GEORGE WIMPEY PLC Acquisition of McAlpine Homes 14 August 2001.

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Presentation transcript:

GEORGE WIMPEY PLC Acquisition of McAlpine Homes 14 August 2001

Programme IntroductionJohn Robinson Acquisition benefits and transaction structure Peter Johnson Price, financing and structure Andrew Carr-Locke Integration planKeith Cushen Concluding commentsJohn Robinson

Disclaimer Any statement regarding earnings enhancement contained in this presentation does not constitute a profit forecast and should not be interpreted to mean that the earnings per share for any period following the acquisition will necessarily be greater than that for the relevant preceding financial period. No reliance may be placed for any purpose on the information contained in this presentation or on its completeness. No representation or warranty by any person, express or implied, is made or given as to the accuracy of the information or opinions contained in this presentation and liability is excluded for any such information or opinions. This presentation does not constitute or form part of any offer or invitation to purchase or subscribe, or any solicitation of any offer or invitation to purchase or subscribe, nor does it constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer or invitation to sell or issue, any securities, nor should this presentation or any part of it form the basis of what will be relied on in connection with any contract therefor.

Acquisition benefits and transaction structure Peter Johnson

Acquisition of McAlpine Homes Acquisition price of £461 m represents a premium of ~9% to net asset value Deferred consideration arrangement allows Wimpey continuing operational flexibility Private transaction has allowed Wimpey to perform full due diligence and plan for integration Accelerates the process of re-focussing Wimpey on higher priced markets and products Earnings enhancing from completion* *this statement should not be interpreted to mean that future earnings per share of Wimpey following the proposed acquisition will necessarily be higher than historical earnings per share

Agenda Background to the proposed acquisition Rationale for the acquisition Benefits of the acquisition ° strategic benefits ° financial benefits ° risk management Summary business plan The impact on Wimpey

Background to the proposed acquisition Commitment to deliver shareholder value New executive team in last nine months Balances experience and new ideas This team has: ° established a new business culture ° delivered on first stage of improvement plan ° achieved momentum for change

Background to the proposed acquisition Stage 1 - integrate existing UK businesses Deliver £20 m overhead savings: achieved Stage 2 - gain benefits of scale Deliver £15 m of build cost savings: in hand Stage 3 - shift business mix towards higher priced markets and products: begun McAlpine Homes enables Wimpey to accelerate its progress and secure immediate financial benefits

Rationale for the proposed acquisition An attractive opportunity Accelerates implementation of Wimpey’s strategy to improve margins in UK housing Gives immediate positive benefit to margins and earnings per share Acquire better located landbank in one-step at a sensible price Involves low execution risk

Summary business plan Combined business to run at reduced number of annual completions McAlpine businesses in Hampshire and the North-West to form new Wimpey regions Cumbria unlikely to be retained Other businesses to be fully integrated into existing Wimpey regions Solihull Head Office to be closed Reduced land spend over next twelve months

Strategic benefits Improves product and geographic mix Higher average selling price: McAlpine £145k* vs Wimpey £118k Higher future selling prices on current landbank: McAlpine ~£160k vs Wimpey ~£130k Improved regional mix: McAlpine 52% of sales in south vs Wimpey 34% Provides presence in good primary locations *excluding Cumbria

Strategic benefits Improves landbank Short-term landbank rises to ~3.2 years after geographical re-focussing and reduced land spend ~56% of McAlpine’s* short-term landbank is in the south vs ~34% for Wimpey McAlpine landbank contains more prime locations Strategic landbank contains high potential margin sites; ~50% is in southern England *excluding Cumbria

Financial benefits Enhances earnings and margins EPS enhancing from completion*, even after fair value adjustments and discounted interest £18 m annual cost savings from integration of head office and regions into Wimpey Potential for further cost savings from procurement and benchmarking Existing sites with planning support profitable volume growth for Wimpey in 2001 and 2002 * this statement should not be interpreted to mean that future earnings per share of Wimpey following the proposed acquisition will necessarily be higher than historical earnings per share

