Takeover of Aggregate Industries and launch of public tender offer for The Associated Cement Companies in India

03.21.2005
 

Takeover offer for Aggregate Industries plc declared unconditional Public tender offer for The Associated Cement Companies Ltd launched Takeover offer for Aggregate Industries plc declared unconditional: Having received United States and European Union competition clearance, Holcim Participations (UK) Limited ("Holcim UK"), a wholly owned subsidiary of Holcim Ltd, has announced that all of the conditions to the takeover offer of January 20, 2005 to acquire the entire ordinary share capital of Aggregate Industries plc ("Aggregate Industries") ("Offer") have been either satisfied or waived. Accordingly, the Offer is now unconditional and will remain open until further notice.

As at 3.00 p.m. London time on March 18, 2005, valid acceptances had been received for 657,108,358 Aggregate Industries Shares, representing 50.8 percent of the issued ordinary share capital of Aggregate Industries. Holcim UK has therefore acquired or received valid acceptances of the Offer in respect of a total of 1,042,108,358 Aggregate Industries Shares, corresponding to 80.6 percent of the ordinary share capital of Aggregate Industries.

Based on Aggregate Industries' closing figures for 2004, successful completion of the Offer will allow Holcim to expand its consolidated sales by around CHF 3.6 billion, or just under 30 percent. Holcim will also be able to substantially strengthen its commitment to the aggregates segment, in which its 2004 sales reached 104.2 million tonnes. Sales at Aggregate Industries during the same period were 72 million tonnes. In mature markets, Holcim aims in the future to operate increasingly as an integrated supplier of building materials. Aggregate Industries adds 5 billion tonnes of raw material reserves and, in Holcim's view, is a strategically well positioned company.

The integration of Aggregate Industries into the Holcim Group will lay a solid foundation for further growth. This is especially true of the United States, where Holcim can combine Aggregate Industries' high-grade aggregates, asphalt and ready-mix concrete operations with the Group's own cement activities in key markets. In addition, Holcim is entering the attractive UK aggregates market with a nationwide presence.

Public tender offer for The Associated Cement Companies Ltd launched: On January 20, 2005, Holcim announced that it intended to move into the growth market of India by means of a strategic alliance with Gujarat Ambuja Cements Ltd. Advance notice was given at that time of a public purchase offer of Ambuja Cement India Ltd to the shareholders of The Associated Cement Companies Ltd and Ambuja Cement Eastern Ltd.

The Securities and Exchange Board of India ("SEBI") has cleared the announced tender offer of The Associated Cement Companies Ltd. The offer will open on March 23, 2005, and will end on April 11, 2005. The SEBI has not yet published a decision on the offer to the minority shareholders of Ambuja Cement Eastern Ltd, in which Ambuja Cement India Ltd holds a 94 percent stake.

The Associated Cement Companies Ltd is the second-largest cement producer in India and a professionally managed company. It has 12 cement plants and three grinding plants with a total capacity of 18.2 million tonnes a year. Ambuja Cement Eastern Ltd has an annual production capacity of 2 million tonnes of cement. A success of the public tender offer would make India the largest market within the Holcim Group in terms of production capacity.

Important Notice regarding Aggregate Industries: Unless otherwise determined by Holcim UK, 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, Holcim UK 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.

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

Important Notice regarding Associated Cement Companies: The offer for the shares in the Associated Cement Companies will be made in compliance with the Indian Takeover Code, as supervised by the Securities and Exchange Board of India. Investors outside of India are advised to consult their legal and financial advisers as to whether, and under what circumstances, they are allowed to tender their shares in the offer. The offer 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, United States, Canada, Japan or Australia and the offer will not be capable of acceptance by any such use, means, instrumentality or facility of, or from or within United States, Canada, Japan or Australia. 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 United States, Canada, Japan or Australia and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from United States, Canada, Japan or Australia as doing so may invalidate any purported acceptance of the offer.

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Holcim is one of the world's leading suppliers of cement, aggregates (crushed stone, sand and gravel), concrete and construction-related services. The Group holds majority and minority interests in more than 70 countries on all continents.
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