Offer Update

Galliford Try PLC 16 February 2007 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA , CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. Galliford Try plc ('Galliford Try') Recommended Offers by Galliford Try plc to acquire the whole of the issued and to be issued share capital of Linden Holdings PLC ('Linden') OFFER UNCONDITIONAL AS TO ACCEPTANCES On 8 February 2007, Galliford Try announced the terms of recommended cash offers to purchase the entire issued and to be issued share capital of Linden (the 'Offers'). The document setting out the full terms of the Offers (the 'Offer Document') was posted to Linden Shareholders on 8 February 2007. In addition, on 8 February 2007 Galliford Try announced a placing of new Galliford Try shares to raise approximately £144.3 million (net of expenses) to fund the consideration payable under the Offers (the 'Placing'). The Board of Galliford Try is pleased to announce that as at 5.00 p.m. on 15 February 2007, valid acceptances of the Offers had been received in respect of a total of 5,185,107 Linden A Shares representing 88.6 per cent of the Linden A Shares and 2,345,934 Linden B Shares representing 100 per cent of the Linden B Shares. Accordingly, the Offers have become unconditional as to acceptances. The Offers will remain open for acceptances until the first closing date of the Offers of 3.00 p.m. on 8 March 2007. The Offers remain conditional upon the other conditions set out in Appendix 1 of the Offer Document. Prior to making the Offers, Galliford Try obtained irrevocable undertakings to accept, or procure the acceptance of, the Offers from all of the Linden Directors and certain other Linden Shareholders representing 89.7 per cent. of the Linden A Shares and 100 per cent. of the Linden B Shares in issue. At 5.00 p.m. on 15 February 2007 Galliford Try had received valid acceptances in respect of all such shares save in respect of an irrevocable undertaking over 60,000 shares given by Rob Lambie. The acceptances received pursuant to the irrevocable undertakings are included in the total number of valid acceptances referred to above. Save as disclosed in this announcement, neither Galliford Try nor any person acting in concert with it for the purpose of the Offers, has an interest in (or a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in respect of) or has borrowed or lent any Linden Shares during the Offer Period. Linden Shareholders who wish to accept the Offers and have not done so, should complete their Forms of Acceptance and return them by post to Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA as soon as possible by following the procedure set out in Appendix I, Part 3 of the Offer Document. Additional Forms of Acceptance are available from Lloyds TSB Registrars by telephone on 0870 240 7967 (or +44 1903 276 342 if telephoning from outside the UK) or at the address referred to above. Words and expressions defined in the Offer Document, unless the context otherwise requires, bear the same meaning as used in this announcement. Enquiries: Galliford Try plc Greg Fitzgerald, Chief Executive +44 (0) 18 9585 5220 Frank Nelson, Finance Director +44 (0) 18 9585 5221 PricewaterhouseCoopers LLP (Financial Adviser) Gerry Young +44 (0) 20 7583 5000 Ruben Baskaran +44 (0) 20 7583 5000 KBC Peel Hunt Ltd (Broker and Underwriter) Simon Hayes +44 (0) 20 7418 8900 Julian Blunt +44 (0) 20 7418 8900 Bell Pottinger Corporate & Financial (PR adviser) Ann-marie Wilkinson +44 (0) 20 7861 3932 Geoff Callow +44 (0) 20 7861 3877 This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. Any acceptance or other response to the Offers should be made only on the basis of information referred to in the Offer Document and the Form of Acceptance. PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively for Galliford Try plc and for no one else in relation to the Offers and the Placing and Open Offer and will not be responsible to anyone other than Galliford Try plc for providing the protections afforded to clients of PricewaterhouseCoopers LLP or for giving advice in relation to the Offers, the Placing and Open Offer, or any other matter referred to in this announcement. KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the Financial Services Authority, is acting as corporate broker to Galliford Try plc in relation to the Placing and Open Offer and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of KBC Peel Hunt Ltd nor for advising them on the contents of this announcement or any other matter referred to in this announcement. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions. And failure to comply with the restrictions may constitute a violation of securities laws of any such jurisdiction. Unless otherwise determined by Galliford Try and permitted by applicable law and regulation, the Offers are not being, and will not be, made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offers will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offers are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offers. This information is provided by RNS The company news service from the London Stock Exchange
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