NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN, INTO OR FROM AUSTRALIA OR
BAA response to Ferrovial offer
BAA plc ("BAA") notes the announcement of a revised cash offer from the
Ferrovial Consortium at 900 pence per BAA ordinary share. The Board also notes
that under the terms of the offer, shareholders would not receive the final
dividend of 15.25 pence per share already recommended for the financial year
which ended on 31 March 2006.
The offer was communicated at a meeting between the chairmen of BAA and
Ferrovial yesterday afternoon. At a subsequent meeting of the BAA Board,
appropriate consideration was given to the offer. The unanimous decision of the
Board, which has been so advised by Rothschild and UBS, was to continue to
recommend to shareholders that they should reject the offer. In providing
advice to the Board, Rothschild and UBS have taken into account the Board's
The Board wrote to shareholders last week explaining in detail its reasons for
believing that the intrinsic value of BAA is more than 940 pence per share.
This figure does not reflect the value of future opportunities for BAA or the
impact of the group's convertibles. But most importantly, this intrinsic
valuation does not include the premium that any bidder should expect to pay to
acquire control over BAA's unique portfolio of assets.
Marcus Agius, BAA Chairman, commented: "We have evaluated the Ferrovial
Consortium's revised offer but the Board is clear that it still falls well
short of the true value of the company, which we explained to shareholders in
our circular last week. The Board is also clear that the revised offer does not
reflect a suitable premium for control of BAA's unique assets.
"I believe that BAA has an exceptional future under Mike Clasper and his team,
who are committed to delivering outstanding shareholder value. We remain
determined that this company, with its unique assets, will not be sold to the
Ferrovial Consortium or any other bidder on the cheap."
Shareholders who wish to reject the Ferrovial Consortium's offer need do
nothing and should not sign any document which the Ferrovial Consortium or its
advisers send to them.
As required by Rule 25.1 of the Takeover Code we will be circulating the views
of the Board on the effects of implementation of the offer on all the Company's
interests including employment and the offeror's strategic plans for BAA and
their likely consequences.
Media enquiries: Duncan Bonfield, BAA plc
Tel: +44 (0)20 7932 6831
City enquiries: Sarah Hunter, BAA plc
Tel: +44 (0)20 7932 6692
Brunswick: Richard Jacques
Tel: +44 (0)7974 982557
Tel: +44 (0)7974 982547
The Directors of BAA have received financial advice from Rothschild and UBS. In
providing this advice, Rothschild and UBS have placed reliance on the
commercial assessment of the Directors.
The Directors of BAA accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Directors of
BAA (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting for BAA
and no-one else in connection with the matters referred to herein and will not
be responsible to anyone other than BAA for providing the protections afforded
to clients of Rothschild or for giving advice in relation to such matters. UBS
Investment Bank ("UBS") is acting for BAA and no-one else in connection with
the matters referred to herein and will not be responsible to anyone other than
BAA for providing the protections afforded to clients of UBS or for giving
advice in relation to such matters.
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of BAA plc, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or
a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of BAA plc, they will be deemed to be a single person for
the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of BAA plc by BAA plc or the Offeror, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on
the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk <
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.