Offer Update
TBI PLC
20 September 2001
For immediate release 20 September 2001
Not for release, publication or distribution in or into Canada, Australia or
Japan
TBI plc ('TBI' or the 'Company')
Offer Recommendation and Trading Update
Following the tragic events in the United States last week, the Board has
reviewed TBI's prospects. It is clear that the air transport industry faces
significant disruption and uncertainty and that the precise nature and scope
of this disruption is difficult to determine at this stage. Following a
review of current trading and prospects of the Company, the Board does not
consider, in the absence of further unforeseen circumstances, that there will
be a material adverse effect on the Company's results for the year ending 31
March 2002. One reason for this is the small percentage of traffic from TBI's
airports generated from transatlantic routes.
Offer recommendation
In light of the terrorist attacks in the United States, TBI convened a Board
meeting on Thursday 13 September to consider the implications upon its
business and Vinci's Offer for TBI (the 'Offer'). The Board discussed a
preliminary assessment of the consequences at that meeting and instructed the
Executive Directors and the Company's financial advisers to undertake further
detailed analysis as soon as practicable. On Tuesday 18 September, TBI
supplied to Vinci certain financial and operational information, including
management accounts, updated financial forecasts for the years ending 31 March
2002 and 2003 and information relating to the easyJet negotiations.
Subsequently, TBI's financial advisers invited both Vinci and, following a
full review of the status of discussions with all third parties, a potential
third party offeror to request additional information and to meet TBI's
management for further discussions with a view to clarifying their intentions
for consideration by the Board at 4.00 p.m. on Thursday 20 September.
Vinci has not accepted invitations to meet TBI and no additional proposals
were received.
The Board of TBI has previously advised shareholders to reject the Offer of 90
pence per share. The Board continues to believe in the prospects of TBI's
attractive portfolio of regional airports. However, in light of recent events
and current market uncertainty, in particular in the air transport and travel
sectors, the Board has reconsidered its recommendation. The Directors now
believe that a cash offer of 90 pence per TBI share, in current circumstances,
appears fair and reasonable. Accordingly, the Directors, who have been so
advised by Dresdner Kleinwort Wasserstein, recommend that TBI Shareholders
accept the Offer. The Directors of TBI have also been so advised by Credit
Lyonnais Securities, the ultimate parent of which has a corporate banking
relationship with Vinci and, as a consequence of Rule 3 of the City Code,
Credit Lyonnais Securities is not acting as independent adviser for the
purposes of the Offer. In giving advice to the Directors, Dresdner Kleinwort
Wasserstein and Credit Lyonnais Securities have taken into account the
Directors' commercial assessments.
The Directors and members of their families (and related trusts) who taken
together hold 19 per cent. of TBI's issued share capital intend to accept the
Offer in respect of their shareholdings.
Vinci's Offer of 90 pence per share remains open for acceptances until 3.00
p.m. (London time) on Monday 24 September.
Trading update
Overall, in the first five months of this financial year to August 2001,
trading was ahead of budget and passenger numbers showed impressive growth.
At Luton, Belfast International and Cardiff International, passenger growth of
approximately 7, 16 and 4 per cent. respectively was achieved over the
corresponding period last year.
At Belfast International, significant progress has already been made in
replacing bmi passenger volume which will cease with effect from 28 October
2001. In the last few weeks, both easyJet and Go Fly have commenced operation
of routes from Belfast International to Scotland, which on an annualised basis
represent additional capacity of more than one million seats.
At Luton, increased passenger numbers and reductions in the cost base have
started to increase margins.
TBI's other airports and airport service activities have traded satisfactorily
for the first five months of the financial year.
easyJet
Constructive progress also continues in the discussions with easyJet. easyJet
already bases a significant proportion of its capacity at Luton. In the first
five months of this financial year, TBI served 1.9 million of easyJet's
passengers representing an increase of 6.3 per cent. over the corresponding
period last year. easyJet has confirmed to TBI that it has no intention of
reducing existing traffic at Luton.
easyJet has ambitious expansion plans. Luton offers significant capacity to
serve that growth and the Directors of TBI believe that Luton is an attractive
location for much of easyJet's future development. The current negotiations
are about this growth which, subject to the agreement of mutually attractive
terms, may be rapid. As a result, discussions are complicated and price is
just one aspect.
On 30 August 2001, TBI and easyJet announced jointly that constructive
negotiations were continuing towards a mutually beneficial agreement. Whilst
substantial progress has been made, because of the complexity of the
negotiations, an extension of the existing charges has been agreed. TBI
continues to work with easyJet and a further announcement will be made when
these negotiations are concluded.
Keith Brooks, Chief Executive of TBI, said:
'Our overriding remit is and always has been to generate value for
shareholders. By transforming TBI into a regional airport company we have
created an attractive portfolio of airports including Luton, London's fourth
airport. Whilst we continue to believe strongly in the attractive prospects
of our business, in the current uncertain climate, we are now recommending
Vinci's cash Offer.'
Enquiries:
TBI 020 7408 7300
Keith Brooks
Caroline Price
Dresdner Kleinwort Wasserstein 020 7623 8000
Charlie Batten
Jeremy Miller
Credit Lyonnais Securities 020 7588 4000
Simon Bennett
David Hart
ABN AMRO 020 7678 8000
Will Coleman
Buchanan Communications 020 7466 5000
Charles Ryland
Nicola Cronk
The Board accepts responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Board (which has
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Dresdner Kleinwort Wasserstein Limited ('Dresdner Kleinwort Wasserstein') and
Credit Lyonnais Securities, which are regulated by The Securities and Futures
Authority Limited in the United Kingdom, are acting for TBI and no one else in
connection with this matter and will not be responsible to anyone other than
TBI for providing the protections afforded to customers of Dresdner Kleinwort
Wasserstein or Credit Lyonnais Securities nor for providing advice in relation
to this matter.