Scheme of arrangement

2 May 2007 13:31

Crest Nicholson PLC02 May 2007 Crest Nicholson PLC For Immediate Release 2 May 2007 Recommended Proposals for the acquisition of Crest Nicholson PLC by Castle Bidco Limited Scheme of Arrangement Sanctioned by Court On 8 March 2007, the boards of Crest Nicholson PLC ("Crest Nicholson") andCastle Bidco Limited ("Castle Bidco") announced that they had reached agreementon the terms of a recommended cash offer under which Castle Bidco will acquirethe entire issued and to be issued share capital of Crest Nicholson not alreadyowned by Castle Bidco, such Proposals to be effected by means of a scheme ofarrangement under section 425 of the Companies Act 1985 ("the Scheme"). On 16 April 2007, the board of Crest Nicholson announced that Crest NicholsonShareholders had approved the Scheme (by the requisite majorities) at theCourt-convened Court Meeting and passed the proposed special resolution relatingto the Scheme at the Extraordinary General Meeting of Crest Nicholson, both ofwhich were held on 16 April 2007. The board of Crest Nicholson is pleased to announce that the Court sanctionedthe Scheme at the Court Hearing held today and that it also confirmed theassociated Capital Reduction at that Court Hearing. It is expected that theScheme will become effective on 3 May 2007 following the delivery of an officecopy of the Court Order to the Registrar of Companies and (in relation to theCapital Reduction) the registration by him of such Court Order. In accordance with paragraph 16 of Part 2 (Explanatory Statement) of the SchemeDocument, trading in Crest Nicholson Shares on the London Stock Exchange'smarket for listed securities will be suspended with effect from close ofbusiness today. Crest Nicholson Shares will be de-listed at 8.00 a.m. on 8 May2007. Capitalised terms used but not defined in this announcement have the samemeanings as set out in the Scheme Document. Enquiries Crest Nicholson 01932 580 555John Matthews, ChairmanStephen Stone, Chief Executive Dresdner Kleinwort (Financial and Rule 3 Adviser and Broker 020 7623 8000to Crest Nicholson) Charles BattenMichael CovingtonAngus Kerr (Corporate Broking) Brunswick (Public Relations Adviser to Crest Nicholson) 020 7404 5959Andrew FenwickKate Miller Dresdner Kleinwort, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Crest Nicholson and no-one elsein relation to the Proposals and will not be responsible to anyone other thanCrest Nicholson for providing the protections afforded to customers of DresdnerKleinwort or for providing advice in relation to the Proposals or any othermatter referred to herein. This information is provided by RNS The company news service from the London Stock Exchange