Risk management Business risk low: through due diligence and warranties Execution risk low: recent experience and detailed business plan Market risk low: good national spread, limited exposure to Central London, national affordability remains good Financial risk managed: through deferred payments, year-end gearing stays below 50%

South East 24%27%£144k£170k~25% South West10%25%£110k£120k~15% Midlands24%20%£130k£240k~25% North29%28%£100k£115k~25% Scotland13%0%£90kn/a~10% UK Total10,2262,708£116k£145k~12,500 Regional Offices NB Existing mix and price data refer to 12 months to June 2001 * excluding Cumbria **these are indicative numbers only and not a forecast Wimpey McAlpine Homes* Wimpey Initial Target** Geographic Mix McAlpine Homes* Indicative asp Impact on Wimpey regional mix and ASP

South East 26%37%20%52% ~3.0 South West 8%19%18%7% ~3.0 Midlands21%19%20%13% ~3.3 North27%25%11%28% ~3.2 Scotland18%0%31%0% ~3.2 UK Total31,9207,81910,7005,800 ~3.2 NB 1. Existing landbank data refers to position at June McAlpine strategic landbank after assumed success factor *excluding Cumbria **These are indicative numbers only and not a forecast Wimpey McAlpine Homes* Wimpey Short-term Plots McAlpine Homes* Strategic Acres Impact on Wimpey landbank Target Short term Life (years) **

London Bristol Birmingham Manchester Leeds Liverpool Newcastle Combined geographic coverage (excluding Scotland)

London Bristol Birmingham Manchester Leeds Liverpool Newcastle LONDON Chelmsford Basingstoke Southampton Slough Guildford Colchester Ipswich St Albans Cambridge Milton Keynes Maidstone Rochester Norwich South East George Wimpey Sites Improved South East presence McAlpine

London Bristol Birmingham Manchester Leeds Liverpool Newcastle LONDON Chelmsford Basingstoke Southampton Slough Guildford Colchester Ipswich St Albans Cambridge Milton Keynes Maidstone Rochester Norwich South East George Wimpey Sites George Wimpey 5 Bed Det. Sites McAlpine LONDON Chelmsford Basingstoke Southampton Slough Guildford Colchester Ipswich St Albans Cambridge Milton Keynes Maidstone Rochester Norwich McAlpine LONDON Chelmsford Basingstoke Southampton Slough Guildford Colchester Ipswich St Albans Cambridge Milton Keynes Maidstone Rochester Norwich Improved South East Product Mix

McAlpine George Wimpey Sites MANCHESTER Liverpool Chester Southport Blackburn Improved North West Presence McAlpine George Wimpey 5 Bed Det. Sites

London Bristol Birmingham Manchester Leeds Liverpool Newcastle GCHQSite CheltenhamTown 78 AcresGross Area 52 AcresNet Area CHELTENHAM GCHQ, Cheltenham - Strategic Potential

London Bristol Birmingham Manchester Leeds Liverpool Newcastle CambourneTown Nr Cambridge County 1045 Acres Gross Area 117 Acres McAlpine Share 809 Expected Plots Net Area 350 Acres Cambourne, Cambridge

Price, financing and structure Andrew Carr-Locke

Terms of proposed acquisition Acquisition price is book value plus £50 m premium Estimated book value at completion is £411 m Premium likely to be fair valued to land - unlikely to be goodwill on the balance sheet Deferred consideration includes interest of £12 m – half in 2001, half in 2002 After netting off discounted interest, premium to book value is ~9%

Transaction multiple attractive Net Assets (1) McAlpine Homes £411m Consideration x Less: Deferred interest element (12) x Premium to book value attractive (1) Net asset multiples exclude intra-group debt Enterprise Value £m

Deferred terms £150 m cash paid on completion Remaining ~£311 m paid in instalments: £50 m31 Dec 2001 £50 m 2 Jan 2002 £50 m 4 Mar 2002 £51 m* 7 Jul 2002 £110 m30 Aug 2002 Interest cover comfortable Year-end gearing expected to remain below 50% *subject to any adjustment of the consideration

