Crest Nicholson Regulatory News (CRST)

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

FOR IMMEDIATE RELEASE

5 July 2024

Crest Nicholson Holdings plc ("Crest Nicholson")

Response to press speculation

The Board of Crest Nicholson notes the recent press speculation and confirms that it has received unsolicited, preliminary, indicative proposals from Avant Homes ("Avant") regarding a possible all-share combination of Crest Nicholson and Avant.

None of the proposals from Avant involved a possible takeover offer by Avant for Crest Nicholson. The most recent indicative proposal was an all-share acquisition by Crest Nicholson of Avant in consideration for the issue of Crest Nicholson shares to Avant shareholders, whilst retaining the listing of Crest Nicholson on the Main Market of the London Stock Exchange.

The Avant proposal implied Avant shareholders, including its main shareholder, Elliott Investment Management, L.P. (together with its affiliates, "Elliott"), would own approximately 30 per cent. of the enlarged group.

The Board of Crest Nicholson evaluated the Avant proposal with its financial advisers, Barclays and Jefferies, and concluded it was not currently minded to engage in discussions regarding a potential transaction with Avant while in an offer period in relation to a possible all-share offer from Bellway plc ("Bellway"). Accordingly, the Board of Crest Nicholson sent a letter to Avant on 27 June 2024 setting out its decision and explaining its position.

In accordance with Rule 2.6(a) of the Code, Bellway is required, by not later than 5.00 p.m. (London time) on 11 July 2024, being 28 days after 13 June 2024, the date of the announcement made by Bellway publishing details of the Revised Proposal, either to announce a firm intention to make an offer for Crest Nicholson in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for Crest Nicholson, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

This announcement has been made without the consent of Avant, Elliott or Bellway.

Enquiries:

Crest Nicholson Holdings plc + 44 (0) 19 3258 0555

Martyn Clark (Chief Executive Officer)

Bill Floydd (Group Finance Director)

Jenny Matthews (Head of Investor Relations)

Barclays Bank PLC, acting through its Investment Bank + 44 (0) 20 7623 2323(Joint Financial Adviser and Joint Corporate Broker)

Robert Mayhew

Osman Akkaya

Stuart Jempson

Mark Gunalan

Jefferies International Limited + 44 (0) 20 7029 8000(Joint Financial Adviser and Joint Corporate Broker)

Philip Yates

Sam Barnett

Will Soutar

Thomas Bective

Teneo + 44 (0) 20 7260 2700(Financial Communications Adviser)

James Macey White

Giles Kernick

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Notice related to financial advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Crest Nicholson and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Crest Nicholson for providing the protections afforded to clients of Barclays nor for providing advice in relation to the subject matter of this announcement.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Crest Nicholson and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Crest Nicholson for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.