DGAP-Adhoc: HOCHTIEF Aktiengesellschaft: Increased proportional offer to 3rd party shareholders of Leighton Holdings Limited and changes in the Leighton Board of Directors

| Source: EQS Group AG
HOCHTIEF Aktiengesellschaft  / Key word(s): Investment

13.03.2014 03:21

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


HOCHTIEF Aktiengesellschaft, through its wholly owned subsidiary HOCHTIEF
Australia Holdings Limited ("HOCHTIEF") is a majority shareholder in
Leighton Holdings Limited, Sydney, Australia ("Leighton"). Leighton and
HOCHTIEF have today entered into a bid implementation agreement, under
which HOCHTIEF has increased its offer to 3rd party shareholders of
Leighton from AUD 22.15 to AUD 22.50 per share for three out of every eight
shares. The Leighton dividend, payable in addition to the offer, remains
unchanged at AUD 0.60 per share. The improved offer (ex dividend)
represents a premium of 35.1% over the three months Volume Weighted Average
Price up to and including 7 March 2014, the last trading day prior to
Leighton receiving the offer.

If all Leighton shareholders and all option holders accept the offer,
HOCHTIEF will increase its stake in Leighton from 58.77% to a maximum of
73.82% for a total cash consideration of approximately AUD 1,205 million,
corresponding to approximately EUR 787 million at the current exchange

As of today, HOCHTIEF Aktiengesellschaft's CEO, Marcelino Fernández Verdes,
will also become the CEO of Leighton. The Leighton board has today
appointed two further directors nominated by HOCHTIEF. Further changes to
the board composition reflecting HOCHTIEF's majority interest are about to
occur in connection with the AGM of Leighton coming up in May 2014. The
independent directors of Leighton intend to recommend that minority
shareholders accept the improved offer.

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Language:     English
Company:      HOCHTIEF Aktiengesellschaft
              Opernplatz 2
              45128 Essen
Phone:        +49 (0)201 824-1833
Fax:          +49 (0)201 824-2750
E-mail:       investor-relations@hochtief.de
Internet:     www.hochtief.de
ISIN:         DE0006070006
WKN:          607000
Indices:      MDAX
Listed:       Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
              Standard), Hamburg, München; Freiverkehr in Hannover,
              Stuttgart; Terminbörse EUREX
End of Announcement                             DGAP News-Service