Offer for Alpha Airports

RNS Number:7226X
Autogrill SpA
04 June 2007


FOR IMMEDIATE RELEASE

OFFER FOR ALPHA AIRPORTS GROUP PLC

Not for release, publication or distribution in whole or in part, in or into or
from the Canada, Australia or Japan or any other jurisdiction if to do so would
        constitute a violation of the relevant laws of such jurisdiction

                                                                     4 June 2007

   Recommended Mandatory Cash Offer by Autogrill S.p.A. ("Autogrill") for the
entire issued and to be issued share capital of Alpha Airports Group Plc ("Alpha
                   Airports") not already owned by Autogrill

Summary

The boards of Autogrill and Alpha Airports are pleased to announce that they
have reached agreement on the terms of a recommended mandatory cash offer by
Autogrill for the issued and to be issued share capital of Alpha Airports not
already owned by Autogrill at a price of 110 pence per Alpha Airports Share.

Earlier this morning, Autogrill, with the consent of the board of Alpha
Airports, acquired a total of 22,544,511 Alpha Airports Shares, representing
approximately 12.8 per cent. of Alpha Airports' issued share capital at a price
of 110 pence per Alpha Airports Share.

Autogrill now owns an aggregate of 75,150,383 Alpha Airports Shares,
representing approximately 42.7 per cent. of Alpha Airports' issued share
capital. Consequently, it has incurred an obligation under Rule 9 of the City
Code to make a mandatory cash offer to acquire all of the Alpha Airports Shares
not already owned by it.

The Offer is conditional only upon valid acceptances being received in relation
to such number of Alpha Airport Shares as will result in Autogrill holding Alpha
Airport Shares carrying more than 50 per cent. of the voting rights in Alpha
Airports and on the terms set out below and in Appendix 1 of this announcement
and is subject to the further terms to be set out in the Offer Document and the
Form of Acceptance to be posted to shareholders shortly.

Under the terms of the Offer, Alpha Airports Shareholders will retain the right
to receive the final dividend of 1.25 pence per Alpha Airports Share for the
year ended 31 January 2007 announced on 27 March 2007. The Offer values each
Alpha Airports Share at 110 pence per share and Alpha Airports' entire issued
share capital at approximately #193.6 million.

The Offer represents a premium of approximately:

*   58.3 per cent. over the closing price of 69.5 pence on 29 May 2007, being 
    the last business day prior to Autogrill's announcement that it was
    reviewing its options in relation to Alpha Airports; and

*   9.5 per cent. over the closing price of 100.5 pence on 1 June 2007, being 
    the last business day prior to this announcement.

The directors of Alpha Airports, who have been so advised by Close Brothers,
consider the terms of the Offer to be fair and reasonable. In providing their
advice to the directors of Alpha Airports, Close Brothers has taken into account
the commercial assessments of the directors of Alpha Airports.  Accordingly, the
directors of Alpha Airports unanimously recommend that Alpha Airports
Shareholders accept the Offer.

Those Alpha Airports directors who have beneficial interests in Alpha Airports
Shares have given irrevocable undertakings to accept the Offer in respect of
their entire interests in Alpha Airports Shares, amounting, in aggregate, to
184,000 shares, representing approximately 0.10 per cent. of Alpha Airports'
issued share capital, and 1,241,659 options.

Autogrill has also signed a non-binding letter of intent with Servair S.A. ("
Servair") in relation to their remaining interest of 16,005,994 Alpha Airports
Shares representing approximately 9.1 per cent. of Alpha Airports issued share
capital which, inter alia, grants Autogrill exclusivity to acquire such shares
until 11 June 2007.

As a result of the above, Autogrill and parties acting in concert (as defined in
the City Code) with it now own or have received undertakings in respect of, or
have exclusivity in respect of, approximately 51.9 per cent. of Alpha Airports'
issued share capital.

