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Leighton applies to ASIC for protection of minority shareholders

Leighton Holdings Ltd's Chairman, Mr David Mortimer, said that the Company had lodged a submission with the Australian Securities and Investments Commission (ASIC) to protect the interests of its minority shareholders in response to Spanish company Actividades des Construcción y Servicios' (ACS) bid to takeover Leighton's major shareholder, Hochtief AG (Hochtief).

"Leighton's independent directors are focussed on assessing the ACS bid and responding to it in a way which protects and enhances value for Leighton's many stakeholders and specifically its minority shareholders, " said Mr Mortimer.

"For value to be protected for all shareholders, Leighton considers that any ACS bid required by ASIC downstream be a fully priced cash bid for the minority stake which recognizes the inherent value in the Company, including a premium for control. If such a bid is not forthcoming, then Leighton considers that the only acceptable alternative for shareholders is a guarantee of the Company's independence, including its brands, market position and operations.

"Pursuant to the protocols established with Hochtief over many years, and reflected in the governance statements of Leighton's Annual Reports in all years since, Leighton is controlled in a practical and substantive sense by an independent board and independent management, " said Mr Mortimer.

"Indeed, it is that independence which has both facilitated Leighton's growth since Hochtief's original investment in 1983 to become one of the leading global contracting companies and the world's largest contract miner, and provided minority shareholders with a simple and compelling investment decision. That independence has been to the benefit of Leighton's 45, 340 direct employees and almost 67, 000 shareholders, many of whom are small holders.

"Any changes that are likely to be made to our governance arrangements or shareholdings, no matter by whom, will be carefully considered in the context of any implications for the Company's minority shareholders, " said Mr Mortimer.

Mr Mortimer also noted that Leighton's management team remains focused on the operation of the business as evidenced by a number of recent high profile contract announcements.

Leighton Holdings Limited's Chief Operating Officer and CEO-elect, Mr David Stewart, said that the recent project wins demonstrate that the Company is continuing to power ahead.

"In the last few weeks, the Group has been awarded a A$170 million gold mining contract in the Philippines, a A$348 million mining contract at the Jellinbah coal mine in Queensland, the building of a A$660 million sludge treatment facility in Hong Kong, construction of a AED1.04 billion (around A$300 million) port project in Abu Dhabi and a A$105 million contract to upgrade a water reclamation plant in South East Queensland. These project awards are testament to the capabilities, strength, and financial acumen of the Leighton Group, " said Mr Stewart.



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