BIE Birse Grp.

RNS Number:5871G
Balfour Beatty PLC
24 July 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS IN THAT JURISDICTION

                                                           FOR IMMEDIATE RELEASE

                                                                    24 July 2006



                             Recommended Cash Offer

                             by Balfour Beatty plc

                                      for

                                Birse Group plc

                          Offer Declared Unconditional

Balfour Beatty announces that, as at 1.00 p.m. on 21 July 2006, being the first
closing date of the recommended cash offer for the entire issued share capital
of Birse not otherwise held by Balfour Beatty, valid acceptances of the Offer
had been received in respect of 156,738,439 Birse Shares, representing
approximately 81.46 per cent. of the Birse Shares in issue. Including the
3,500,000 Birse Shares acquired by Balfour Beatty since 30 June 2006, Balfour
Beatty has acquired, or received valid acceptances of the Offer in respect of
160,238,439 Birse Shares in aggregate, representing approximately 83.28 per
cent. of the Birse Shares in issue.

All of the conditions of the Offer have now been satisfied or waived and the
Offer has been declared unconditional in all respects.

The Offer, which remains subject to the terms set out in the Offer Document,
will remain open for acceptance until further notice.

To the extent they have not already done so, holders of Birse Shares who hold
such securities in certificated form who have not yet accepted the Offer should
complete and return their Form of Acceptance as soon as possible in accordance
with the instructions set out in the Offer Document and in the Form of
Acceptance. Birse Shareholders who hold their Birse Shares in uncertificated
form and who have not yet accepted the Offer are reminded to take the necessary
steps through CREST as soon as possible.

Of these valid acceptances, valid elections for the Loan Note Alternative had
been received in respect of a total of 1,030,988 Birse Shares, representing an
aggregate nominal value of #171,401.76.  As valid elections for the Loan Notes
have not reached the threshold of #500,000 in nominal value at the date on which
the Offer has been declared unconditional in all respects, any elections to
receive Loan Notes shall not be effective and, provided that the acceptance of
the Offer is otherwise valid, the Offer will be deemed to have been accepted for
cash.

Settlement of the consideration to accepting Birse Shareholders or their
designated agents will be effected as set out below:

(a)            in the case of acceptances received complete in all respects by
today, within 14 calendar days; or

(b)            in the case of acceptances received complete in all respects
after today, within 14 calendar days of such receipt.

As Balfour Beatty has attained the required 75 per cent. of the voting rights
attaching to Birse Shares, Balfour Beatty is taking steps to procure the
application by Birse for the cancellation of the listing of Birse Shares on the
Official List and the cancellation of trading in Birse Shares on the London
Stock Exchange's market for listed securities. It is anticipated that
cancellation of listing and trading will take effect no earlier than 21 August
2006. Such de-listings would significantly reduce the liquidity and
marketability of any Birse Shares that are not acquired by Balfour Beatty. It is
also anticipated that, after such cancellations, Birse will be re-registered as
a private company under the relevant provisions of the Companies Act.

The above figures include valid acceptances for all of the Birse Shares for
which Balfour Beatty held irrevocable undertakings on the day on which the Offer
was announced.  These undertakings to accept the Offer were in respect of
51,310,658 Birse Shares in aggregate, representing approximately 26.7 per cent.
of Birse's issued share capital.

Birse is a provider of regional construction and engineering services to public
and private sector customers with a comprehensive range of activities in the UK.
Birse offers a wide range of construction and engineering services, from process
engineering and infrastructure projects through to smaller building and civil
engineering works.

Defined terms used in this announcement have the same meanings as in the Offer
Document dated 30 June 2006.

Enquiries:

Balfour Beatty                                        Tel: 020 7216 6800
Ian Tyler (Chief Executive)
Anthony Rabin (Finance Director)
Tim Sharp (Head of Corporate Communications)

Citigroup Global Markets Limited                      Tel: 020 7986 4000
(Financial Adviser to Balfour Beatty plc)
Jan Skarbek
James Ireland


This announcement is for informational purposes only and does not constitute an
offer to sell or invitation to purchase any securities in any jurisdiction, nor
shall there be any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable law. The Offer
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document which will contain the full terms of the Offer,
including details of how the Offer may be accepted.

Citigroup Global Markets Limited, which is authorised and regulated by the FSA,
is acting exclusively for Balfour Beatty and no one else in connection with the
Offer and will not be responsible to anyone other than Balfour Beatty for
providing the protections afforded to clients of Citigroup Global Markets
Limited or for providing advice in connection with the Offer or any other
matters referred to herein.

The availability of the Offer to Birse Shareholders who are not resident in and
citizens of the United Kingdom or the United States may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders are contained in the Offer Document.

Unless otherwise determined by Balfour Beatty and permitted by applicable law
and regulation, subject to certain exemptions, the Offer will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and trustees) should
observe these restrictions and must not mail or otherwise distribute this
announcement in, into or from any such jurisdictions.




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

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