European Commission approves recommended cash offer for Aggregate Industries

15 March 2005

Holcim Participations (UK) Limited, a wholly owned subsidiary of Holcim Ltd, following last month's US competition authority clearance has now received competition clearance from the European Commission for the recommended cash offer for Aggregate Industries plc announced on January 20, 2005. The offer remains conditional on, inter alia, the receipt of valid acceptances of the offer in respect of not less than 90 per cent in nominal value of the Aggregate Industries shares to which the offer relates.

Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible and, in any event, not later than 3.00 p.m. (London time) on March 21, 2005.

Unless otherwise determined by the Offeror (Holcim Participations (UK) Limited), the Offer (including the Loan Note Alternative) is not being made, directly or indirectly, in or into, or by use of the mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer (including the Loan Note Alternative) will not be capable of acceptance by any such use, means, instrumentality or facility of, or from or within, any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Notwithstanding the foregoing, the Offeror will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.

The Loan Notes which may be issued pursuant to the Loan Note Alternative will not be listed on any stock exchange and will not be registered or filed under any relevant laws of any Restricted Jurisdiction, and no prospectus or other documentation which would otherwise be required to be prepared in respect of the Loan Notes pursuant to any relevant laws of a Restricted Jurisdiction has been lodged with or registered by any securities commission or similar authority in any Restricted Jurisdiction. Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States, Australia, Canada or Japan or any other jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration of the Loan Notes, or to or for the account or benefit of any US person or resident of Australia, Canada or Japan or any other such jurisdiction.

This announcement does not constitute an offer or an invitation to purchase any securities or the solicitation of an offer to buy any securities.

Defined terms used in this announcement have the same meanings as in the Offer Document dated 7 February 2005.

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Holcim is one of the world's leading suppliers of cement, aggregates (crushed stone, sand and gravel), concrete and construction-related services. The Group holds majority and minority interests in more than 70 countries on all continents.
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