Autogrill believes that together Alpha Airports and Autogrill will significantly
enhance the diversity of offerings and quality of services to people on the
move, and the airlines and airports which serve them. In particular, Autogrill's
experience and know how in airport food, beverage and retail will complement and
expand the current portfolio of Alpha Airports, while the airline catering
business can provide a new opportunity for Autogrill, leveraging the know how of
Alpha Airports.

*   Commenting on the Offer, Gianmario Tondato, Chief Executive Officer of 
    Autogrill said:

"Autogrill places significant importance on the UK and sees Alpha Airports as
the right player to gain a meaningful exposure to this attractive market as well
as in other important countries in which Alpha Airports operates. We very much
look forward to working with Alpha Airports' management team to expand further
the combined business".

*   Commenting on the Offer, Martin Flower, Chairman of Alpha Airports said:

"This is excellent news for Alpha Airport's shareholders, customers, suppliers
and employees.  Shareholders are getting 110p for each share, a 58.3 per cent.
premium to the closing price just last Tuesday, in a compelling cash offer with
a minimum of conditions attached. For Alpha Airport's other stakeholders the
acquisition by Autogrill represents a unique opportunity to develop Alpha
Airports on a truly global scale, enhance its service offering and build on its
market-leading positions.


As part of the Autogrill Group, the world's biggest provider of food and
beverage and retail services for travellers, Alpha Airports will be able to
leverage its position as a leading service provider to the world's airlines and
airports underpinned by its reputation for service excellence."

This summary should be read in conjunction with the full text of the attached
announcement.  The Offer will be subject to the condition set out in Appendix 1
to this announcement and the full conditions and further terms which will be set
out in the Offer Document expected to be issued shortly.

Enquiries

Autogrill

Patrizia Rutigliano

Director of Group Communication

Tel: [phone]



Elisabetta Cugnasca

Investor Relations Manager

Tel: [phone]



UBS Investment Bank

(Financial adviser to Autogrill)

Pierpaolo di Stefano

Tel: [phone]

Mario Fera

Tel: [phone]



Alpha Airports

Peter Williams

Tel: [phone]



College Hill Associates
(PR Consultants to Alpha Airports)

Mark Garraway

Tel: [phone]



Close Brothers
(Financial adviser to Alpha Airports)

David Bezem

Tel: [phone]

Henry Wells

Tel: [phone]


This announcement does not constitute an offer or invitation to purchase any
securities.  The Offer will be made solely by means of the Offer Document and
the acceptance forms accompanying the Offer Document, which will contain the
full terms and conditions of the Offer including details of how it may be
accepted.

UBS Investment Bank is acting exclusively for Autogrill and no-one else in
connection with the Offer and will not be responsible to anyone other than
Autogrill for providing the protections afforded to clients of UBS Investment
Bank nor for providing advice in relation to the Offer.

Close Brothers is acting exclusively for Alpha Airports and no-one else in
connection with the Offer and will not be responsible to anyone other than Alpha
Airports for providing the protections afforded to clients of Close Brothers nor
for providing advice in relation to the Offer.

The availability of the Offer to persons who are not resident in or citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are resident or of which they are citizens.  Persons who are not
resident in or citizens of the United Kingdom should inform themselves about and
observe any applicable requirements.

The Offer is not being, and will not be, made, directly or indirectly, in or
into, or by use of the mails of or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or of any facility of, a national, state or
other securities exchange of Canada, or in or into Australia or Japan and will
not be capable of acceptance by any such use, means, instrumentality or facility
or from within Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, neither this announcement, nor any other document relating to the
Offer, is being, and will not be, and must not be, mailed, or otherwise
forwarded, distributed or sent in, into or from Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction and persons receiving this announcement, and any other
document relating to the Offer, must not mail, forward, distribute or send any
of them in, into or from Canada, Australia or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction.

The Offer will be made in the United States pursuant to an exemption from the
US tender offer rules provided by Rule 14d-1(c) under the US Exchange Act.

