RNS Number:3643G
Grupo Ferrovial SA (IRS)
18 July 2006
FOR IMMEDIATE RELEASE 18 July 2006
Not for release, publication or distribution, in whole or in part, in or into
Canada
RECOMMENDED FINAL OFFERS*
by
AIRPORT DEVELOPMENT AND INVESTMENT LIMITED
a company held by
A CONSORTIUM FORMED AT THE DIRECTION OF FERROVIAL INFRAESTRUCTURAS, S.A., CAISSE
DE DEPOT ET PLACEMENT DU QUEBEC AND GIC SPECIAL INVESTMENTS PTE LTD
for
BAA PLC
COMPULSORY ACQUISITION OF OUTSTANDING BAA PLC CONVERTIBLE BONDS
On 20 April 2006 Airport Development and Investment Limited ("ADI") made an
offer for each of the 2.94% Convertible Bonds due 2008 issued by BAA plc ("BAA")
(the "2008 Convertible Bonds") and an offer for each of the 2.625% Convertible
Bonds due 2009 issued by BAA (the "2009 Convertible Bonds") (together the "
Convertible Offers").
The Board of ADI announced on 26 June 2006 that, by 1pm on that date, it had
received valid acceptances in respect of (i) a total of #418,831,000 nominal of
2008 Convertible Bonds, representing approximately 98.78 per cent. of the entire
nominal amount of 2008 Convertible Bonds then in issue and (ii) a total of
#409,297,000 nominal of 2009 Convertible Bonds, representing approximately 96.30
per cent. of the 2009 Convertible Bonds then in issue.
Accordingly, having received valid acceptances in respect of or otherwise
contracted to acquire over nine-tenths in value of: (i) the 2008 Convertible
Bonds; and (ii) the 2009 Convertible Bonds, ADI is today giving notice to the
holders of 2008 Convertible Bonds and/or 2009 Convertible Bonds who have not
accepted the relevant Convertible Offer informing them that it will compulsorily
acquire their 2008 Convertible Bonds and/or 2009 Convertible Bonds, as the case
may be, by applying sections 428 to 430F of the Companies Act 1985. The
transfer of the compulsorily acquired 2008 Convertible Bonds and 2009
Convertible Bonds is expected to take place on or after 30 August 2006.
Enquiries:
Citigroup
David Wormsley + 44 20 7986 7692
Philip Robert-Tissot + 44 20 7986 7519
David James (Corporate Broking) + 44 20 7986 0732
Simon Alexander (Corporate Broking) + 44 20 7986 0963
Citigate
Ginny Pulbrook + 44 20 7282 2945
Grupo Albion
Alex Moore + 34 91 531 2388
Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the meaning given to them in the offer
document published in relation to the Recommended Final Offers*, dated 12 June
2006.
Citigroup Global Markets Limited is acting for ADI, Ferrovial Infra, CDP and GIC
SI Investor and no one else in connection with the Recommended Final Offers* and
matters described in this announcement, and will not be responsible to anyone
other than ADI, Ferrovial Infra, CDP and GIC SI Investor for providing the
protections afforded to clients of Citigroup Global Markets Limited or for
providing advice in relation to the Recommended Final Offers* and matters
described in this announcement.
Macquarie Bank Limited is acting for ADI and no one else in connection with the
Recommended Final Offers* and matters described in this announcement, and will
not be responsible to anyone other than ADI for providing the protections
afforded to clients of Macquarie Bank Limited or for providing advice in
relation to the Recommended Final Offers* and matters described in this
announcement.
HSBC Bank plc is acting for CDP and no one else in connection with the
Recommended Final Offers* and matters described in this announcement, and will
not be responsible to anyone other than CDP for providing the protections
afforded to clients of HSBC Bank plc or for providing advice in relation to the
Recommended Final Offers* and matters described in this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or purchase any securities or solicitation of an offer to buy any
securities pursuant to the Recommended Final Offers* or otherwise. The
Recommended Final Offers* are made solely by the Revised Offer Documentation
which contains the full terms and conditions of the Recommended Final Offers*,
including details of how the Recommended Final Offers* may be accepted.
