GEORGE WIMPEY PLC

Acquisition of McAlpine Homes

14 August 2001

Programme

• Introduction John Robinson

• Acquisition benefits andtransaction structure Peter Johnson

• Price, financing andstructure Andrew Carr-Locke

• Integration plan Keith Cushen

• Concluding comments John 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 scaleDeliver £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 proposedacquisition

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 West 10% 25% £110k £120k ~15%

Midlands 24% 20% £130k £240k ~25%

North 29% 28% £100k £115k ~25%

Scotland 13% 0% £90k n/a ~10%

UK Total 10,226 2,708 £116k £145k ~12,500

Regional Offices 21 10 23

NB Existing mix and price data refer to 12 months to June 2001

* excluding Cumbria **these are indicative numbers only and not a forecast

WimpeyMcAlpineHomes*

Wimpey

InitialTarget**

Geographic Mix

McAlpineHomes*

Indicative asp

Impact on Wimpeyregional mix and ASP

South East 26% 37% 20% 52% ~3.0

South West 8% 19% 18% 7% ~3.0

Midlands 21% 19% 20% 13% ~3.3

North 27% 25% 11% 28% ~3.2

Scotland 18% 0% 31% 0% ~3.2

UK Total 31,920 7,819 10,700 5,800 ~3.2

NB 1. Existing landbank data refers to position at June 2001

2. McAlpine strategic landbank after assumed success factor

*excluding Cumbria **These are indicative numbers only and not a forecast

WimpeyMcAlpineHomes*

Wimpey

Short-termPlots

McAlpineHomes*

StrategicAcres

Impact on Wimpeylandbank

Target Short term

Life (years) **

LondonBristol

Birmingham

Manchester

Leeds

Liverpool

Newcastle

Combined geographiccoverage(excluding Scotland)

LondonBristol

Birmingham

Manchester

Leeds

Liverpool

Newcastle

LONDON

Chelmsford

Basingstoke

Southampton

Slough

Guildford

Colchester

Ipswich

St Albans

Cambridge

MiltonKeynes

Maidstone

Rochester

Norwich

South East

George Wimpey

Sites

Improved South East presence

McAlpine

LondonBristol

Birmingham

Manchester

Leeds

Liverpool

Newcastle

LONDON

Chelmsford

Basingstoke

Southampton

Slough

Guildford

Colchester

Ipswich

St Albans

Cambridge

MiltonKeynes

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

MiltonKeynes

Maidstone

Rochester

Norwich

McAlpineLONDON

Chelmsford

Basingstoke

Southampton

Slough

Guildford

Colchester

Ipswich

St Albans

Cambridge

MiltonKeynes

Maidstone

Rochester

Norwich

Improved South East Product Mix

McAlpineGeorge Wimpey

Sites

MANCHESTERLiverpool

Chester

Southport Blackburn

Improved North West Presence

McAlpine

George Wimpey

5 Bed Det. Sites

LondonBristol

Birmingham

Manchester

Leeds

Liverpool

Newcastle

GCHQSite

CheltenhamTown

78 AcresGross Area

52 AcresNet Area

CHELTENHAM

GCHQ, Cheltenham - Strategic Potential

LondonBristol

Birmingham

Manchester

Leeds

Liverpool

Newcastle

CambourneTown

Nr CambridgeCounty

1045 AcresGross Area

117 AcresMcAlpine Share

809Expected Plots

Net Area 350 Acres

Cambourne, Cambridge

Price, financing and structure

Andrew Carr-Locke

Terms of proposedacquisition

• 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 multipleattractive

NetAssets (1)

McAlpine Homes £411m

Consideration 461 1.12 x

Less: Deferred interest element (12)

449 1.09 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 m 31 Dec 2001

£50 m 2 Jan 2002

£50 m 4 Mar 2002

£51 m* 7 Jul 2002

£110 m 30 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 andsynergies

• £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 - 3.2 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 West 10% 25% £110k £120k ~15%

Midlands 24% 20% £130k £240k ~25%

North 29% 28% £100k £115k ~25%

Scotland 13% 0% £90k n/a ~10%

UK Total 10,226 2,708 £116k £145k ~12,500

Regional Offices 21 10 23

NB existing mix and price data refer to 12 months to June 2001

* excluding Cumbria **these are indicative numbers only and not a forecast

WimpeyMcAlpineHomes*

Wimpey

InitialTarget**

Geographic Mix

McAlpineHomes*

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

OfficesCompletions

per OfficeTarget

completionsLandbank

(units)Landbank

(years)

Strategic Landbank

(acres)

South/S West 3 ~1,800 ~600 5,800 ~3.0 2,500

South East 6 ~3,100 ~510 9,200 ~3.0 4,900

Midlands 5 ~2,500 ~500 8,300 ~3.3 2,600

North 7 ~3,700 ~530 12,000 ~3.2 2,500

Scotland 2 ~1,300 ~650 4,200 ~3.2 2,500

Total 23 ~12,500 ~540 39,500 ~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 andsynergies

• £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