Notice to US holders of Alpha Airports Shares:

The Offer is being made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
The financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States. Also, the settlement
procedure with respect to the Offer will be consistent with UK practice, which
differs from US domestic tender offer procedures in certain material respects,
particularly with regard to date of payment.

It may be difficult for US holders of Alpha Airports Shares to enforce their
rights and any claim arising out of the US federal securities laws, since
Autogrill and Alpha Airports are located in a foreign country, and some or all
of their officers and directors may be residents of a foreign country. US
holders of Alpha Airports Shares may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the US securities
laws. Further, it may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice, Autogrill or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Alpha Airports Shares outside the United States, other
than pursuant to the Offer, before or during the period in which the Offer
remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US
Exchange Act, UBS Investment Bank will continue to act as an exempt market maker
in Alpha Airports Shares on the London Stock Exchange.  These purchases may
occur either in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be disclosed as
required in the UK, will be reported to a Regulatory Information Service of the
UK Listing Authority and will be available on the London Stock Exchange website,
www.londonstockexchange.com.

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of Alpha Airports, all "dealings" in any "relevant
securities" of Alpha Airports, (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 Alpha Airports, 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 City Code, all "dealings" in "relevant
securities" of Alpha Airports by Autogrill or Alpha Airports, 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 Takeover 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 City 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.


Not for release, publication or distribution in whole or in part, in or into or
from the Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction

                                                                     4 June 2007

   Recommended Mandatory Cash Offer by Autogrill S.p.A. ("Autogrill") for the
entire issued and to be issued share capital of Alpha Airports Group Plc ("Alpha
                   Airports") not already owned by Autogrill

1.                  Introduction

The boards of Autogrill and Alpha Airports are pleased to announce that they
have reached agreement on the terms of a recommended mandatory cash offer by
Autogrill for the issued and to be issued share capital of Alpha Airports not
already owned by Autogrill at a price of 110 pence per Alpha Airports Share.

Earlier this morning, Autogrill, with the consent of the board of Alpha
Airports, acquired a total of 22,544,511 Alpha Airports Shares, representing
approximately 12.8 per cent. of Alpha Airports' issued share capital, at a price
of 110 pence per Alpha Airports Share.

Autogrill now owns an aggregate of 75,150,383 Alpha Airports Shares,
representing approximately 42.7 per cent. of Alpha Airports' issued share
capital.  Consequently, it has incurred an obligation under Rule 9 of the City
Code to make a mandatory cash offer to acquire all of the Alpha Airports Shares
not already owned by it.

The Offer is conditional only upon valid acceptances being received in relation
to such number of Alpha Airport Shares as will result in Autogrill holding Alpha
Airport Shares carrying more than 50 per cent. of the voting rights in Alpha
Airports and on the terms set out below and in Appendix 1 of this announcement
and is subject to the further terms to be set out in the Offer Document and the
Form of Acceptance to be posted to shareholders shortly.

Under the terms of the Offer, Alpha Airports Shareholders will retain the right
to receive the final dividend of 1.25 pence per Alpha Airports Share for the
year ended 31 January 2007 announced on 27 March 2007.

2.                  Terms of the Offer

The Offer, which will be subject to the condition and further terms set out in
Appendix 1 to this announcement, and subject to the further terms and
conditions to be set out in the Offer Document and in the Form of Acceptance
will be made on the following basis:

110 pence in cash for each Alpha Airports Share

The Offer values Alpha Airports' entire issued share capital at approximately
#193.6 million and represents a premium of approximately 58.3 per cent. over the
closing price of 69.5 pence on 29 May 2007, being the last business day prior to
Autogrill's announcement that it was reviewing its options in relation to Alpha
Airports and approximately 9.5 per cent. over the closing price of 100.5 pence
on 1 June 2007, being the last business day prior to this announcement.

