Ferrovial - Acceptance Condition Announcement

Jun 19, 2006, 01:00 ET from Ferrovial

    LONDON, June 19 /PRNewswire/ --
     - Not For Release, Publication Or Distribution, in Whole or in Part, in
 or Into Canada
     - Recommended Final Offers* by Airport Development And Investment
 Limited a Company Held by a Consortium Formed at the Direction of Ferrovial
 Infraestructuras, S.A., Caisse de Depot et Placement du Quebec and GIC
 Special Investments PTE Ltd for BAA plc
     - Possible Reduction of Minimum Acceptance Condition to Comply With US
 Regulatory Requirements
     Airport Development and Investment Limited ("ADI") announces, to comply
 with US regulatory requirements, that it may reduce the minimum acceptance
 condition (described in further detail below) applicable to its offer to
 acquire the entire issued and to be issued share capital of BAA plc ("BAA")
 (the "Ordinary Recommended Final Offer*") from 90 per cent. to such lower
 level as it determines, provided that ADI and/or any of its wholly-owned
 subsidiaries shall have acquired or agreed to acquire, whether pursuant to
 the Ordinary Recommended Final Offer* or otherwise, BAA Shares carrying in
 aggregate more than 50 per cent. of the voting rights then normally
 exercisable at general meetings of BAA. Such reduction may be made on 26
 June 2006.
     The Ordinary Recommended Final Offer* is currently conditional upon,
 amongst other things, valid acceptances being received (and not, where
 permitted, withdrawn) by 1.00 p.m. (London time) on 26 June 2006 (or such
 later time(s) and/or date(s) as ADI may, subject to the rules of the United
 Kingdom City Code on Takeovers and Mergers (the "City Code"), decide) in
 respect of not less than 90 per cent. in nominal value of the BAA Shares to
 which the Ordinary Recommended Final Offer* relates, or such lower
 percentage as ADI may decide, provided that such condition (the "Acceptance
 Condition") shall not be satisfied unless ADI and/or any of its
 wholly-owned subsidiaries shall have acquired or agreed to acquire, whether
 pursuant to the Ordinary Recommended Final Offer* or otherwise, BAA Shares
 carrying in aggregate more than 50 per cent. of the voting rights then
 normally exercisable at general meetings of BAA and provided further that
 the Acceptance Condition shall be capable of being satisfied only at a
 time, prior to the final day upon which the Ordinary Recommended Final
 Offer* can become or is declared unconditional as to acceptances, when all
 other conditions to the Ordinary Recommended Final Offer* have been
 satisfied, fulfilled or waived (unless ADI otherwise determines).
     ADI has agreed with Citigroup Global Markets Limited, The Royal Bank of
 Scotland plc, Banco Santander Central Hispano, S.A. (London Branch), HSBC
 Bank plc and Calyon Sucursal en Espana that, unless they so consent, it
 will not declare the Ordinary Recommended Final Offer* unconditional as to
 acceptances until it has received valid acceptances of the Ordinary
 Recommended Final Offer* such that it would hold more than 75 per cent. of
 the issued and outstanding BAA Shares (assuming for this purpose that all
 options and warrants in respect of BAA Shares and all BAA Convertible Bonds
 which, as at the relevant time, are outstanding and have not been assented
 to a Recommended Final Offer* had been exercised or converted, as the case
 may be).
     Under the City Code, ADI is not required to declare its intentions to
 reduce the Acceptance Condition unless and until is has reduced such
 condition, and may, therefore, reduce the Acceptance Condition without
 further notice. BAA Shareholders who have already accepted the Ordinary
 Recommended Final Offer* but who are not willing to accept the Ordinary
 Recommended Final Offer* if the Acceptance Condition is reduced to a level
 lower than 90 per cent. should withdraw their acceptances by 1.00pm (London
 time) on 26 June 2006 (where permitted to do so).
     The Ordinary Recommended Final Offer* will remain open for acceptance
 until 1.00pm (London time) on 26 June 2006.
     Unless otherwise defined in this announcement, capitalised words and
 phrases used in this announcement shall have the same meanings given to
 them in the Revised Offer Document, dated 12 June 2006.
     Citigroup Global Markets Limited is acting for ADI, Ferrovial Infra,
 CDP and GIC SI Investor and no one else in connection with the Recommended
 Final Offers* and matters described in this announcement, and will not be
 responsible to anyone other than ADI, Ferrovial Infra, CDP and GIC SI
 Investor for providing the protections afforded to clients of Citigroup
 Global Markets Limited or for providing advice in relation to the
 Recommended Final Offers* and matters described in this announcement.
