act' regulations promulgated thereunder
'Westbury' or the Westbury plc
'Company'
'Westbury Board' the directors of Westbury as at the date of this
announcement
'Westbury Group' Westbury and its subsidiary undertakings and, where the
or the 'Group' context permits, each of them and for these purposes
'subsidiary undertaking' has the meaning given by the
Companies Act
'Westbury holders of Westbury Shares
Shareholders' or
'Shareholders'
'Westbury Share the Westbury 1995 Executive Share Option Scheme and the
Schemes' Westbury Long Term Incentive Plan
'Westbury ordinary shares of 10 pence each in the capital of Westbury
Shares'
'£' and 'pence' means the lawful currency of the United Kingdom
All times referred to are London time unless otherwise stated.
This information is provided by RNS
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