Further to Acquisition

TBI PLC 20 March 2001 TBI plc ('TBI') Acquisition of a further 46.4 per cent. of London Luton Airport Group Limited ('LLAG') On 28 February 2001, TBI announced that it had conditionally agreed to acquire up to a further 65 per cent. of LLAG and associated LLAG Loan Notes from Barclays Industrial Investments Limited, Clink Street Nominees Limited and Barclays Infrastructure Limited (in its capacity as the general partner the Barclays UK Infrastructure Fund) (the 'Vendor Shareholders'). As a result of certain pre-emption rights contained in the articles of association of LLAG, the actual percentage acquired by TBI was dependent on Bechtel (an existing 10 per cent. shareholder in LLAG) exercising its rights to acquire up to an additional 18.6 per cent. of LLAG (such that its resulting shareholding in LLAG would be approximately 28.6 per cent.). Bechtel was also to give notification of its intention to exercise its pre-emption rights up to its maximum pro-rata entitlement by 5.00 p.m. on 19 March 2001. This notification has now been received and Bechtel has confirmed that it will acquire 18.6 per cent. of LLAG shares (and £3,333,942 of LLAG Loan Notes) from the Vendor Shareholders such that Bechtel's resulting interest in LLAG will be 28.6 per cent. As a result of Bechtel's notification, TBI will now acquire a further 46.4 per cent. of LLAG shares and £8,334,858 of LLAG Loan Notes from the Vendor Shareholders. The consideration for this acquisition will be approximately £ 58.6 million of which approximately £8.3 million will be used to purchase LLAG Loan Notes. Following the Acquisition, TBI will hold 71.4 per cent. of LLAG. The consideration is being satisfied as to £31.7 million from the proceeds (net of expenses) of the Vendor Placing and as to £26.9 million from new bank facilities. Shareholder approval of the Acquisition was obtained at TBI's Extraordinary General Meeting held on 19 March 2001. Admission to the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange of the New Ordinary Shares issued in connection with the Vendor Placing (which will rank pari passu in all respects with the ordinary shares currently in issue other than the right to any final dividend which may be declared in respect of the year ending 31 March 2001) is expected to become effective on 21 March 2001. Commenting on the acquisition, following Bechtel's notification of its increased interest in LLAG, Keith Brooks (Chief Executive of TBI) stated: 'We welcome Bechtel's further investment in LLAG. We believe that this additional investment by a multinational corporation is recognition of the great potential inherent in London Luton Airport. Now that TBI has operational and management control of LLAG, we look forward to maximising the tremendous opportunities that are available at this fast growing airport' For further enquiries: TBI 020 7408 7300 Keith Brooks, Chief Executive Caroline Price, Finance Director Credit Lyonnais Securities - Financial adviser and Sponsor 020 7588 4000 Simon Bennett (Director) David Hart (Director) Hoare Govett Limited - Broker 020 7678 8000 Will Coleman (Director) Buchanan Communications 020 7466 5000 Charles Ryland (Director) 20 March 2001 END
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