15th Jun 2006 10:23
Associated British Ports Hldgs PLC15 June 2006 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN 15 JUNE 2006 ASSOCIATED BRITISH PORTS HOLDINGS PLC ('ABPH' OR THE 'COMPANY') STATEMENT RE POSSIBLE OFFER The Board of ABPH notes the announcement this morning by Admiral Acquisitions UKLimited ("Admiral") of a revised cash offer of 840 pence per share. Following the announcement last night by a consortium including MacquarieEuropean Infrastructure Fund, Macquarie European Infrastructure Fund II, 3iGroup plc, Canada Pension Plan Investment Board, Industry Funds Management andMacquarie Bank Limited (the "Macquarie Consortium") that it was consideringmaking a cash offer for ABPH, the Board announces that it has now received apre-conditional proposal from the Macquarie Consortium indicating a cash priceof at least 840 pence per share. The Board also notes this morning'sannouncement from the Macquarie Consortium urging shareholders to take no actionin response to the revised proposal from Admiral. The Board is currently evaluating the Macquarie Consortium's proposal in lightof the revised cash offer from Admiral. A further announcement will be made indue course. Note 7 of Rule 2.4 of the City Code on Takeovers and Mergers requires theCompany to clarify that this statement is being made by the Company withoutprior agreement with the Macquarie Consortium and that there can therefore be nocertainty whether an offer will be made by the Macquarie Consortium nor as tothe terms on which any such offer might be made. Enquiries: Associated British Ports Holdings PLC Tel: +44 (0) 20 7430 1177Chris Clark (Chairman)Bo Lerenius (Group Chief Executive)Richard Adam (Group Finance Director) Deutsche Bank (financial adviser) Tel: +44 (0) 20 7545 8000Mark PrestonAnthony ParsonsOmar Faruqui JP Morgan Cazenove (corporate broker) Tel: +44 (0) 20 7588 2828Malcolm MoirJonathan Wilcox Morgan Stanley (corporate broker) Tel: +44 (0)20 7425 8000Peter MoorhouseJon Bathard-Smith Finsbury (PR adviser) Tel: +44 (0)20 7251 3801James MurgatroydJames LevitonDon Hunter Notes to Editors:Associated British Ports Holdings PLC is a leading provider to ship and cargoowners of innovative and high-quality port facilities and services. The group's principal subsidiary, Associated British Ports, is the UK's largestand leading ports group. Its 21 ports handle almost a quarter of the country'sseaborne trade. The group's property investment and property development activities are focusedon opportunities within its ports. The group employs around 2,500 people. This, and other news releases relating to the group, can be found atwww.abports.co.uk. The Directors of ABPH accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the Directors (whohave taken all reasonable care to ensure that such is the case) the informationcontained in this letter is in accordance with the facts and does not omitanything likely to affect the import of such information. Deutsche Bank AG, which is authorised under German Banking Law (competentauthority: BaFin - Federal Financial Supervising Authority) and with respect toUK commodity derivatives business by the Financial Services Authority; regulatedby the Financial Services Authority for the conduct of UK business, is actingexclusively for ABPH and no-one else in connection with the Proposals and willnot be responsible to anyone other than ABPH for providing the protectionsafforded to clients of Deutsche Bank AG nor for providing advice in relation tothe Proposals. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for ABPH inconnection with the Proposals and no-one else and will not be responsible toanyone other than ABPH for providing the protections afforded to clients ofJPMorgan Cazenove Limited nor for providing advice in relation to the Proposals. Morgan Stanley & Co. International Limited is acting exclusively for ABPH inconnection with the Proposals and no one else and will not be responsible toanyone other than ABPH for providing the protections afforded to clients ofMorgan Stanley & Co. International Limited nor for providing advice in relationto the Proposals. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of ABPH, all "dealings" in any "relevant securities" of ABPH,(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than3.30 pm (London time) on the London business day following the date of therelevant transaction. This requirement will continue until the date on which theoffer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of ABPH,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of ABPH by Admiral or the Macquarie Consortium or ABPH, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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