Results of Court Meeting and General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

29 November 2019

For immediate release

Galliford Try plc

Results of Court Meeting and General Meeting

The Board of Galliford Try plc ("Galliford Try") is pleased to announce that, at the Court Meeting and General Meeting held earlier today in connection with the proposed disposal of the Linden Homes and Partnerships & Regeneration businesses of Galliford Try (the "Transaction"), including a Group restructuring and scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"):

·          at the Court Meeting, the requisite majority of Scheme Shareholders voted to approve the Scheme; and

·          at the General Meeting, the requisite majority of Galliford Try Shareholders voted to pass the General Meeting Resolutions to implement the Scheme, including the amendment to the Articles of Association, approve the Transaction and approve the New Galliford Try LTIP.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the circular published by Galliford Try on 8 November 2019 in relation to the Transaction (the "Circular").

The total number of Ordinary Shares in issue at the Voting Record Time was 111,032,617 carrying one vote each. Accordingly, the total number of voting rights in Galliford Try as at the Voting Record Time was 111,032,617. The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.

Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

* Rounded to two decimal places

General Meeting

The table below sets out the results of the poll at the General Meeting. Each Galliford Try Shareholder, present in person or by proxy, was entitled to one vote per Ordinary Share held at the Voting Record Time.

* Rounded to two decimal places.

** Includes discretionary votes.

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the General Meeting Resolutions.

Next Steps and timetable

The outcome of today's meetings means that the conditions as set out in paragraphs 7.1(a), 7.1(b) and 7.1(c) of Part VII (Explanatory Statement for the Scheme) of the Circular have been satisfied.

Completion of the Transaction remains subject to the satisfaction or, if capable of waiver, waiver of the other outstanding conditions of the Scheme and the Transaction set out in the Circular, including sanction of the Scheme and confirmation of the Galliford Try Capital Reduction by the Court at the Court Hearing, the delivery of a copy of the Court Order and associated statement of capital to the Registrar of Companies and the passing by the requisite majorities at the Bovis Homes General Meeting of the resolutions required to approve and implement the Transaction. Subject to sanction of the Scheme and confirmation of the Galliford Try Capital Reduction by the Court and the satisfaction or waiver (where applicable) of the other conditions, it is expected that the Transaction will complete in January 2020.

The expected timetable of principal events for the implementation of the Transaction remains as set out on pages 9 and 10 of the Circular. If any of the times and/or dates in the expected timetable change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

General

Copies of the resolutions passed at the Court Meeting and General Meeting will be submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Enquiries:

Important Notice

This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement shall constitute an offer or invitation to underwrite, buy, subscribe, sell or issue of the solicitation of an offer to buy, sell, acquire, dispose or subscribe for shares or any other securities.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as lead financial adviser to Galliford Try and New Galliford Try in connection with the proposed sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and Admission and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as joint financial adviser, joint sponsor and joint corporate broker to Galliford Try and New Galliford Try in connection with the proposed sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and Admission and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of HSBC or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint financial adviser, joint sponsor and joint corporate broker to Galliford Try and New Galliford Try in connection with the proposed sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and Admission and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by Galliford Try and is the sole responsibility of Galliford Try. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Rothschild & Co, HSBC or Peel Hunt, or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any responsibility or liability, whether arising in tort, contract or otherwise in respect of this announcement or any such statement, therefore is expressly disclaimed.

Notice to US Shareholders

The issue of the shares in New Topco relates to shares of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the scheme of arrangement is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.

Neither the shares in New Topco nor the Consideration Shares proposed to be issued by Bovis Homes have been, and nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States. Accordingly, neither the shares in New Topco nor the Consideration Shares may be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom. The shares in New Topco and the Consideration Shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Galliford Try Shareholders who are affiliates of New Topco after the scheme of arrangement becomes Effective or affiliates of Bovis Homes after the Transaction has been completed will be subject to certain US transfer restrictions relating to the shares in New Topco and the Consideration Shares received in connection with the scheme of arrangement and the Transaction, respectively.

The shares in New Galliford Try have not been and are not required to be registered under the Securities Act. The shares in New Galliford Try should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and persons who receive shares in New Galliford Try (other than affiliates) may resell them without restriction under the Securities Act.

For the purposes of qualifying for the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(10), the Company will advise the Court through counsel that its sanctioning of the scheme of arrangement will be relied upon by New Topco and Bovis Homes as an approval of the scheme of arrangement following a hearing on its fairness to Galliford Try Shareholders.

It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws, since New Galliford Try, Bovis Homes and Galliford Try are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.