The Offer will extend to all Alpha Airports Shares unconditionally allotted or
issued fully paid (or credited as fully paid) on the date on which the Offer is
made and to any further Alpha Airports Shares which are unconditionally allotted
or issued fully paid (or credited as fully paid) (including pursuant to the
exercise of options under the Alpha Airports Share Schemes) whilst the Offer
remains open for acceptance or by such earlier date (not being earlier than the
date on which the Offer becomes unconditional as to acceptances) as Autogrill
may, subject to the City Code or with the consent of the Panel, decide other
than the Alpha Airports Shares already owned by Autogrill.

The Alpha Airports Shares to which the Offer relates will be acquired by
Autogrill fully paid, or credited as fully paid, and free from all liens,
equitable interests, mortgages, charges, encumbrances, rights of pre-emption and
other third party rights or interests of any nature whatsoever and together with
all rights now or hereafter attaching to them, including all voting rights and
the right to receive and retain all dividends and other distributions (if any)
declared, made or paid on or after the date of this announcement other than the
final dividend of 1.25 pence per Alpha Airports Share for the financial year
ending 31 January 2007.

The availability of the Offer to persons not resident in or citizens of the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are resident or of which they are citizens. Persons who are not
resident in or citizens of the United Kingdom should inform themselves about and
observe any applicable legal or regulatory requirements.

The Offer Document containing the full terms and conditions of the Offer will be
posted to Alpha Airports Shareholders shortly, but in any event, within 28 days
of today's date.

3.                  Recommendation

The directors of Alpha Airports, who have been so advised by Close Brothers,
consider the terms of the Offer to be fair and reasonable. In providing advice
to the directors of Alpha Airports, Close Brothers has taken into account the
commercial assessments of the directors of Alpha Airports. Accordingly, the
directors of Alpha Airports unanimously recommend that Alpha Airports
Shareholders accept the Offer, as the directors of Alpha Airports who have
beneficial interests in Alpha Airports Shares have irrevocably undertaken to do
(or to take steps within their power to cause acceptance of the Offer) in
respect of their own interests in such shares, amounting to, in aggregate,
184,000 Alpha Airports Shares, which represent approximately 0.10 per cent. of
the existing issued Alpha Airports Shares, and 1,241,659 options.

4.                  Background to and reasons for the Offer

Autogrill believes that together Alpha Airports and Autogrill will significantly
enhance the diversity of offerings and quality of services to people on the
move, and the airlines and airports which serve them. In particular, Autogrill's
experience and know how in airport food, beverage and retail will reciprocally
complement and expand the current portfolio of Alpha Airports and Autogrill,
while the airline catering business can provide a new opportunity for Autogrill,
leveraging the know how of Alpha Airports.

5.                   Irrevocable Undertakings and Letter of Intent

Those Alpha Airports directors who have beneficial interests in Alpha Airports
Shares have given irrevocable undertakings to accept the Offer in respect of
their entire interests in Alpha Airports Shares, amounting, in aggregate, to
184,000 shares, representing approximately 0.10 per cent. of Alpha Airports'
issued share capital, and 1,241,659 options.

Autogrill and Servair have signed a non-binding letter of intent with respect to
Servair's remaining shares. Under the terms of the letter of intent, Servair has
granted to Autogrill a period of exclusivity up to and including 11 June 2007
with respect to any sale of Servair's remaining shares and during this period
Servair has agreed that it will not sell or agree to sell, or solicit the sale
of, any of Servair's remaining shares or any rights over these shares. The
letter of intent does not oblige Servair to sell Servair's remaining shares to
Autogrill during the period of exclusivity and, notwithstanding the exclusivity
period, Servair is free to accept an offer made for all of Servair's remaining
shares pursuant to the terms of the City Code or to agree to accept any such
offer either before or after its announcement.

As a result of the above, Autogrill and parties acting in concert (as defined in
the City Code) with it now own or have received undertakings in respect of, or
have exclusivity in respect of, 51.9 per cent. of Alpha Airports' issued share
capital.

