HOCHTIEF Aktiengesellschaft: Increased proportional offer to 3rd party shareholders of Leighton Holdings Limited and changes in the Leighton Board of Directors

Essen
13.03.2014

HOCHTIEF Aktiengesellschaft, through its wholly owned subsidiary HOCHTIEF Australia Holdings Limited ("HOCHTIEF") is a majority shareholder in Leighton Holdings Limited, Sydney, Australia ("Leighton"). Leighton and HOCHTIEF have today entered into a bid implementation agreement, under which HOCHTIEF has increased its offer to 3rd party shareholders of Leighton from AUD 22.15 to AUD 22.50 per share for three out of every eight shares. The Leighton dividend, payable in addition to the offer, remains unchanged at AUD 0.60 per share. The improved offer (ex dividend) represents a premium of 35.1% over the three months Volume Weighted Average Price up to and including 7 March 2014, the last trading day prior to Leighton receiving the offer.

If all Leighton shareholders and all option holders accept the offer, HOCHTIEF will increase its stake in Leighton from 58.77% to a maximum of 73.82% for a total cash consideration of approximately AUD 1,205 million, corresponding to approximately EUR 787 million at the current exchange rate.

As of today, HOCHTIEF Aktiengesellschaft’s CEO, Marcelino Fernández Verdes, will also become the CEO of Leighton. The Leighton board has today appointed two further directors nominated by HOCHTIEF. Further changes to the board composition reflecting HOCHTIEF’s majority interest are about to occur in connection with the AGM of Leighton coming up in May 2014. The independent directors of Leighton intend to recommend that minority shareholders accept the improved offer.

HOCHTIEF Aktiengesellschaft: Increased proportional offer to 3rd party shareholders of Leighton Holdings Limited and changes in the Leighton Board of Directors

Essen
13.03.2014

HOCHTIEF Aktiengesellschaft, through its wholly owned subsidiary HOCHTIEF Australia Holdings Limited ("HOCHTIEF") is a majority shareholder in Leighton Holdings Limited, Sydney, Australia ("Leighton"). Leighton and HOCHTIEF have today entered into a bid implementation agreement, under which HOCHTIEF has increased its offer to 3rd party shareholders of Leighton from AUD 22.15 to AUD 22.50 per share for three out of every eight shares. The Leighton dividend, payable in addition to the offer, remains unchanged at AUD 0.60 per share. The improved offer (ex dividend) represents a premium of 35.1% over the three months Volume Weighted Average Price up to and including 7 March 2014, the last trading day prior to Leighton receiving the offer.

If all Leighton shareholders and all option holders accept the offer, HOCHTIEF will increase its stake in Leighton from 58.77% to a maximum of 73.82% for a total cash consideration of approximately AUD 1,205 million, corresponding to approximately EUR 787 million at the current exchange rate.

As of today, HOCHTIEF Aktiengesellschaft’s CEO, Marcelino Fernández Verdes, will also become the CEO of Leighton. The Leighton board has today appointed two further directors nominated by HOCHTIEF. Further changes to the board composition reflecting HOCHTIEF’s majority interest are about to occur in connection with the AGM of Leighton coming up in May 2014. The independent directors of Leighton intend to recommend that minority shareholders accept the improved offer.