Taylor Wimpey

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Taylor Wimpey 21NOV201010391056 Taylor Wimpey plc (incorporated in England and Wales under the Companies Acts 1929 and 1985 with registered number 00296805) £250,000,000 10.375% Senior Notes due 2015 Taylor Wimpey plc (the ‘‘Issuer’’ or ‘‘Taylor Wimpey’’) is offering (the ‘‘Offering’’) £250,000,000 in aggregate principal amount of its 10.375% Senior Notes due 2015 (the ‘‘Notes’’). The net proceeds from the Offering will be placed into escrow pursuant to an escrow agreement (the ‘‘Escrow Agreement’’) until the date on which Taylor Wimpey receives certain funds from its lenders and certain other conditions are satisfied (the ‘‘Escrow Date’’). Interest on the Notes will be payable semi-annually in arrear in equal instalments on 30 June and 31 December of each year, commencing on 30 June 2011. If the conditions to the release of the escrowed property in the Escrow Agreement are not satisfied within 15 Business Days from the Issue Date or the guarantee by Taylor Wimpey UK Limited is not effective as of the Escrow Date or, in certain circumstances relating to payment disruption, within 2 Business Days after the Escrow Date, the Notes will be subject to a special mandatory redemption on the next succeeding Business Day (the ‘‘Special Mandatory Redemption Date’’) at a redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued interest, and additional amounts, if any, to but not including, the redemption date. The Notes may also be redeemed at our option, in whole but not in part, at any time prior to the Special Mandatory Redemption Date if, in our good faith judgement, the conditions to the release of the escrowed property will not be fulfilled by the Special Mandatory Redemption Date. The Notes will mature on 31 December 2015. Prior to 31 December 2013, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes by paying the relevant ‘‘make-whole’’ premium. At any time on or after 31 December 2013, the Issuer may redeem all or part of the Notes by paying a specified premium to you. In addition, prior to 31 December 2013, the Issuer may redeem at its option up to 35% of the Notes with the net proceeds from certain equity offerings. Upon the occurrence of certain events constituting a change of control, or if we sell certain of our assets, we may be required to make an offer to purchase some or all of the Notes. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the Notes. The Notes will be senior unsecured debt obligations of the Issuer and will rank pari passu in right of payment with all of the Issuer’s existing and future senior indebtedness that is not subordinated to the Notes, including our New Facilities and Fund Facility. The Notes will be guaranteed to the extent of any shortfall on the amounts due to Noteholders (after taking into account all amounts that Noteholders recover or are entitled to recover from the Issuer and any other guarantor) (the ‘‘Standalone Guarantee’’) by Taylor Wimpey UK Limited (the ‘‘Initial Guarantor’’). This offering circular (the ‘‘Offering Circular’’) includes information on the terms of the Notes and the Standalone Guarantee, including redemption and repurchase prices, covenants and transfer restrictions. Applications have been made for the admission of the Notes to listing on the Official List of the UK Listing Authority and to trading on the Professional Securities Market of the London Stock Exchange. The Professional Securities Market of the London Stock Exchange is an unregulated market for the purposes of Directive 2004/39/EC (the ‘‘Markets in Financial Instruments Directive’’). Listing particulars issued in compliance with the Listing Rules made under section 73A of FSMA are expected to be approved by the FSA in its capacity as competent authority under FSMA. The Notes will be delivered in book-entry form, represented by a global certificate (the ‘‘Global Note’’) and registered in the name of a nominee of a common depositary for Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, societ´ e´ anonyme (‘‘Clearstream, Luxembourg’’) on or about 2 December 2010 against payment in immediately available funds. The Global Note will be exchangeable for certificates representing definitive Notes in registered form in the minimum denomination of £100,000 in the limited circumstance set out in it. See ‘‘Summary of Provisions relating to the Notes while in Global Form’’. The Notes are expected to be assigned on issue a rating of B2 by Moody’s Investors Service, Inc. and B+ by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Investing in the Notes involves risks. See the section of this Offering Circular entitled ‘‘Risk Factors’’. Issue price: 100%, plus accrued and unpaid interest from the issue date The Notes have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘‘US Securities Act’’) or the securities laws of any other jurisdiction. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to or for the benefit of US persons. Accordingly, the Notes are being offered and sold only to non-US persons outside the United States in accordance with Regulation S under the US Securities Act. For a further description of certain restrictions on the offering and sale of the Notes and on the distribution of this document, see ‘‘Subscription and Sale’’ and ‘‘Notice to Certain European Investors’’ below. Global Co-ordinators and Joint Physical Bookrunners The Royal Bank of Scotland Barclays Capital Joint Bookrunners HSBC Lloyds TSB Corporate Markets The date of this Offering Circular is 26 November 2010 This Offering Circular comprises listing particulars given in compliance with the Listing Rules. The Issuer and the Initial Guarantor accept responsibility for the information contained in this Offering Circular. To the best of the knowledge of each of the Issuer and the Initial Guarantor (each having taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. No person is or has been authorised by the Issuer, the Initial Guarantor or the Initial Purchasers (as defined in ‘‘Subscription and Sale’’) to give any information or make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the issue, offering or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Initial Guarantor or any of the Initial Purchasers. You should base your decision to invest in the Notes solely on information contained in this Offering Circular. Neither the Issuer, the Initial Guarantor nor the Initial Purchasers have authorised anyone to provide you with any different information. Neither this Offering Circular nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Initial Guarantor or any of the Initial Purchasers that any recipient of this Offering Circular or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer and/or the Initial Guarantor. None of the Issuer, the Initial Guarantor, the Initial Purchasers or any of their respective representatives is making any representation to any offeree or purchaser of the Notes regarding the legality of an investment in the Notes by such offeree or purchaser under the laws applicable to such offeree or purchaser. Neither this Offering Circular nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer, the Initial Guarantor or any of the Initial Purchasers to any person to subscribe for or to purchase the Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes or the Standalone Guarantee shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Initial Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Initial Purchasers expressly do not undertake to review the financial condition or affairs of the Issuer or the Initial Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the US Securities Act or the securities laws of any other jurisdiction. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to or for the benefit of US persons. For a further description of certain restrictions on the offering and sale of the Notes and on the distribution of this document, see ‘‘Subscription and Sale’’ and ‘‘Notice to Certain European Investors’’. Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the Initial Purchasers shall have any responsibility therefor.
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