6.                  Information on Autogrill

Autogrill is a leading provider of food and beverage and retail services for
travellers. With sales of approximately Euro4 billion and net income of
approximately Euro163 million for the financial year ending 31 December 2006, it is
present in 32 countries, with over 4,800 points of sale in over 1,000 locations,
where 51,000 employees serve over 890 million customers every year. The
Autogrill group operates mainly along motorways and in airports and railway
stations. Autogrill is listed on Borsa Italiana and its majority shareholder is
Schematrentaquattro S.r.l., a company owned indirectly by Ragione SAPA di
Gilberto Benetton e C. the Benetton family's holding company, which owns 57.09
per cent. of the share capital.

Further details of Autogrill will be included in the Offer Document.

7.                  Information on Alpha Airports

Alpha Airports is an aviation support services company, providing catering and
retailing services to airlines and airports globally. Alpha Airports operates
through two divisions: Alpha Airline Services and Alpha Airport Services. Alpha
Airline Services offers catering logistics, inflight catering, bonded stores,
management services, inflight retail management services and the onboard sale of
food, beverages and gifts for over 100 airlines in 12 countries. Alpha Airport
Services offers retailing and catering services at 47 airports in 13 countries,
including the operation of specialist, tax and duty free stores, and the
provision of restaurant, cafe and bar services.

For the year ended 31 January 2007, Alpha Airports reported turnover of #561.5
million (2006: #550.9 million) and profit before tax (pre exceptional items) of
#16.0 million (2006: #18.5 million).

Alpha Airports released its interim management statement in respect of the
period from 1 February 2007 to 23 May 2007 on 23 May 2007.

8.                  Financing of the Offer

The cash consideration payable by Autogrill under the terms of the Offer will be
funded from internal cash resources and existing committed facilities.

UBS Investment Bank (in its capacity of financial adviser to Autogrill) confirms
that it is satisfied that sufficient resources are available to Autogrill to
satisfy the consideration payable as a result of full acceptance of the Offer.

9.                  Future intentions and Alpha Airports' management and
employees

Autogrill intends to continue and expand the airport retail, food and beverage
business of Alpha Airports. Where appropriate, local, national and international
brands in the Autogrill portfolio will be made available to Alpha Airports, as
well as the know how and experience of Autogrill in innovative airport
retailing. Autogrill, working with Alpha Airports's airline catering management,
will seek to focus on further improving this business.

Autogrill attaches great importance to the skills and experience of the existing
management and employees of Alpha Airports and believes that they will benefit
from greater opportunities within Autogrill. Accordingly, Autogrill has given
assurances to the Board of Alpha Airports that, following the Offer becoming or
being declared unconditional in all respects, the existing employment rights of
the management and employees of Alpha Airports, including pension rights, will
be fully safeguarded.

10.              Alpha Airports Share Schemes

The Offer will extend to any Alpha Airports Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) before the date on
which the Offer closes as a result of the exercise of options granted under the
Alpha Airports Share Schemes.

To the extent that such options are not exercised, and if the Offer becomes or
is declared unconditional in all respects, it is intended that appropriate
proposals will be made to holders of options under the Alpha Airports Share
Schemes in due course save where the exercise price of any option which remains
unexercised is above the Offer Price. Such proposals will include a cashless
exercise facility.

11.              Disclosure of interests in Alpha Airports relevant securities

As at the date of this announcement Autogrill owns 75,150,383 Alpha Airports
Shares representing approximately 42.7 per cent. of the issued share capital.

