Offer Update-Replacement

RNS Number:9156F
Airport Concessions & Development
2 December 2004


The 'Offer Update' announcement for Airport Concessions & Development released
on 02 December 2004 at 07:00am under RNS No 9106F has been re-released to
facilitate onward transmission by third party vendors.

The announcement is unchanged and is reproduced in full below.




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


FOR IMMEDIATE RELEASE

2 December 2004


                  Airport Concessions and Development Limited

                             Recommended Cash Offer

                                      for

                                    TBI plc


Acquisition of 29.99 per cent. of the Existing Issued Ordinary Share Capital of
                                      TBI


SUMMARY

Airport Concessions and Development Limited ("ACDL") announced on 24 November
2004 a recommended cash offer to be made by HSBC, on behalf of ACDL, for all of
the issued and to be issued ordinary share capital of TBI plc ("TBI") (the
"Offer Announcement"). The Offer of 92.5 pence per TBI Share values the entire
issued and to be issued share capital of TBI at approximately #551.3 million.


ACDL is pleased to announce that it has now acquired 167,621,780 TBI shares,
representing approximately 29.99 per cent. of the existing issued ordinary share
capital of TBI.

In addition, TBI Shareholders owning 176,436,447 TBI Shares, representing
approximately 31.57 per cent. of the existing issued ordinary share capital of
TBI continue to indicate their support for the Offer as set out in this
announcement.

The TBI Shares detailed above amount, in aggregate, to a total of 344,058,227
TBI Shares, representing approximately 61.56 per cent. of the existing issued
ordinary share capital of TBI.


SHAREHOLDER SUPPORT

As at the date of the Offer Announcement, ACDL had received indications of
support (as set out in the Offer Announcement and Offer Document) from certain
TBI Shareholders representing approximately 39.39 per cent. of TBI's existing
issued ordinary share capital. Of the 167,621,780 TBI Shares subsequently
acquired by ACDL, 43,728,912 TBI Shares were acquired from parties which had
previously entered into legally binding irrevocable undertakings to accept (or
procure the acceptance of) the Offer. Accordingly, TBI Shareholders representing
approximately 31.57 per cent. of TBI's existing issued ordinary share capital
continue to indicate their support for the Offer in the manner set out below:


  * Legally binding irrevocable undertakings to accept (or procure the
    acceptance of) the Offer from the TBI Directors who own TBI shares in
    respect of their entire holdings and those of certain connected persons,
    amounting to 108,892,931 TBI Shares in aggregate, representing approximately
    19.48 per cent. of the existing issued ordinary share capital of TBI. These
    irrevocable undertakings remain binding unless the Offer lapses or is
    withdrawn.

  * A Legally binding irrevocable undertaking to accept (or procure the
    acceptance of) the Offer from Gartmore Investment Limited in respect of
    10,391,879 TBI Shares in aggregate, representing approximately 1.86 per
    cent. of the existing issued ordinary share capital of TBI. This irrevocable
    undertaking will cease to be binding in the event that an offer exceeding
    the value of the Offer by 10 per cent. or more (in the reasonable opinion of
    HSBC) is made not later than 3.30 p.m. on 16 December 2004.

  * Written letters of support from two further TBI Shareholders confirming
    their intention to procure the delivery of acceptances of the Offer in
    respect of 57,151,637 TBI Shares in aggregate, representing approximately
    10.23 per cent. of the existing issued ordinary share capital of TBI (6.37
    per cent. from Deutsche Bank AG London and 3.85 per cent. from Laxey Partners
    Limited).


ENQUIRIES:
HSBC Bank plc

(Financial adviser and broker to ACDL)

Robin Phillips

Neil Goldie-Scot

Phone: +44 (0)20 7991 8888



Brunswick

(PR adviser to ACDL)

Jonathan Glass

Erika Mandraffino

Phone: +44 (0)20 7404 5959



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

Acceptances of the Offer should be received by no later than 3.00 p.m. on 18
December 2004 (or such later time(s) and/or date(s) as ACDL may, subject to the
City Code, decide).

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. Dealings by Abertis or its "associates" (within the
definition set out in the City Code) in any class of securities of TBI until the
end of such period must also be disclosed. 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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