Offer Update

RNS Number:6537G
Airport Concessions & Development
21 December 2004


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, 
AUSTRALIA, CANADA OR JAPAN

21 December 2004

                  Airport Concessions and Development Limited

                             Recommended Cash Offer

                                      for

                                    TBI plc

                     Offer unconditional as to acceptances


Airport Concessions and Development Limited ("ACDL") announces that as at 3.00
p.m. on 20 December 2004, ACDL had received valid acceptances of the Offer in
respect of 350,837,080 TBI Shares in aggregate, representing approximately 61.13
per cent. of the existing issued ordinary share capital of TBI.

In addition, as announced on 2 December 2004, ACDL has acquired 167,621,780 TBI
Shares in aggregate, representing approximately 29.20 per cent. of the existing
issued ordinary share capital of TBI (including shares issued since 2 December
2004).

In total, ACDL now either owns or has received valid acceptances in respect of a
total of 518,458,860 TBI Shares in aggregate, representing approximately 90.34
per cent. of the existing issued ordinary share capital of TBI. Consequently the
condition of the Offer as set out in paragraph (a) of Part A of Appendix I to
the Offer Document has now been satisfied and the Offer has become unconditional
as to acceptances.

To the extent they have not already done so, TBI Shareholders who wish to accept
the Offer should complete and return their Form of Acceptance in accordance with
the instructions set out in the Offer Document and in the Form of Acceptance.
Acceptances of the Offer should be received by no later than 3.00 p.m. on 7
January 2005 (or such later time(s) and/or date(s) as ACDL may, subject to the
City Code, decide).

Additional copies of the Offer Document and the Form of Acceptance can be
obtained by telephoning Computershare Investor Services PLC on 0870 702 0100 (or
from outside the United Kingdom on [phone]).

SHAREHOLDER SUPPORT

As at the date of posting the Offer Document, legally binding irrevocable
undertakings to accept the Offer had been received in respect of 163,013,722 TBI
Shares, representing approximately 28.41 per cent. of the existing issued
ordinary share capital of TBI. In addition, as at the date of posting the Offer
Document, letters of support had been received in respect of 57,151,637 TBI
Shares, representing approximately 9.96 per cent. of the existing issued
ordinary share capital of TBI.

ENQUIRIES:

HSBC Bank plc
(Financial adviser and broker to ACDL)
Robin Phillips
Neil Goldie-Scot
Phone: [phone]

Brunswick
(PR adviser to ACDL)
Jonathan Glass
Phone: [phone]

Unless the context requires otherwise, defined terms where used herein have the
same meanings as are ascribed to them in the Offer Document relating to the
Offer dated 27 November 2004.

As stated in the Offer Document, if, in due course, the Offer becomes or is
declared unconditional in all respects, ACDL intends to exercise its rights to
acquire compulsorily any outstanding TBI Shares to which the Offer relates and
not acquired or agreed to be acquired pursuant to the Offer or otherwise on the
same terms as the Offer by applying the provisions of sections 428 to 430F
(inclusive) of the Companies Act.

Save as disclosed above, neither ACDL nor Abertis nor any persons acting or
deemed to be acting in concert with ACDL or Abertis: (i) held any TBI Shares (or
rights over any TBI Shares) prior to the Offer Period; or (ii) have acquired or
agreed to acquire any TBI Shares (or rights over any TBI Shares) since the
commencement of the Offer Period.

This announcement does not constitute an offer to sell, or an invitation to
purchase, any securities. The Offer is made solely by the Offer Document and the
Form of Acceptance.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or other
securities exchange of, the United States, Australia, Canada or Japan, and the
Offer cannot be accepted by any such use, means, instrumentality or facility, or
from within the United States, Australia, Canada or Japan. Accordingly, copies
of the Offer Document, the Form of Acceptance and any other related offering
documents are not being (unless otherwise determined by ACDL in its sole
discretion) and must not be, mailed or otherwise distributed or sent in, into or
from the United States, Australia, Canada or Japan and persons receiving such
documents (including, without limitation, custodians, nominees and trustees)
should not distribute, forward, mail, transmit or send them in, into or from the
United States, Australia, Canada or Japan. Doing so may invalidate any purported
acceptance of the Offer.

The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions. Such persons should inform
themselves about and observe any applicable requirements of those jurisdictions.

The Loan Notes have not been, and will not be, registered under the US
Securities Act or under the securities laws of any state, district or other
jurisdiction of the United States, or of Australia, Canada or Japan and no
regulatory clearances in respect of the Loan Notes have been, or will be,
applied for in any jurisdiction. Accordingly, unless an exemption under the US
Securities Act or other relevant securities laws is applicable, the Loan Notes
are not being, and may not be, offered, sold, re-sold or delivered or
distributed in or into the United States, Australia, Canada or Japan or to, or
for the account or benefit of, any US Person or any person resident in
Australia, Canada or Japan.

HSBC Bank plc, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for ACDL, Abertis and Aena Internacional
in connection with the Offer and no one else and will not be responsible to
anyone other than ACDL, Abertis and Aena Internacional for providing the
protections afforded to clients of HSBC Bank plc nor for providing advice in
relation to the Offer nor any other matter referred to in this announcement.

Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of TBI, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
TBI is generally required under the provisions of Rule 8 of the City Code to
notify a Regulatory Information Service and the Panel by not later than 12.00
noon (London time) on the business day following the date of the transaction of
every dealing in such securities during the period to the date on which the
Offer becomes or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn. Please consult your financial adviser immediately if you
believe this Rule may be applicable to you.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
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