On 30 May 2007, Autogrill announced that it had acquired 21,995,200 Alpha
Airports Shares at a price of 95 pence per share, representing approximately
12.5 per cent. of the issued share capital of Alpha Airports. This announcement
was followed by the acquisition of a further 30,610,672 Alpha Airports Shares at
a price of 100 pence per share, bringing Autogrill's total shareholding in Alpha
Airport to approximately 29.9 per cent. On 1 June 2007, the Board of Alpha
Airports gave its consent under Rule 5.2(b) of the City Code to further Alpha
Airports Shares being acquired by Autogrill, which would take Autogrill's
aggregate interest in Alpha Airports to more than 30 per cent. of its issued
capital, provided that these shares were acquired at a price of 110 pence per
share. Further to this consent, Autogrill has proceeded to acquire, on 4 June
2007, with an on market transaction, 22,544,511 Alpha Airports Shares at a price
of 110 pence per share, reaching a total shareholding in Alpha Airports of
75,150,383 shares, representing approximately 42.7 per cent. of the issued share
capital.

12.              Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of Alpha Airports, all "dealings" in any "relevant
securities" of Alpha Airports, (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 Alpha Airports, 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 City Code, all "dealings" in "relevant
securities" of Alpha Airports by Autogrill or Alpha Airports, 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 Takeover 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 City 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.

13.              Delisting and compulsory acquisition

If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances have been received, Autogrill intends to procure that
Alpha Airports will make an application for the cancellation of the listing of
the Alpha Airports Shares on the Daily Official List and for the cancellation of
trading of the Alpha Airports Shares on the London Stock Exchange's market for
listed securities.

It is anticipated that the cancellation of listing on the Official List and
admission to trading on the London Stock Exchange will take effect no earlier
than 20 business days after Autogrill has acquired or agreed to acquire 75 per
cent. of the voting rights attaching to the Alpha Airports Shares.  The
cancellation of the listing would significantly reduce the liquidity and
marketability of any Alpha Airports Shares in respect of which the Offer has not
been accepted at that time.

If Autogrill receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of the Alpha Airports Shares to which the Offer
relates, it is the intention of Autogrill to acquire compulsorily the remaining
Alpha Airports Shares in respect of which the Offer has not been accepted
pursuant to the provisions of s979 contained in Part 28 of the Companies Act
2006.

It is also intended that, following the Offer becoming or being declared
unconditional, Alpha Airports will be re-registered as a private company under
the relevant provisions of the Companies Act 1985.

14.              General

The Offer Document and Form of Acceptance containing the full terms of the Offer
are expected to be posted to Alpha Airports' shareholders shortly, but in any
event, within 28 days of today's date. The condition to the Offer is set out in
Appendix 1 and, together with certain further terms of the Offer, will be set
out in full in the Offer Document and, in the case of certified Alpha Airports
Shares, in the Form of Acceptance.

The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2.  Certain terms used in this announcement
are defined in Appendix 3.

This announcement does not constitute an offer or an invitation to purchase any
securities.  The Offer will be made solely by means of the Offer Document and
the acceptance forms accompanying the Offer Document, which will contain the
full terms and conditions of the Offer including details of how it may be
accepted.

UBS Investment Bank is acting exclusively for Autogrill and no-one else in
connection with the Offer and will not be responsible to anyone other than
Autogrill for providing the protections offered to clients of UBS Investment
Bank nor for providing advice in relation to the Offer.

Close Brothers is acting exclusively for Alpha Airports  and no-one else in
connection with the Offer and will not be responsible to anyone other than Alpha
Airports for providing the protections offered to clients of Close Brothers nor
for providing advice in relation to the Offer.

The availability of the Offer to persons who are not resident in or citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are resident or of which they are citizens.  Persons who are not
resident in or citizens of the United Kingdom should inform themselves about and
observe any applicable requirements.

The Offer is not being, and will not be, made, directly or indirectly, in or
into, or by use of the mails of or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or of any facility of, a national, state or
other securities exchange of Canada, or in or into Australia or Japan and will
not be capable of acceptance by any such use, means, instrumentality or facility
or from within Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, neither this announcement, nor any other document relating to the
Offer, is being, and will not be, and must not be, mailed, or otherwise
forwarded, distributed or sent in, into or from Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction and persons receiving this announcement, and any other
document relating to the Offer, must not mail, forward, distribute or send any
of them in, into or from Canada, Australia or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction.

