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Panel accepts ACS’ confirmation of Leighton’s independence

Leighton Holdings Ltd notes the announcement earlier today by the Takeovers Panel that it will not conduct proceedings on the application by Leighton Holdings Ltd relating to the proposed offer for Hochtief AG by Actividades de Construcción y Servicios SA (ACS).

Leighton's Chairman, Mr David Mortimer, said that in reaching its position, the Panel placed reliance on the fact that ACS has made public statements to the effect that it is not proposing to change existing governance arrangements in place between Hochtief and Leighton.

"Our application to the Panel has been driven by the imperative of Leighton's Independent Directors to ensure the protection of Leighton's minority shareholders. The application included seeking a commitment from ACS to a governance regime that protects Leighton's minority shareholders, " said Mr Mortimer.

"The Takeovers Panel noted that appropriate governance arrangements with ACS are better dealt with by negotiations between the parties, than a Panel application, particularly having regard to ACS's public statements that "nothing will change".

"ACS has contacted Leighton and indicated a willingness to enter into a written and binding governance agreement. We are encouraged by the public statements from ACS and their direct contact, and intend to actively pursue such an agreement to protect the interests of our minority shareholders, " said Mr Mortimer.

"Leighton believes the existing governance arrangements, which have been in place for a long period with Hochtief, have contributed substantially to the value created for all of Leighton's 67, 000 shareholders. We welcome the opportunity to put in place appropriate and similar governance arrangement with ACS, " said Mr Mortimer.

Leighton advises that it does not intend to appeal the Panel decision or otherwise seek intervention from the Panel at this time.



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