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Brambles Industries (BI.)

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Monday 20 November, 2006

Brambles Industries

Cash Alternative US$296m

Brambles Industries PLC
20 November 2006


Brambles Industries plc
Company Number: 4134697

20 November 2006


                ANNOUNCEMENT OF US$926 MILLION CASH ALTERNATIVE
                AND ON-MARKET SHARE BUY-BACK IN BRAMBLES LIMITED


Following completion of the tender process, Brambles announced today that,
subject to receiving final approval from the Courts and regulators and
unification of Brambles' dual-listed companies structure ('Unification')
therefore proceeding, approximately US$926 million in cash will be paid in
respect of a total of 93,863,994 shares through the Cash Alternative provided in
connection with the Unification. These shares represent 5.7% of the total
current issued capital of the Brambles Group, and comprise 90,745,866 shares in
Brambles Industries plc (BIP) and 3,118,128 shares in Brambles Industries
Limited (BIL). The GBP Final Cash Alternative Price is 520 pence per share,
equating to an AUD Final Cash Alternative Price of A$12.8475 per share at the
Nominated Exchange Rate.

Brambles Chairman, Mr Don Argus AO, said: 'The Brambles Board today announced
that it will utilise approximately US$926 million via the Cash Alternative at
520 pence or A$12.8475 per share, which is broadly equivalent to the current
market price. This result represents a show of strong support from existing
shareholders to continue their investment in Brambles Limited, given that the
US$2.2 billion maximum amount for the Cash Alternative was not fully utilised.

'In the twelve months following the announcement of the restructuring, Brambles
will have utilised more than US$1.8 billion via on-market buy-backs, special
dividends and the Cash Alternative. The Board is committed to maintaining an
appropriate capital structure for Brambles and has today announced that an
ongoing on-market buy-back programme will be carried out in Brambles Limited
following Unification, should appropriate opportunities arise. The Board may
also consider other capital management opportunities.

'Subject to receiving final approval from the Courts and regulators, today's
announcement represents the final milestone in Brambles' restructuring, which
has been a great success for all shareholders.

'The Board looks forward to welcoming all continuing shareholders into Brambles
Limited on completion of the Unification, as we enter an exciting period of
sustainable growth.'

On 13 September 2006, Brambles released an Information Memorandum in connection
with the proposed Unification of BIL and BIP under a single Australian holding
company - Brambles Limited - with a primary listing on the Australian Stock
Exchange and a secondary listing on the London Stock Exchange. Meetings of the
shareholders of BIP and BIL were held on 1 November and 9 November 2006 at which
the Unification proposal was overwhelmingly approved. Implementation of the
Unification process now requires only final approval from the Courts and
regulators. Subject to that approval, the Unification is expected to be
completed on 4 December 2006, with deferred settlement trading in Brambles
Limited commencing on the Australian Stock Exchange on 27 November 2006, and on
the London Stock Exchange on 24 November 2006.

Under the Cash Alternative, shareholders (other than ineligible overseas
shareholders) were able to tender all or part of their BIL or BIP shareholding
to Brambles Limited. If the Unification proceeds, shareholders whose tenders
have been accepted will receive cash for the shares which are the subject of
their tender under the BIL and BIP schemes of arrangement ('Schemes'), instead
of receiving Brambles Limited shares.

Subject to receiving final approval from the Courts and regulators and
Unification therefore proceeding, and on the terms of the Information
Memorandum, the Cash Alternative Booklets and the Schemes:

   •all GBP Tenders will be accepted at 520 pence per share; and
   •all AUD Tenders at or below A$12.8475, and all AUD Final Price Tenders,
    will be accepted at A$12.8475 per share.

Tenders made at price points at or above A$12.90 will not be accepted under the
Cash Alternative. These shares are now available for shareholders to deal with
at their discretion.

The Unification (and therefore the Cash Alternative) will only proceed if the
Schemes are approved by the Courts and then become effective. Any indication
that shares will be acquired or cancelled under the Schemes for cash or
otherwise is provisional only and non-binding.

In the Information Memorandum, it was indicated that, to the extent that the
Maximum Amount of the Cash Alternative (US$2.2 billion) is not utilised, the
Brambles Limited Board will consider other alternatives to implement a capital
structure broadly similar to that which would have been achieved if the Maximum
Amount of the Cash Alternative were utilised. Brambles Limited today announced
that it would also conduct on-market share buy-backs following implementation of
Unification, should appropriate opportunities arise. The Board may also consider
other capital management opportunities.

Under the ongoing on-market buy-back programme announced today, Brambles Limited
may purchase ordinary shares in Brambles Limited at any time after the
implementation of Unification (currently scheduled for 4 December 2006) during
the course of trading on the Australian Stock Exchange. Offers will be made in
accordance with the ASX Listing Rules and Section 257B of the Corporations Act
2001.

If shareholders have any enquiries relating to their tenders, they should call
the Brambles Unification Information Line on the following numbers:

   •for BIL Shareholders - 1800 250 297 (toll free if calling from within
    Australia) or +61 2 8280 7610 (if calling from outside Australia); and

   •for BIP Shareholders - 0800 028 2349 (toll free if calling from within
    the UK) or +44 1903 276 342 (if calling from outside the UK).

Brambles Industries Limited
Brambles Industries plc
Brambles Limited


                Brambles is globally headquartered in Australia


For further information

Australia

Investor

John Hobson, Head of Investor Relations +61 (0) 2 9256 5216
+61 (0) 407 436 711 (mobile)


Media

Michael Sharp, +61 (0) 2 9256 5255
Vice President, Corporate Affairs +61 (0) 439 470 145 (mobile)


UK

Investor

Sue Scholes, Head of Investor Relations +44 (0) 20 7659 6012

Media

Richard Mountain, Financial Dynamics +44 (0) 20 7269 7291




                      This information is provided by RNS
            The company news service from the London Stock Exchange