The Offer will be made in the United States pursuant to an exemption from the US
tender offer rules provided by Rule 14d-1(c) under the US Exchange Act.

Notice to US holders of Alpha Airports Shares:

The Offer is being made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
The financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States. Also, the settlement
procedure with respect to the Offer will be consistent with UK practice, which
differs from US domestic tender offer procedures in certain material respects,
particularly with regard to date of payment.

It may be difficult for US holders of Alpha Airports Shares to enforce their
rights and any claim arising out of the US federal securities laws, since
Autogrill and Alpha Airports are located in a foreign country, and some or all
of their officers and directors may be residents of a foreign country. US
holders of Alpha Airports Shares may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the US securities
laws. Further, it may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice, Autogrill or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Alpha Airports Shares outside the United States, other
than pursuant to the Offer, before or during the period in which the Offer
remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US
Exchange Act, UBS Investment Bank will continue to act as an exempt market maker
in Alpha Airports Shares on the London Stock Exchange.  These purchases may
occur either in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be disclosed as
required in the UK, will be reported to a Regulatory Information Service of the
UK Listing Authority and will be available on the London Stock Exchange website,
www.londonstockexchange.com.

Appendix 1

CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER

1.      Acceptance Condition

1.1.               The Offer will be subject to valid acceptances being received
(and not, where permitted, withdrawn) by 1.00 p.m. (London time) on the First
Closing Date of the Offer (or such later time(s) and/or date(s) as Autogrill
may, subject to the City Code or with the consent of the Panel, decide) in
respect of such number of Alpha Airports Shares which, together with Alpha
Airports Shares acquired or agreed to be acquired by Autogrill or parties acting
in concert with it before or during the Offer Period, will result in Autogrill,
and any persons acting in concert with it, holding Alpha Airports Shares which
together carry more than 50 per cent. of the voting rights normally exercisable
at general meetings of Alpha Airports including for this purpose, to the extent
(if any) required by the City Code or the Panel, any such voting rights
attaching to Alpha Airports Shares which are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances whether
pursuant to the exercise of any outstanding conversion, option or subscription
rights or otherwise.

2.      Certain Further Terms

2.1.               Save with the consent of the Panel, the Offer will lapse and
not proceed if the acquisition of Alpha Airports by Autogrill is referred to the
Competition Commission before the later of 3.00 p.m. (London time) on the first
closing date of the Offer or the date when the Offer becomes or is declared
unconditional as to acceptances.

2.2.               Save with the consent of the Panel, the Offer will lapse and
not proceed if the European Commission initiates proceedings under Article 6(1)
(c) of Council Regulation 139/2004/EC or following a referral by the European
Commission under Article 9.1 of Council Regulation 139/2004/EC to a competent
authority in the United Kingdom, there is a subsequent reference to the
Competition Commission before the later of 3.00 p.m. (London time) on the First
Closing Date of the Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later.

2.3.               If the Offer lapses, in accordance with the Code, the Offer
will cease to be capable of further acceptance and Alpha Airport Shareholders
and Autogrill will cease to be bound by acceptances submitted on or before the
time when the Offer lapses. This will be the case even if the acceptance
condition has been satisfied.

2.4.               The Offer will extend to all Alpha Airports Shares other than
the Alpha Airports Shares already held by  Autogrill.

2.5.               Alpha Airports Shares will be acquired by Autogrill fully
paid and free from all liens, equitable interests, charges, encumbrances and
other third party rights of any nature whatsoever and together with all rights
attaching to them, including the right to receive and retain all dividends and
distributions (if any) declared, made or payable after the date of this
announcement other than the final dividend of 1.25 pence per Alpha Airports
Share for the financial year ending 31 January 2007.

2.6.               The Offer will be on the terms which will be set out in the
formal Offer Document and such further terms as may be required to comply with
the provisions of the Takeover Code.

