Not for release, publication or distribution in or into the United States, Canada, Australia or Japan
On 1 February 2000, Lafarge announced a cash Offer for Blue Circle at 420p per share subject to the pre-condition that funding for the Offer was arranged on terms satisfactory to Lafarge.
Lafarge announces that funding for the Offer for Blue Circle has been arranged pursuant to underwriting agreements signed today. Accordingly, the pre-condition to the Offer has now been satisfied.
Lafarge will issue a total of €1,727 million of bonds with attached warrants (ORANE-BSA) by way of rights to its shareholders at a price of €74 per ORANE-BSA on the basis of 2 ORANE-BSA for every 9 Lafarge shares held. Each ORANE will convert into one Lafarge share upon the completion of the Offer, but may be reimbursed in cash in certain circumstances, in which case a redemption premium at an annualised rate of 5.5 per cent. will be paid. One warrant will be attached to each ORANE and a holder of 4 warrants will have the right to subscribe for one new Lafarge share at a price of €74, irrespective of the outcome of the Offer. The ORANE (unless redeemed or converted into shares earlier) and warrants will have a life of one year and will be traded separately on the Paris Bourse.
The subscription period for the rights issue is expected to run from 17 February 2000 to 1 March 2000 with settlement expected to take place on 20 March 2000.
The rights issue has been underwritten by BNP Paribas and Dresdner Kleinwort Benson and a syndicate of other banks.
Lafarge has also signed a new bank facility which has been underwritten by Banque Nationale de Paris S.A. and Dresdner Bank AG London Branch.
Kleinwort Benson Limited ("Dresdner Kleinwort Benson"), which is regulated by The Securities and Futures Authority Limited, is acting for Lafarge and the Offeror and no one else in connection with the Offer and will not be responsible to anyone other than Lafarge and the Offeror for providing the protections afforded to customers of Dresdner Kleinwort Benson or for giving advice in relation to the Offer.
BNP UK Corporate Finance, a division of BNP London Branch which is a branch of Banque Nationale de Paris S.A., and Paribas, the London branch of Paribas S.A., (together "BNP Paribas") which are regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting for Lafarge and the Offeror and no one else in connection with the Offer and will not be responsible to anyone other than Lafarge and the Offeror for providing the protections afforded to customers of BNP Paribas or for giving advice in relation to the Offer.
Dresdner Kleinwort Benson and BNP Paribas have approved this announcement solely for the purposes of Section 57 of the Financial Services Act 1986.
A prospectus has been filed with the Commission des Opérations de Bourse and has received the visa number 00-147