Extension of offer and announcement of level of acceptances

 

Holcim Participations (UK) Limited (the "Offeror"), a wholly owned subsidiary of Holcim Ltd, announces that, as at 3.00 p.m. on 28 February 2005, being the first closing date of the recommended cash offer for the entire existing ordinary share capital of Aggregate Industries plc ("Aggregate Industries") (other than the 385,000,000 AI Shares already held by Holcim) announced on 20 January 2005 and made by Citigroup Global Markets Limited ("Citigroup") on behalf of the Offeror (the "Offer"), valid acceptances of the Offer had been received in respect of 628,801,556 AI Shares representing approximately 48.7 per cent of the existing issued ordinary share capital of Aggregate Industries. Of these acceptances, the Offeror has received valid elections for the Loan Note Alternative to receive Loan Notes in respect of 19,676,414 AI Shares, representing approximately 1.5 per cent of the existing issued ordinary share capital of Aggregate Industries. The Offeror has therefore acquired, or received valid acceptances of the Offer in respect of, 1,013,801,556 AI Shares in aggregate representing 78.4 per cent of the existing issued ordinary share capital of Aggregate Industries.

The Offer has been extended and will remain open for acceptance until 3.00 p.m. (London time) on 21 March 2005.

The Offer remains conditional on, inter alia, the receipt of competition clearance from the European Commission (the "Commission" ). The Offer was notified to the Commission under Council Regulation (EC) 139/2004 on 7 February 2005. The Commission has announced that its provisional deadline for consideration of that notification is 14 March 2005, by which date a decision is expected as to whether the Commission considers the Offer to be compatible with the common market.

Prior to the commencement of the Offer period on 12 January 2005, neither the Offeror nor any persons acting, or deemed to be acting in concert with the Offeror, held any AI Shares (or rights over AI Shares). Prior to the announcement of the Offer on 20 January 2005, the Offeror had received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the AI Directors and certain related persons in respect of their entire beneficial holdings of, in aggregate, 6,485,796 AI Shares representing approximately 0.5 per cent of the existing issued ordinary share capital of Aggregate Industries. Valid acceptances have been received in respect of 6,254,692 of these AI Shares that are the subject of irrevocable undertakings and are included in the total number of valid acceptances referred to above.

Neither the Offeror nor any persons acting, or deemed to be acting in concert with the Offeror, have acquired or agreed to acquire any AI Shares (or rights over any AI Shares) since the commencement of the Offer period other than in respect of the AI Shares the subject of the irrevocable undertakings referred to above and the acquisition by the Offeror of 385,000,000 AI Shares (representing approximately 29.8 per cent of the existing issued ordinary share capital of Aggregate Industries) between 12 January 2005 and 20 January 2005.

Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible and, in any event, not later than 3.00 p.m. (London time) on 21 March 2005.

The Offer remains subject to the terms and conditions set out in the Offer Document.

Defined terms used in this announcement have the same meanings as in the Offer Document dated 7 February 2005.


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Holcim is one of the world's leading suppliers of cement, aggregates (gravel and sand), concrete and construction-related services. The Group holds majority and minority interests in more than 70 countries on all continents.
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Citigroup, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as financial adviser and corporate broker to Holcim and no one else in connection with the Offer and will not be responsible to anyone other than Holcim for providing the protections afforded to clients of Citigroup, nor for providing advice in relation to the Offer. Unless otherwise determined by the Offeror, the Offer (including the Loan Note Alternative) is not being made, directly or indirectly, in or into, or by use of the mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer (including the Loan Note Alternative) will not be capable of acceptance by any such use, means, instrumentality or facility of, or from or within, any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Notwithstanding the foregoing, the Offeror will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. The Loan Notes which may be issued pursuant to the Loan Note Alternative will not be listed on any stock exchange and will not be registered or filed under any relevant laws of any Restricted Jurisdiction, and no prospectus or other documentation which would otherwise be required to be prepared in respect of the Loan Notes pursuant to any relevant laws of a Restricted Jurisdiction has been lodged with or registered by any securities commission or similar authority in any Restricted Jurisdiction. Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States, Australia, Canada or Japan or any other jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration of the Loan Notes, or to or for the account or benefit of any US person or resident of Australia, Canada or Japan or any other such jurisdiction. This announcement does not constitute an offer or an invitation to purchase any securities or the solicitation of an offer to buy any securities.

 
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