2.7.               The attention of the holders of Alpha Airports Shares not
resident in or citizens of the United Kingdom is drawn to the relevant
provisions of the formal Offer Document which will be despatched on behalf of
Autogrill.

2.8.               The Offer and any acceptances under it will be governed by
English law and will be subject to the jurisdiction of the Courts of England.

The availability of the Offer to persons not resident in or citizens of the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are resident or of which they are citizens.  Persons who are not
resident in or citizens of the United Kingdom should inform themselves about and
observe any applicable requirements.


Appendix 2

                               BASES AND SOURCES

(a)                The value attributed to the existing issued share capital of
Alpha Airports is based upon the 175,989,373 Alpha Airports Shares as disclosed
in the Rule 2.10 announcement issued by Alpha Airports on 04 June 2007.

(b)               Unless otherwise stated, the financial information on
Autogrill is extracted from Autogrill's Annual Report and Accounts for the year
ended 2006.

(c)                Unless otherwise stated, the financial information on Alpha
Airports is extracted from Alpha Airports's Annual Report and Accounts for the
year ended 2007.



Appendix 3

                                  DEFINITIONS

The following definitions apply throughout this announcement unless the context
requires otherwise.

"Alpha Airports"                      Alpha Airports Group Plc

"Alpha Airports relevant securities"  Alpha Airports Shares and options granted under the Alpha
                                      Airports Share Schemes

"Alpha Airports Shareholders"         holders of Alpha Airports Shares

"Alpha Airports Share Schemes"        the 1994 Share Option Plan and 2003 Share Option Plan

"Alpha Airports Shares"               includes:

                                      (i)         the existing unconditionally allotted or issued
                                      and fully paid ordinary shares of 10 pence each in the
                                      capital of Alpha Airports; and

                                      (ii)        any further ordinary shares of 10 pence each in
                                      the capital of Alpha Airports which are unconditionally
                                      allotted or issued and fully paid before the date on which
                                      the Offer closes or before such earlier date as Autogrill
                                      (subject to the City Code) may determine not being earlier
                                      than the date on which the Offer becomes or is declared
                                      unconditional as to acceptances,
                                      but excludes any shares held as treasury shares on such date
                                      as Autogrill may determine before the date on which the
                                      Offer closes (which may be a different date to the date
                                      referred to in (ii)).

"Australia"                           the Commonwealth of Australia, its territories and
                                      possessions

"Autogrill"                           Autogrill S.p.A.

"Canada"                              Canada, its provinces and territories and all areas under
                                      its jurisdiction and political sub-divisions thereof

"City Code"                           the City Code on Takeovers and Mergers

"Close Brothers"                      Close Brothers Corporate Finance Limited, which is
                                      authorised and regulated by the Financial Services Authority

"Form of Acceptance"                  the form of acceptance and authority for use in connection
                                      with the Offer

"Japan"                               Japan, its cities, prefectures, territories and possessions

"Listing Rules"                       the rules and regulations made by the Financial Services
                                      Authority in its capacity as the UK Listing Authority under
                                      the Financial Services and Markets Act 2000, and contained
                                      in the UK Listing Authority's publication of the same name

"London Stock Exchange"               London Stock Exchange plc

"Offer"                               the recommended cash offer to be made to acquire the Alpha
                                      Airports Shares, including where the context so requires,
                                      any subsequent revision, variation, extension or renewal of
                                      such offer

"Offer Document"                      The offer document containing the full terms and conditions
                                      of the Offer

"Offer Price"                         110 pence per Alpha Airports Share

"Panel"                               the Panel on Takeovers and Mergers

"Regulatory Information Service"      any of the services set out in Appendix 3 to the Listing
                                      Rules

"UBS Investment Bank"                 UBS Limited, which is authorised and regulated by the
                                      Financial Services Authority

"UK" or "United Kingdom"              the  United Kingdom of Great Britain and Northern Ireland

"United States of America" or "United the United States of America, its territories and
States"                               possessions, any state of the United States and the District
                                      of Columbia


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