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For immediate release
Grupo Ferrovial, S.A.
Grupo Ferrovial, S.A. (Ferrovial) notes the announcement earlier today by BAA plc (BAA) regarding its response to Ferrovials recent approach to BAA.
On behalf of a consortium comprising Ferrovial Infraestructuras, S.A. (a subsidiary of Ferrovial), Caisse de dépôt et placement du Québec (CDP) and an investment company directed by GIC Special Investments Pte Ltd (GIC SI) (together the Consortium), Ferrovial confirms that earlier today it submitted to the Chairman of BAA the outline terms of a possible cash offer for the entire issued and to be issued ordinary share capital of BAA (the Proposal).
The Consortium believes the Proposal offers attractive value for BAA shareholders and hence is disappointed that BAA has chosen to reject the Proposal without further discussion.
The Proposal
Subject to the satisfaction or waiver of the pre-conditions set out below, and on the terms and conditions to be set out in any firm offer announcement, the Consortium is prepared to make an offer of 810 pence per share in cash for the entire issued and to be issued ordinary share capital of BAA.
The Proposal values the existing issued share capital of BAA at £8.75bn and represents a premium of 27 per cent. to the average share price of 637p for the 30 days ended on 6 February 2006, the day before speculation began about the possibility of an offer for BAA, and a premium of 32 per cent. to the average share price of 615p for the 12 months ended on 6 February 2006.
The Proposal represents a multiple of 19.3x BAAs undiluted pre-exceptional earnings per share of 41.9p for the year ended 31 March 2005.
It is the strong preference of the Consortium to proceed with the transaction on a recommended basis. Therefore, the Consortium would be willing to increase its offer by a small increment in return for BAA agreeing to grant the limited due diligence access set out below and recommending the Consortiums offer.
Pre-conditions
The pre-conditions to the Proposal are as follows:
- completion of the limited due diligence set out below to the reasonable satisfaction of the Consortium;
- agreement with the trustees of the pension scheme on any required additional contributions and receipt of the appropriate clearance(s) from the pensions regulator; and
- the unanimous recommendation of the BAA board.
- A copy of the trust deed relating to, and rules of, the BAA groups final salary occupational pension scheme (the Scheme) and details of the mortality assumptions used in calculating the Schemes IAS 19 deficit as at 30 September 2005 and copies of the BAA Groups employee share schemes rules and related trust deeds.
- Details of the deferred tax liability and schedule of reversion relating to the BAA groups accelerated capital allowances.
- Details of the BAA group's debt facilities (including copies of the trust deeds in respect of its public debt, including its convertible bonds) and the gross debt, cash, net debt and reserves / distributable reserves of BAA and its material UK subsidiaries.
- Details of the BAA groups outstanding derivative (including hedging) position, contingent liabilities and performance guarantee exposures, as at the latest month end.
- Copies of the latest financial covenant compliance certificates delivered by the BAA group in respect of all of its existing public debt.
- Details of the BAA groups capex budget for the fiscal years ending 31 March 2006 and 31 March 2007 including details of payments made and outstanding, segmented accordingly for Terminal 5.
- Confirmation that none of the provisions in any of the BAA group's contracts or other arrangements relating to Budapest, Indianapolis, Naples and the Australian airports in which it has an interest are triggered by a change of control of, or a transfer of any shares in, any relevant member of the BAA group. To the extent that there are any such provisions, details of those provisions.
- Details of the BAA groups total sales (in US dollars) derived either from assets located in the US or contracts relating to such assets, including reimbursements or other consideration paid to the BAA group pursuant to contracts in the US.