Stmt re Possible Offer-Rplcmt
Persimmon PLC
19 January 2001
The issuer has advised that the following amendment should be made to the
'Statement re Possible Offer' announcement released today at 16:32 under
RNS No 5492X.
The wording relating to the third paragraph in the original announcement read
'The pre-condition to the making of an offer is that the merger offer by
Bryant for Beazer announced on 14th December 2000 is not approved by Bryant
shareholders, or does not otherwise lapse.' This wording is incorrect.
The correct wording as shown below is 'The pre-condition to the making of an
offer is that the merger offer by Bryant for Beazer announced on 14th December
2000 is not approved by Bryant shareholders, or that it otherwise lapses.'
The full text below remains otherwise unaltered.
(Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan)
Persimmon plc ('Persimmon')
Possible offer for Beazer Group Plc ('Beazer')
The Board of Persimmon announces that it has submitted a proposal to the Board
of Beazer indicating that it is considering making an offer to Beazer
shareholders of 92.5p in cash and 0.349 new Persimmon ordinary shares for each
Beazer share. A mix and match election would also be made available.
On the basis of the closing price of Persimmon ordinary shares on 18th
January, 2001 the offer, if made, would value each Beazer share at 184.8p and
the current issued share capital of Beazer at approximately £528 million of
which £264 million would be satisfied in cash. This would represent a premium
of 13.0 per cent to the closing value of Beazer shares on 10th January, 2001,
the day prior to the announcement by Taylor Woodrow plc ('Taylor Woodrow')
that it had approached the Board of Bryant Group plc ('Bryant') and a premium
of 40.6 per cent to the closing value of Beazer Shares on 13th December, 2000,
the day prior to the announcement of Beazer's merger with Bryant.
The pre-condition to the making of an offer is that the merger offer by Bryant
for Beazer announced on 14th December 2000 is not approved by Bryant
shareholders, or that it otherwise lapses. This pre-condition can be waived
at the discretion of Persimmon.
Duncan Davidson, Chairman of Persimmon said: 'The offer that has been proposed
would provide Beazer's shareholders with a significant premium to the value of
the Bryant offer before Taylor Woodrow declared that it had approached the
Board of Bryant. It would also contain an initial cash element of almost 6
times that offered by Bryant and provide the opportunity to be part of what
would be the UK's leading housebuilder and benefit from Persimmon's proven
record for integrating acquisitions and delivering value to shareholders.'
The Board of Persimmon believes that the combination of the two companies has
a compelling strategic and geographical fit and will create the leading force
in UK housebuilding.
Key Strategic and Financial Benefits
- On a pro forma basis for the twelve months to 30th June 2000,
the enlarged Persimmon group would have turnover of
approximately £1.6 billion and operating profit of £209
million.
- The geographic spread of the enlarged Persimmon group would be
well balanced. Persimmon would gain entry into the new regional
markets of the West Midlands, Essex and Cumbria complementing
Persimmon's geographic strengths in Scotland, the North and
Yorkshire, the Midlands, the South East, the South West and in
South Wales.
- Persimmon expects to be able to achieve pre-tax synergies of at
least £20 million per annum by the end of 2001. These
significant synergies would arise from office rationalisations
and other identified cost-savings. The one-off costs of
achieving these synergy benefits are estimated to be in the
region of £12 million.
- In addition to these synergies, benefits would arise from
maximising sales revenue and the enhanced purchasing power of
the enlarged Persimmon group.
- Persimmon intends to expand the Charles Church brand to 1,000
units a year by 2002.
- Including the Charles Church business, Persimmon intends to
rationalise the Beazer portfolio to create an enlarged group
with between 13,000 to 14,000 units a year distributed between
Persimmon's North and South divisions.
- The enlarged Persimmon group would control the largest land
bank in the UK housebuilding industry, with approximately
58,000 plots and a strategic land portfolio of over 19,000
acres. In the first year following the completion of the
transaction Persimmon would manage the landbank appropriately,
to release cash of £175 million in order to reduce the debt of
the enlarged group.
- The transaction would be significantly earnings enhancing in
the first year before synergy benefits.*
- The enlarged Persimmon group would continue Persimmon's
strategy of focusing on improving margins and return on
capital employed.
There can be no certainty that an offer will be made even if the pre-condition
is met. Persimmon will make a further announcement no later than Wednesday,
24th January, 2001.
Enquiries:
John White (Chief Persimmon plc 01904 642199
Executive)
Edward Orlebar Finsbury 020 7251 3801
Faeth Finnemore
ABN AMRO Corporate Finance Limited, which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is acting for Persimmon and
no-one else in connection with the matters described herein and will not be
responsible to anyone other than Persimmon for providing the protections
afforded to customers of ABN AMRO Corporate Finance Limited nor for giving
advice in relation thereto.
ABN AMRO Corporate Finance Limited has authorised the issue of this
announcement solely for the purposes of section 57 of the Financial Services
Act 1986.
This announcement does not constitute an offer or an invitation to purchase
any securities.
*Any statements made regarding earnings enhancement should not be interpreted
to mean that the earnings per share for any period following any offer will
necessarily be greater than those for the relevant preceding financial period.
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