     Macquarie Bank Limited is acting for ADI and no one else in connection
 with the Recommended Final Offers* and matters described in this
 announcement, and will not be responsible to anyone other than ADI for
 providing the protections afforded to clients of Macquarie Bank Limited or
 for providing advice in relation to the Recommended Final Offers* and
 matters described in this announcement.
     HSBC Bank plc is acting for CDP and no one else in connection with the
 Recommended Final Offers* and matters described in this announcement, and
 will not be responsible to anyone other than CDP for providing the
 protections afforded to clients of HSBC Bank plc or for providing advice in
 relation to the Recommended Final Offers* and matters described in this
 announcement.
     This announcement does not constitute or form part of any offer or
 invitation to sell or purchase any securities or solicitation of an offer
 to buy any securities pursuant to the offers or otherwise. The Recommended
 Final Offers* are made solely by the Revised Offer Documentation, which
 contain the full terms and conditions of the Recommended Final Offers*,
 including details of how the Recommended Final Offers* may be accepted.
     Unless otherwise determined by ADI, the Recommended Final Offers* are
 not being, and will not be, made, directly or indirectly, in or into or by
 the use of the mails of, or by any other means (including, without
 limitation, electronic mail, facsimile transmission, telex, telephone,
 internet or other forms of electronic communication) of interstate or
 foreign commerce of, or any facility of a national securities exchange of
 Canada or any jurisdiction where to do so would violate the laws of that
 jurisdiction and will not be capable of acceptance by any such use, means
 or facility or from within Canada or any such jurisdiction. Accordingly,
 unless otherwise determined by ADI, copies of this announcement are not
 being, and must not be, directly or indirectly, mailed, transmitted or
 otherwise forwarded, distributed or sent in, into or from Canada or any
 such jurisdiction and persons receiving this announcement (including,
 without limitation, custodians, nominees and trustees) must not mail or
 otherwise distribute or send it in, into or from such jurisdiction, as
 doing so may invalidate any purported acceptance of the Recommended Final
 Offers*. Any person (including, without limitation, any custodian, nominee
 and trustee) who would, or otherwise intends to, or who may have a
 contractual or legal obligation to, forward this announcement and/or the
 Revised Offer Documentation and/or any other related document to any
 jurisdiction outside the United Kingdom and the United States should inform
 themselves of, and observe, any applicable legal or regulatory requirements
 of their jurisdiction.
     The Loan Notes that may be issued pursuant to the Loan Note Alternative
 will not be transferable and will not be listed on any stock exchange and,
 unless otherwise determined by ADI, have not been, and will not be,
 registered under the US Securities Act or under the securities laws of any
 jurisdiction of the United States nor have the relevant clearances been,
 nor will they be, nor have any steps been taken, nor will any steps be
 taken, to enable the Loan Notes to be offered in compliance with applicable
 securities laws of Canada, Australia or Japan (or any province or territory
 thereof, if applicable) or any other jurisdiction if to do so would
 constitute a violation of the relevant laws in such jurisdiction.
 Accordingly, unless otherwise determined by ADI and the relevant clearances
 are obtained or steps are taken, the Loan Notes may not be offered, sold,
 resold or delivered, directly or indirectly, in, into or from the United
 States (or to US Persons, as defined in Rule 902 of Regulation S under the
 US Securities Act), Canada, Australia or Japan (or to any residents
 thereof) or any other jurisdiction (or to residents in that jurisdiction)
 if to do so would constitute a violation of the relevant laws in such
 jurisdiction. Neither the US Securities and Exchange Commission ("the SEC")
 nor any US state securities commission has approved or disapproved of the
 Loan Notes, or determined if this announcement is accurate or complete. Any
 representation to the contrary is a criminal offence.
     The Altitude Shares that may be issued pursuant to the Share Facilities
 have not been registered under the US Securities Act or under the
 securities laws of any jurisdiction of the United States, and may not be
 offered or sold in the United States absent registration under, or an
 applicable exemption from, such registration requirements. Altitude Assets
 is not and will not be registered under the US Investment Company Act. In
 addition, no prospectus in relation to the Altitude Shares has been, or
 will be, lodged with the Australian Securities and Investments Commission
 and no steps have been, or will be, taken to enable Altitude Shares to be
 offered in compliance with the applicable securities laws of Canada,
 Australia or Japan. Consequently, subject to certain limitations and
 exceptions, the Share Facilities are not being made available, and Altitude
 Shares are not being offered or sold, directly or indirectly, in or into
 the United States (or to, or for the account or benefit of, US Persons, as
 defined in Rule 902 of Regulation S under the US Securities Act), Canada,
 Australia or Japan (or to any residents thereof) or any other jurisdiction
 (or to residents in that jurisdiction), if to do so would constitute a
 violation of the relevant laws in such jurisdiction.
