Statement re extension to PUSU deadline

On 10 July 2024, Bellway p.l.c. ("Bellway") and Crest Nicholson Holdings plc ("Crest Nicholson") announced the terms of a possible all-share offer for Crest Nicholson by Bellway, to acquire the entire issued, and to be issued, share capital of Crest Nicholson. Under the terms of this possible offer, Crest Nicholson's shareholders would receive 0.099 shares in Bellway for each share they own in Crest Nicholson and a dividend of 4 pence per Crest Nicholson share comprising the previously announced interim dividend of 1 pence per share (the "Interim Dividend") and a special dividend of 3 pence per share conditional on completion of the transaction (the "Special Dividend") (together, the "Possible Offer").

In accordance with Rule 2.6(a) of the Code, Bellway was required, by no later than 5.00 p.m. (London time) on 8 August 2024, to either announce a firm intention to make an offer for Crest Nicholson in accordance with Rule 2.7 of the Code or announce that it did not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies (the "PUSU Deadline").

Good progress has been made on reciprocal due diligence with a number of elements satisfactorily completed by both parties. However, in order to allow further time for discussions between Bellway and Crest Nicholson, to fully conclude due diligence and the negotiation of definitive transaction documentation the Board of Crest Nicholson has requested, and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to, an extension to the PUSU Deadline. Consequently, in accordance with Rule 2.6(c) of the Code, Bellway is now required, by not later than 5.00 p.m. (London time) on 20 August 2024, to either announce a firm intention to make an offer for Crest Nicholson in accordance with Rule 2.7 of the Code or 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 be extended by the Board of Crest Nicholson, with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

There can be no certainty that a firm offer will ultimately be made for Crest Nicholson by Bellway, even if the pre-conditions are satisfied or waived. Bellway reserves the right to waive any pre-condition to the making of an offer. A further announcement will be made as and when appropriate.

In accordance with Rule 2.5(a) of the Code, Bellway reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer. In addition, Bellway reserves the right to make an offer for Crest Nicholson at a lower value or on less favourable terms than the Possible Offer: (i) with the agreement or recommendation of the Board of Crest Nicholson; (ii) if a third party announces a firm intention to make an offer for Crest Nicholson, which, at that date, is of a value less than the value of the Possible Offer, and is recommended by the Board of Crest Nicholson; or (iii) following the announcement by Crest Nicholson of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Crest Nicholson declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, other than the Interim Dividend and Special Dividend, Bellway reserves the right to make an equivalent reduction to the Possible Offer.

This announcement has been made with the consent of Crest Nicholson and Bellway.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Crest Nicholson securities and Bellway securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Rule 2.9 information