AAP Alpha Airports

RNS Number:0921Y
Autogrill SpA
08 June 2007

Statement regarding further DEALINGS and OFFER DECLARED UNCONDITIONAL FOR ALPHA
AIRPORTS GROUP PLC

Not for release, publication or distribution in whole or in part, in or into or
from the Canada, Australia or Japan or any other jurisdiction if to do so would
        constitute a violation of the relevant laws of such jurisdiction

                                                                     8 June 2007

   Recommended Mandatory Cash Offer by Autogrill S.p.A. ("Autogrill") for the
entire issued and to be issued share capital of Alpha Airports Group Plc ("Alpha
            Airports") not already owned by Autogrill (the "Offer")

Statement regarding further dealings and Offer declared unconditional for Alpha
                               Airports Group Plc



On 1 June 2007, the Board of Autogrill announced it had acquired a total of
75,150,383 Alpha Airports shares, representing 42.7 per cent. of the issued
share capital of Alpha Airports.



Autogrill today announces that it has acquired a further 16,005,994 shares of
Alpha Airports from Servair S.A. and also a further 18,668,531 shares and now
holds a total of 109,824,908 shares, representing 62.4 per cent. of the issued
share capital of Alpha Airports.



Autogrill therefore announces that the Offer, when made, will be unconditional.
However the offer will include a term pursuant to Rule 12.1 of the Code that the
Offer will lapse and not proceed if: there is a reference to the Competition
Commission before the First Closing Date of the Offer; if the European
Commission initiates proceedings under Article 6(1)(c) of Council Regulation 139
/2004/EC; or following a referral by the European Commission under Article 9.1
of Council Regulation 139/2004/EC to a competent authority in the United
Kingdom, there is a subsequent reference to the Competition Commission in each
case before 3.00 p.m. (London time) on the First Closing Date of the Offer.



Autogrill does not presently intend to exercise voting rights or otherwise
exercise control associated with its shares.



The Offer Document containing the full terms and conditions of the Offer will be
posted to Alpha Airports shareholders shortly, but in any event by Monday 2
July.

Detailed level of acceptances and ownership



Immediately prior to the commencement of the Offer Period, Autogrill owned
21,995,200 Alpha Airports shares, representing approximately 12.5 per cent. of
the existing issued share capital of Alpha Airports.



During the Offer Period, the Offeror acquired 87,829,708 shares, representing
approximately 49.9 per cent. of the existing issued share capital of Alpha
Airports.



Those Alpha Airports directors who have beneficial interests in Alpha Airports
shares have given irrevocable undertakings to accept the Offer in respect of
their entire interests in Alpha Airports shares, amounting, in aggregate, to
184,000 shares, representing approximately 0.1 per cent. of Alpha Airports'
issued share capital, and in respect of 1,241,659 options.



Terms defined in Autogrill's announcement on 4 June of its Recommended Mandatory
Cash Offer by Autogrill for the entire issued and to be issued share capital of
Alpha Airports have the same meanings in this announcement.



Enquiries

Autogrill

Patrizia Rutigliano
Director of Group Communication
Tel: +39 02 4826 3224



Elisabetta Cugnasca
Investor Relations Manager
Tel: +39 02 4826 3246



UBS Investment Bank

(Financial adviser to Autogrill)

Pierpaolo di Stefano
Tel: +44 20 7568 0000

Mario Fera
Tel: +44 20 7568 0000



This announcement does not constitute an offer or invitation to purchase any
securities.  The Offer will be made solely by means of the Offer Document and
the acceptance forms accompanying the Offer Document, which will contain the
full terms and conditions of the Offer including details of how it may be
accepted.

UBS Investment Bank is acting exclusively for Autogrill and no-one else in
connection with the Offer and will not be responsible to anyone other than
Autogrill for providing the protections afforded to clients of UBS Investment
Bank nor for providing advice in relation to the Offer or any other matter
referred to herein.

The availability of the Offer to persons who are not resident in or citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are resident or of which they are citizens.  Persons who are not
resident in or citizens of the United Kingdom should inform themselves about and
observe any applicable requirements.

The Offer is not being, and will not be, made, directly or indirectly, in or
into, or by use of the mails of or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or of any facility of, a national, state or
other securities exchange of Canada, or in or into Australia or Japan and will
not be capable of acceptance by any such use, means, instrumentality or facility
or from within Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, neither this announcement, nor any other document relating to the
Offer, is being, and will not be, and must not be, mailed, or otherwise
forwarded, distributed or sent in, into or from Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction and persons receiving this announcement, and any other
document relating to the Offer, must not mail, forward, distribute or send any
of them in, into or from Canada, Australia or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction.

The Offer will be made in the United States pursuant to an exemption from the
US tender offer rules provided by Rule 14d-1(c) under the US Exchange Act.

Notice to US holders of Alpha Airports shares:

The Offer is being made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
The financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States. Also, the settlement
procedure with respect to the Offer will be consistent with UK practice, which
differs from US domestic tender offer procedures in certain material respects,
particularly with regard to date of payment.

It may be difficult for US holders of Alpha Airports shares to enforce their
rights and any claim arising out of the US federal securities laws, since
Autogrill and Alpha Airports are located in a foreign country, and some or all
of their officers and directors may be residents of a foreign country. US
holders of Alpha Airports shares may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the US securities
laws. Further, it may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice, Autogrill or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Alpha Airports shares outside the United States, other
than pursuant to the Offer, before or during the period in which the Offer
remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US
Exchange Act, UBS Investment Bank will continue to act as an exempt market maker
in Alpha Airports shares on the London Stock Exchange.  These purchases may
occur either in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be disclosed as
required in the UK, will be reported to a Regulatory Information Service of the
UK Listing Authority and will be available on the London Stock Exchange website,
www.londonstockexchange.com.

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of Alpha Airports, all "dealings" in any "relevant
securities" of Alpha Airports, (including by means of an option in respect of,
or a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction.  This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends.  If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Alpha Airports, they will be deemed to be a single person for the
purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Alpha Airports by Autogrill or Alpha Airports, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website.  If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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