Offer Update

Balfour Beatty PLC 12 December 2003 Embargoed until 7:30am 12 December 2003 Not for release, publication or distribution in, into or from the United States, Australia, Canada or Japan RECOMMENDED CASH OFFERS BY CITIGROUP ON BEHALF OF BALFOUR BEATTY PLC ('BALFOUR BEATTY') FOR MANSELL PLC ('MANSELL') Offers declared unconditional as to acceptances Balfour Beatty, the international engineering, construction and services group announces today that the recommended cash offers made on 20 November 2003 for the share capital of Mansell, the UK construction and construction services company ('the Offers') have been declared unconditional as to acceptances. The Offers and the Loan Note Alternative will remain open for acceptance until further notice. As at 3.00 p.m. (London time) on 11 December 2003 valid acceptances under the Offers had been received in respect of: (i) 24,037,794 Ordinary Shares in Mansell, representing approximately 94.23 per cent. of the Ordinary Shares in issue; (ii) 799,322 Preferred Ordinary Shares in Mansell, representing 100 per cent. of the Preferred Ordinary Shares in issue; and (iii) 20,000,000 'A' Ordinary Shares in Mansell, representing 100 per cent. of the 'A' Ordinary Shares in issue. The above figures include acceptances for all of the Mansell Shares for which Balfour Beatty held irrevocable undertakings on the day on which the Offers were announced. Those undertakings were in respect of 4,702,806 Ordinary Shares (representing approximately 18.4 per cent. of Mansell's issued Ordinary Shares at such time), 380,905 Preferred Ordinary Shares (representing approximately 47.6 per cent. of Mansell's issued Preferred Ordinary Shares at such time) and 20,000,000 'A' Ordinary Shares (representing 100 per cent. of Mansell's issued ' A' Ordinary Shares at such time). Save as disclosed above, neither Balfour Beatty nor any persons deemed to be acting in concert with Balfour Beatty held any shares in Mansell or rights over shares in Mansell before the commencement of the Offer Period or has acquired or agreed to acquire any such shares or rights over such shares during the Offer Period. Certain conditions, including written confirmation from the Office of Fair Trading that the Offers would not be referred to the Competition Commission for investigation, and the passing of certain resolutions to amend the articles of association of Mansell are still outstanding and the Offers, therefore, remain conditional. Mansell shareholders who wish to accept the Offers, but have not already done so, should return their completed Form(s) of Acceptance in accordance with the instructions set out in the Offer Document as soon as possible. Mansell is one of the UK's leading construction and construction services companies, operating throughout the UK. Its principal operations include both new build and repair and improvement and are focussed on a number of selected market sectors, notably social housing, fit-out, education, health, airports, defence, heritage and telecommunications. Mansell has pursued a strategy of focussing on specific products and developing sustainable business through framework and partnering contracts. ENDS Enquiries to: Tim Sharp Tel: 020 7216 6884 www.balfourbeatty.com Definitions set out in the Offer Document dated 20 November 2003 apply to terms used in this announcement unless the context otherwise requires. This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offers or otherwise. The Offers are made solely by the Offer Document and the Form(s) of Acceptance accompanying the Offer Document. Citigroup is acting for Balfour Beatty and no one else in connection with the Offers and will not be responsible to anyone other than Balfour Beatty for providing the protections offered to clients of Citigroup nor for providing advice in relation to the Offers. This information is provided by RNS The company news service from the London Stock Exchange
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