     US holders of BAA Shares and/or BAA Convertible Bonds should be aware
 that (i) the Recommended Final Offers* are for the securities of a
 corporation organised under the laws of England and are subject to the
 procedure and disclosure requirements of England, including with respect to
 financial reporting, withdrawal rights, offer timetable, settlement
 procedures and timing of payments that are different from those applicable
 under US domestic tender offer procedures and law; (ii) ADI and BAA are
 located outside of the United States, some or all of their officers and
 directors may be resident outside of the United States and, accordingly, it
 may not be possible to sue such entities, their officers or directors in a
 non-US court for violations of the US securities laws, and it may be
 difficult to compel them to subject themselves to a US court's judgment;
 (iii) ADI and its members or their respective nominees, or brokers (acting
 as agents) may from time to time make certain purchases of, or arrangements
 to purchase, BAA securities other than pursuant to the Recommended Final
 Offers*, such as in open market or privately negotiated purchases outside
 the United States during the period in which the Recommended Final Offers*
 remain open for acceptance; and (iv) Citigroup Global Markets Limited will
 continue to act as an exempt market maker in BAA securities on the London
 Stock Exchange.
     Information about such purchases will be disclosed as required in the
 UK and will be available from the Regulatory News Service on the London
 Stock Exchange website, www.londonstockexchange.com. This information will
 also be publicly disclosed in the United States to the extent that such
 information is made public in the United Kingdom.
     * ADI reserves the right to increase, extend or otherwise amend the
 Recommended Final Offers* (or any part thereof) (i) with the recommendation
 of the BAA Board; (ii) if a firm intention to make a competing offer for
 BAA is announced; (iii) with the consent of the Panel; or (iv) if BAA
 issues an announcement of the kind referred to in Rule 31.9 of the City
 Code.
 
 

SOURCE Ferrovial
    LONDON, June 19 /PRNewswire/ --
     - Not For Release, Publication Or Distribution, in Whole or in Part, in
 or Into Canada
     - Recommended Final Offers* by Airport Development And Investment
 Limited a Company Held by a Consortium Formed at the Direction of Ferrovial
 Infraestructuras, S.A., Caisse de Depot et Placement du Quebec and GIC
 Special Investments PTE Ltd for BAA plc
     - Possible Reduction of Minimum Acceptance Condition to Comply With US
 Regulatory Requirements
     Airport Development and Investment Limited ("ADI") announces, to comply
 with US regulatory requirements, that it may reduce the minimum acceptance
 condition (described in further detail below) applicable to its offer to
 acquire the entire issued and to be issued share capital of BAA plc ("BAA")
 (the "Ordinary Recommended Final Offer*") from 90 per cent. to such lower
 level as it determines, provided that ADI and/or any of its wholly-owned
 subsidiaries shall have acquired or agreed to acquire, whether pursuant to
 the Ordinary Recommended Final Offer* or otherwise, BAA Shares carrying in
 aggregate more than 50 per cent. of the voting rights then normally
 exercisable at general meetings of BAA. Such reduction may be made on 26
 June 2006.
     The Ordinary Recommended Final Offer* is currently conditional upon,
 amongst other things, valid acceptances being received (and not, where
 permitted, withdrawn) by 1.00 p.m. (London time) on 26 June 2006 (or such
 later time(s) and/or date(s) as ADI may, subject to the rules of the United
 Kingdom City Code on Takeovers and Mergers (the "City Code"), decide) in
 respect of not less than 90 per cent. in nominal value of the BAA Shares to
 which the Ordinary Recommended Final Offer* relates, or such lower
 percentage as ADI may decide, provided that such condition (the "Acceptance
 Condition") shall not be satisfied unless ADI and/or any of its
 wholly-owned subsidiaries shall have acquired or agreed to acquire, whether
 pursuant to the Ordinary Recommended Final Offer* or otherwise, BAA Shares
 carrying in aggregate more than 50 per cent. of the voting rights then
 normally exercisable at general meetings of BAA and provided further that
 the Acceptance Condition shall be capable of being satisfied only at a
 time, prior to the final day upon which the Ordinary Recommended Final
 Offer* can become or is declared unconditional as to acceptances, when all
 other conditions to the Ordinary Recommended Final Offer* have been
 satisfied, fulfilled or waived (unless ADI otherwise determines).