Financing the acquisition Financing from two main sources: ° new loan facilities of £285 m ° Wimpey to reduce the combined expenditure on land by c£200 m by the end of 2002 Reduced spend on land reflects re-focussing of geographic presence, rather than steps to reduce debt level

Firm cost savings and synergies £18 m annual overhead savings to be achieved by 2002 Estimated headcount savings of c450 One-off exceptional cost of £14 m Synergy benefits to come from: ° reduction in central overheads ° rationalisation of regional office structure ° decentralisation of operational head office functions such as design and procurement

Financial effects Volumes will be reduced from combined levels Reductions will be mainly in lower asp markets Substantial overhead cost savings will be achieved Operating margins will improve Landbank will grow in both life and value years compared to current 3.0 years Plot cost will also rise due to higher square footage and better locations

Integration plan Keith Cushen

Business plan Targeting a reduction in number of annual completions by c1,000 from 2000 level Combined business to operate from 23 regional offices (combined total 32) Two new Wimpey regions to be created: ° southern regions to be restructured ° new City Centre business in North-West Cumbria unlikely to be retained Solihull Head Office to be closed Reduced land spend to the end of 2002

South East 24%27%£144k£170k ~ 25% South West10%25%£110k£120k ~15% Midlands24%20%£130k£240k ~25% North29%28%£100k£115k ~25% Scotland13%0%£90kn/a ~10% UK Total10,2262,708£116k£145k ~12,500 Regional Offices NB existing mix and price data refer to 12 months to June 2001 * excluding Cumbria **these are indicative numbers only and not a forecast Wimpey McAlpine Homes* Wimpey Initial Target** Geographic Mix McAlpine Homes* Indicative asp Impact on Wimpey: regional mix and asp

Integration plan Fully integrate as rapidly as possible Maintain new “decentralised” business model Appoint third regional chairman Retain transitional staff to support integration and achievement of build cost benefits Strengthen business with key McAlpine staff Regional landbanks better balanced Southern regions still have capacity to grow

Critical mass achieved across all regions Offices Completions per Office Target completions Landbank (units) Landbank (years) Strategic Landbank (acres) South/S West 3~1,800~6005,800~3.0 2,500 South East 6~3,100~5109,200~3.04,900 Midlands5~2,500~5008,300~3.32,600 North 7~3,700~53012,000 ~3.22,500 Scotland2~1,300~6504,200~3.22,500 Total 23~12,500~54039,500~3.215,000 Source: Wimpey estimates

Due diligence completed Detailed due diligence carried out Landbank and forecast margins reviewed Team comprised over 40 management from regional offices as well as Head Office Head Office processes reviewed McAlpine management helpful and supportive Assisted detailed integration planning: reduces execution risk

Firm cost savings and synergies £18 m annual overhead savings to be achieved by 2002 Estimated headcount savings of c450 One-off exceptional cost of £14 m Synergy benefits to come from: ° reduction in central overheads ° rationalisation of regional office structure ° decentralisation of operational head office functions such as design and procurement

Potential further integration benefits Productivity and build cost improvements through benchmarking and transfer of best practices Improved procurement and strengthened purchasing power Focus on increasing value per customer through upgrade options Strengthened operational / regional management teams Offers significant further potential financial upside

Concluding comments John Robinson

Concluding comments An excellent deal for Wimpey and its shareholders Terms and transaction structure financially attractive Accelerated the geographical and product re- positioning of Wimpey Execution risk managed by full due diligence process and integration planning

Timetable and approvals Proposed Acquisition conditional on acceptance by Wimpey and McAlpine shareholders Proposed Acquisition is recommended by the Boards of Wimpey and McAlpine Completion expected to take place on 1 October

GEORGE WIMPEY PLC Acquisition of McAlpine Homes 14 August 2001