Unless otherwise determined by ADI, the Recommended Final Offers* are not being,
and will not be, made, directly or indirectly, in or into or by the use of the
mails of, or by any other means (including, without limitation, electronic mail,
facsimile transmission, telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any facility of a
national securities exchange of Canada or any jurisdiction where to do so would
violate the laws of that jurisdiction and will not be capable of acceptance by
any such use, means or facility or from within Canada or any such jurisdiction.
Accordingly, unless otherwise determined by ADI, copies of this announcement are
not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from Canada or any such
jurisdiction and persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not mail or otherwise
distribute or send it in, into or from such jurisdiction, as doing so may
invalidate any purported acceptance of the Recommended Final Offers*. Any
person (including, without limitation, any custodian, nominee and trustee) who
would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Revised Offer Documentation
and/or any other related document to any jurisdiction outside the United Kingdom
and the United States should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction.
The Loan Notes that will be issued pursuant to the Loan Note Alternative will
not be transferable and will not be listed on any stock exchange and, unless
otherwise determined by ADI, have not been, and will not be, registered under
the US Securities Act or under the securities laws of any jurisdiction of the
United States nor have the relevant clearances been, nor will they be, nor have
any steps been taken, nor will any steps be taken, to enable the Loan Notes to
be offered in compliance with applicable securities laws of Canada, Australia or
Japan (or any province or territory thereof, if applicable) or any other
jurisdiction if to do so would constitute a violation of the relevant laws in
such jurisdiction. Accordingly, unless otherwise determined by ADI and the
relevant clearances are obtained or steps are taken, the Loan Notes may not be
offered, sold, resold or delivered, directly or indirectly, in, into or from the
United States (or to US Persons, as defined in Rule 902 of Regulation S under
the US Securities Act), Canada, Australia or Japan (or to any residents thereof)
or any other jurisdiction (or to residents in that jurisdiction) if to do so
would constitute a violation of the relevant laws in such jurisdiction. Neither
the US Securities and Exchange Commission ("the SEC") nor any US state
securities commission has approved or disapproved of the Loan Notes, or
determined if this announcement is accurate or complete. Any representation to
the contrary is a criminal offence.
US holders of BAA Shares and/or BAA Convertible Bonds should be aware that (i)
the Recommended Final Offers* are for the securities of a corporation organised
under the laws of England and are subject to the procedure and disclosure
requirements of England, including with respect to financial reporting,
withdrawal rights, offer timetable, settlement procedures and timing of payments
that are different from those applicable under US domestic tender offer
procedures and law; (ii) ADI and BAA are located outside of the United States,
some or all of their officers and directors may be resident outside of the
United States and, accordingly, it may not be possible to sue such entities,
their officers or directors in a non-US court for violations of the US
securities laws, and it may be difficult to compel them to subject themselves to
a US court's judgment; (iii) ADI and its members or their respective nominees,
or brokers (acting as agents) may from time to time make certain purchases of,
or arrangements to purchase, BAA securities other than pursuant to the
Recommended Final Offers*, such as in open market or privately negotiated
purchases outside the United States during the period in which the Recommended
Final Offers* remain open for acceptance; and (iv) Citigroup Global Markets
Limited will continue to act as an exempt market maker in BAA securities on the
London Stock Exchange.
Information about such purchases will be disclosed as required in the UK and
will be available from the Regulatory News Service on the London Stock Exchange
website, 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.
* ADI reserves the right to increase, extend or otherwise amend the Recommended
Final Offers* (or any part thereof) (i) with the recommendation of the BAA
Board; or (ii) if a firm intention to make a competing offer for BAA is
announced; or (iii) with the consent of the Panel; or (iv) if BAA issues an
announcement of the kind referred to in Rule 31.9 of the City Code.
This information is provided by RNS
The company news service from the London Stock Exchange
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