     ADI has agreed with Citigroup Global Markets Limited, The Royal Bank of
 Scotland plc, Banco Santander Central Hispano, S.A. (London Branch), HSBC
 Bank plc and Calyon Sucursal en Espana that, unless they so consent, it
 will not declare the Ordinary Recommended Final Offer* unconditional as to
 acceptances until it has received valid acceptances of the Ordinary
 Recommended Final Offer* such that it would hold more than 75 per cent. of
 the issued and outstanding BAA Shares (assuming for this purpose that all
 options and warrants in respect of BAA Shares and all BAA Convertible Bonds
 which, as at the relevant time, are outstanding and have not been assented
 to a Recommended Final Offer* had been exercised or converted, as the case
 may be).
     Under the City Code, ADI is not required to declare its intentions to
 reduce the Acceptance Condition unless and until is has reduced such
 condition, and may, therefore, reduce the Acceptance Condition without
 further notice. BAA Shareholders who have already accepted the Ordinary
 Recommended Final Offer* but who are not willing to accept the Ordinary
 Recommended Final Offer* if the Acceptance Condition is reduced to a level
 lower than 90 per cent. should withdraw their acceptances by 1.00pm (London
 time) on 26 June 2006 (where permitted to do so).
     The Ordinary Recommended Final Offer* will remain open for acceptance
 until 1.00pm (London time) on 26 June 2006.
     Unless otherwise defined in this announcement, capitalised words and
 phrases used in this announcement shall have the same meanings given to
 them in the Revised Offer Document, dated 12 June 2006.
     Citigroup Global Markets Limited is acting for ADI, Ferrovial Infra,
 CDP and GIC SI Investor and no one else in connection with the Recommended
 Final Offers* and matters described in this announcement, and will not be
 responsible to anyone other than ADI, Ferrovial Infra, CDP and GIC SI
 Investor for providing the protections afforded to clients of Citigroup
 Global Markets Limited or for providing advice in relation to the
 Recommended Final Offers* and matters described in this announcement.
     Macquarie Bank Limited is acting for ADI and no one else in connection
 with the Recommended Final Offers* and matters described in this
 announcement, and will not be responsible to anyone other than ADI for
 providing the protections afforded to clients of Macquarie Bank Limited or
 for providing advice in relation to the Recommended Final Offers* and
 matters described in this announcement.
     HSBC Bank plc is acting for CDP and no one else in connection with the
 Recommended Final Offers* and matters described in this announcement, and
 will not be responsible to anyone other than CDP for providing the
 protections afforded to clients of HSBC Bank plc or for providing advice in
 relation to the Recommended Final Offers* and matters described in this
 announcement.
     This announcement does not constitute or form part of any offer or
 invitation to sell or purchase any securities or solicitation of an offer
 to buy any securities pursuant to the offers or otherwise. The Recommended
 Final Offers* are made solely by the Revised Offer Documentation, which
 contain the full terms and conditions of the Recommended Final Offers*,
 including details of how the Recommended Final Offers* may be accepted.
     Unless otherwise determined by ADI, the Recommended Final Offers* are
 not being, and will not be, made, directly or indirectly, in or into or by
 the use of the mails of, or by any other means (including, without
 limitation, electronic mail, facsimile transmission, telex, telephone,
 internet or other forms of electronic communication) of interstate or
 foreign commerce of, or any facility of a national securities exchange of
 Canada or any jurisdiction where to do so would violate the laws of that
 jurisdiction and will not be capable of acceptance by any such use, means
 or facility or from within Canada or any such jurisdiction. Accordingly,
 unless otherwise determined by ADI, copies of this announcement are not
 being, and must not be, directly or indirectly, mailed, transmitted or
 otherwise forwarded, distributed or sent in, into or from Canada or any
 such jurisdiction and persons receiving this announcement (including,
 without limitation, custodians, nominees and trustees) must not mail or
 otherwise distribute or send it in, into or from such jurisdiction, as
 doing so may invalidate any purported acceptance of the Recommended Final
 Offers*. Any person (including, without limitation, any custodian, nominee
 and trustee) who would, or otherwise intends to, or who may have a
 contractual or legal obligation to, forward this announcement and/or the
 Revised Offer Documentation and/or any other related document to any
 jurisdiction outside the United Kingdom and the United States should inform
 themselves of, and observe, any applicable legal or regulatory requirements
 of their jurisdiction.
