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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