Offer Update

RNS Number:9701G
Airport Concessions & Development
04 January 2005

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







                                                                  4 January 2005



                  Airport Concessions and Development Limited

                             Recommended Cash Offer

                                      for

                                    TBI plc



                      OFFER UNCONDITIONAL IN ALL RESPECTS

                                 OFFER EXTENDED



The board of Airport Concessions and Development Limited ("ACDL") is pleased to
announce that all conditions of the Offer have now been satisfied and
accordingly the offer for TBI, as set out in the Offer Document dated 27
November 2004, has become unconditional in all respects.



The Offer became unconditional as to acceptances on 20 December 2004.  The Offer
will, after 3.00 p.m. on 7 January 2005 (when it would have otherwise have
closed), remain open for acceptances until further notice.  TBI Shareholders who
have not yet accepted the Offer are urged to do so without delay.



LEVEL OF ACCEPTANCES



As at 3.00 p.m. on 31 December 2004, ACDL had received valid acceptances of the
Offer in respect of 365,389,280 TBI Shares in aggregate, representing
approximately 63.67 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 533,011,060 TBI Shares in aggregate, representing approximately 92.88
per cent. of the existing issued ordinary share capital of TBI.



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.



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.



SETTLEMENT



Settlement of the consideration due to accepting TBI Shareholders will be
dispatched (or credited through CREST) on or before 18 January 2005 in respect
of TBI Shares for which valid and complete acceptances of the Offer have already
been received.  TBI Shareholders who have not yet accepted the Offer are urged
to complete and return their Form(s) of Acceptance as soon as possible.
Settlement of the consideration in respect of acceptances received on or after 5
January 2005 will be dispatched within 14 days of the receipt of such Forms of
Acceptance which are valid and complete in all respects.



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]).



COMPULSORY ACQUISITION, DELISTING AND CANCELLATION OF TRADING



ACDL intends, as soon as practicable, to procure the making of an application by
TBI to the UKLA for the cancellation of the listing of TBI Shares on the
Official List and to the London Stock Exchange for the cancellation of the
admission to trading of TBI Shares on the London Stock Exchange's market for
listed securities, in each case to take place not earlier than 2 February 2005,
being 20 business days following the date of this announcement.



As sufficient acceptances have been received, ACDL intends to implement the
procedures set out in sections 428 to 430F of the Companies Act to acquire
compulsorily any outstanding TBI Shares for which it has not received valid
acceptances of the Offer.





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]





Terms defined in the Offer Document have the same meanings in this announcement
unless the context requires otherwise.



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.




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

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