     The Loan Notes that may be issued pursuant to the Loan Note Alternative
 will not be transferable and will not be listed on any stock exchange and,
 unless otherwise determined by ADI, have not been, and will not be,
 registered under the US Securities Act or under the securities laws of any
 jurisdiction of the United States nor have the relevant clearances been,
 nor will they be, nor have any steps been taken, nor will any steps be
 taken, to enable the Loan Notes to be offered in compliance with applicable
 securities laws of Canada, Australia or Japan (or any province or territory
 thereof, if applicable) or any other jurisdiction if to do so would
 constitute a violation of the relevant laws in such jurisdiction.
 Accordingly, unless otherwise determined by ADI and the relevant clearances
 are obtained or steps are taken, the Loan Notes may not be offered, sold,
 resold or delivered, directly or indirectly, in, into or from the United
 States (or to US Persons, as defined in Rule 902 of Regulation S under the
 US Securities Act), Canada, Australia or Japan (or to any residents
 thereof) or any other jurisdiction (or to residents in that jurisdiction)
 if to do so would constitute a violation of the relevant laws in such
 jurisdiction. Neither the US Securities and Exchange Commission ("the SEC")
 nor any US state securities commission has approved or disapproved of the
 Loan Notes, or determined if this announcement is accurate or complete. Any
 representation to the contrary is a criminal offence.
     The Altitude Shares that may be issued pursuant to the Share Facilities
 have not been registered under the US Securities Act or under the
 securities laws of any jurisdiction of the United States, and may not be
 offered or sold in the United States absent registration under, or an
 applicable exemption from, such registration requirements. Altitude Assets
 is not and will not be registered under the US Investment Company Act. In
 addition, no prospectus in relation to the Altitude Shares has been, or
 will be, lodged with the Australian Securities and Investments Commission
 and no steps have been, or will be, taken to enable Altitude Shares to be
 offered in compliance with the applicable securities laws of Canada,
 Australia or Japan. Consequently, subject to certain limitations and
 exceptions, the Share Facilities are not being made available, and Altitude
 Shares are not being offered or sold, directly or indirectly, in or into
 the United States (or to, or for the account or benefit of, US Persons, as
 defined in Rule 902 of Regulation S under the US Securities Act), Canada,
 Australia or Japan (or to any residents thereof) or any other jurisdiction
 (or to residents in that jurisdiction), if to do so would constitute a
 violation of the relevant laws in such jurisdiction.
     US holders of BAA Shares and/or BAA Convertible Bonds should be aware
 that (i) the Recommended Final Offers* are for the securities of a
 corporation organised under the laws of England and are subject to the
 procedure and disclosure requirements of England, including with respect to
 financial reporting, withdrawal rights, offer timetable, settlement
 procedures and timing of payments that are different from those applicable
 under US domestic tender offer procedures and law; (ii) ADI and BAA are
 located outside of the United States, some or all of their officers and
 directors may be resident outside of the United States and, accordingly, it
 may not be possible to sue such entities, their officers or directors in a
 non-US court for violations of the US securities laws, and it may be
 difficult to compel them to subject themselves to a US court's judgment;
 (iii) ADI and its members or their respective nominees, or brokers (acting
 as agents) may from time to time make certain purchases of, or arrangements
 to purchase, BAA securities other than pursuant to the Recommended Final
 Offers*, such as in open market or privately negotiated purchases outside
 the United States during the period in which the Recommended Final Offers*
 remain open for acceptance; and (iv) Citigroup Global Markets Limited will
 continue to act as an exempt market maker in BAA securities on the London
 Stock Exchange.
     Information about such purchases will be disclosed as required in the
 UK and will be available from the Regulatory News Service on the London
 Stock Exchange website, www.londonstockexchange.com. This information will
 also be publicly disclosed in the United States to the extent that such
 information is made public in the United Kingdom.
     * ADI reserves the right to increase, extend or otherwise amend the
 Recommended Final Offers* (or any part thereof) (i) with the recommendation
 of the BAA Board; (ii) if a firm intention to make a competing offer for
 BAA is announced; (iii) with the consent of the Panel; or (iv) if BAA
 issues an announcement of the kind referred to in Rule 31.9 of the City
 Code.
 
 SOURCE Ferrovial