Grupo Dragados and HBG reach agreement

Further to the press release of 5 February 2002, Grupo Dragados, S.A.and Hollandsche Beton Groep nv jointly announce that they have reached agreement on Grupo DragadosÂ' recommended cash offer for all the outstanding ordinary shares in HBG.

The terms of the agreement confirm the major points which were announced in the 5 February 2002 press release, including the price of ?21.25 in cash per HBG ordinary share. Under the terms of the Offer, HBG will declare no dividend for 2001. The offer document relating to the Offer [the Â'Offer DocumentÂ'] will contain the terms of the Offer, the conditions subject to which the Offer will be declared unconditional [Â'gestanddoeningÂ'] and the calendar of events.

The conditions for declaring the Offer unconditional, to the extent presently established, are standard conditions relating to [i] the minimum percentage of shares having been tendered [i.e. 95%, subject to the right of Grupo Dragados to declare the Offer unconditional if at least 70% has been tendered for acceptance], [ii] no competing offers having been announced, [iii] all necessary regulatory and other approvals having been obtained and no regulatory or third parties having taken any steps detrimental to the Offer, [iv] no regulatory notification having been received that the Offer is made in non-compliance with the applicable Dutch rules, [v] HBG not having issued any shares, options, convertible securities or debt instruments, or having paid any dividends or distributions, or having committed itself to any of the foregoing and [vi] the non-occurrence of any material adverse change. Other conditions, which are presently not yet established, may be added prior to the Offer being launched.

HBG is currently in the process of obtaining advice from its central works council. HBG has informed the trade unions involved and the Social and Economic Council [SER] about the transaction. Grupo Dragados and HBG are currently in the process of obtaining clearance from the EU merger task force.

Copies of the Offer Document are expected to be made available in the week starting 18 March 2002. The acceptance period will commence the trading day after the day the availability of the Offer Document will have been publicly announced. It is anticipated that the Offer will be open for acceptance for 23 calendar days. An informative extraordinary general meeting of shareholders of HBG will be held eight days before the end of the acceptance period.

The Netherlands Authority for the Financial Markets investigates whether the rules as set forth in Chapter IIIA [public offer rules] of the Decree [Bte] have been complied with. This relates to the question whether the parties should have made a first public announcement at an earlier stage in accordance with Dutch law.

(source: HBG)

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