BWG Bristol Wtr. Gp

RNS Number:9482C
Societe Generale SA
15 May 2006

Not for release, publication or distribution in whole or in part in or into
Canada, Australia or Japan


FOR IMMEDIATE RELEASE 15 MAY 2006


RECOMMENDED CASH OFFER


by


Societe GeneralE


on behalf of


SOCIEDAD GENERAL DE AGUAS DE BARCELONA, S.A. ("agbar")


for


BRISTOL WATER GROUP PLC ("BRISTOL WATER")


Offer declared unconditional in all respects



1. Offer unconditional in all respects



Agbar announces that all the conditions of its Offer for Bristol Water have now
been satisfied and/or waived. Accordingly, the Offer has been declared
unconditional in all respects and will remain open for acceptance until further
notice. At least 14 days notice will be given by an announcement before the
Offer is closed.



2. Level of acceptances



As at 1.00 p.m. (London time) on 14 May 2006, valid acceptances of the Offer had
been received in respect of a total of 10,887,275 Bristol Water Shares,
representing approximately 69.9 per cent. of Bristol Water's issued share
capital. (Of these valid acceptances, valid elections for the Loan Note
Alternative had been received in respect of a total of 325,867 Bristol Water
Shares, representing approximately 2.1 per cent. of Bristol Water's issued share
capital. Consequently, the Loan Note Alternative will be offered). None of these
acceptances were received from persons acting in concert with Agbar. In
accordance with the conditions of the Offer, Agbar has waived the requirement to
receive acceptances in respect of not less than 90 per cent. of the Bristol
Water Shares to which the offer relates.



On 21 April 2006, being the date of the announcement of the Offer, Agbar
announced that it had received irrevocable undertakings and a non-binding letter
of intent to accept (or procure the acceptance of) the Offer in respect of a
total of 5,018,072 Bristol Water Shares, representing approximately 32.2 per
cent. of Bristol Water's issued share capital. Valid acceptances have been
received in respect of 5,011,837 of those Bristol Water Shares, representing
approximately 32.2 per cent. of Bristol Water's issued share capital. All of
these acceptances are included in the total of valid acceptances referred to
above. Agbar continues to hold irrevocable undertakings from the directors of
Bristol Water to accept (or procure the acceptance of) the Offer in respect of
6,235 Bristol Water Shares, representing approximately 0.04 per cent. of Bristol
Water's issued share capital.



Agbar has acquired in the market 2,308,106 Bristol Water Shares, representing
approximately 14.8 per cent. of Bristol Water's issued share capital, which have
been entered on the Bristol Water shareholder register on Agbar's behalf. In
addition, Agbar has also acquired in the market a further 57,103 Bristol Water
Shares, representing approximately 0.4 per cent. of Bristol Water's issued share
capital, which have not yet been entered on the Bristol Water shareholder
register on Agbar's behalf.



Accordingly, as at 1.00 p.m. (London time) on 14 May 2006, Agbar either owned or
had received valid acceptances in respect of a total of 13,195,381 Bristol Water
Shares representing approximately 84.7 per cent. of Bristol Water's issued share
capital (this excludes the 57,103 Bristol Water Shares not yet entered on the
Bristol Water shareholder register on Agbar's behalf).



3. Consideration



Consideration due under the Offer will, on or before 28 May 2006, be dispatched
by first class post to (in the case of holders of certificated Bristol Water
Shares or holders of uncertificated Bristol Water Shares who have elected to
take up Loan Notes) or credited to the relevant CREST accounts of (in the case
of holders of uncertificated Bristol Water Shares) Bristol Water Shareholders
who have validly accepted the Offer on or before 14 May 2006.



Consideration due under the Offer will be dispatched by first class post to (in
the case of holders of certificated Bristol Water Shares or holders of
uncertificated Bristol Water Shares who have elected to take up Loan Notes) or
credited to the relevant CREST accounts of (in the case of holders of
uncertificated Bristol Water Shares) Bristol Water Shareholders who validly
accept the Offer after 14 May 2006 within 14 days of receipt of an acceptance
valid in all respects.



4. Payment of Special Interim Dividend



Bristol Water Shareholders on the register at the close of business on 15 May
2006, being the Record Date, will be entitled to receive a special interim
dividend of 22.5 pence per Bristol Water Share, in lieu of the final Bristol
Water dividend that would have been paid for the 52 weeks ended 31 March 2006.
As stated in the offer document posted to Bristol Water's shareholders on 22
April 2006 (the 'Offer Document') settlement of the special interim dividend
will be made within 14 days of the Record Date.



In accordance with the standard practice of the London Stock Exchange, the
Bristol Water Shares will not be declared "ex" the entitlement to the special
interim dividend until 2 days after this announcement being 8.00 a.m. (London
time) on 17 May 2006. Bristol Water Shareholders intending to deal in Bristol
Water Shares on the market are recommended to consult their stockbroker or other
independent financial adviser.



5. Delisting and Compulsory Acquisition



As stated in the Offer Document, application will be made to the Financial
Services Authority for the cancellation of the listing of the Bristol Water
Shares on the Official List and to the London Stock Exchange for the
cancellation of the admission to trading of Bristol Water Shares on the London
Stock Exchange's market for listed securities, with each expected to take effect
from 12 June 2006, being 20 business days following the date of this
announcement. The cancellation of the listing of Bristol Water Shares will
significantly reduce the liquidity and marketability of any Bristol Water Shares
in respect of which acceptances of the Offer are not submitted.



As anticipated in the Offer Document, as and when Agbar has received valid
acceptances of the Offer in respect of, or otherwise acquired 90 per cent. or
more in value of the Bristol Water Shares to which the Offer relates, Agbar will
seek to acquire compulsorily any outstanding Bristol Water Shares to which the
Offer relates pursuant to the provisions of sections 428 to 430F (inclusive) of
the Companies Act 1985.



Bristol Water Shareholders who have not yet accepted the Offer and wish to do so
and who hold Bristol Water Shares in certificated form must complete, sign and
return the Form of Acceptance to Lloyds TSB Registrars as soon as possible.
Bristol Water Shareholders who have not yet accepted the Offer and wish to do so
and who hold Bristol Water Shares in uncertificated form must accept
electronically through CREST so that the TTE Instruction settles as soon as
possible. Bristol Water Shareholders who hold Bristol Water Shares as a CREST
sponsored member, should refer to their CREST sponsor as only their CREST
sponsor will be able to send the necessary TTE Instruction to CRESTCo.



Terms defined in the Offer Document shall have the same meanings in this
announcement. The term "acting in concert" shall have the same meaning as in the
City Code.



Enquiries


Agbar


Angel Simon, Director General


Tel : +44 20 7762 5181



Societe Generale
(Financial Adviser to Agbar)


David Roberts, Managing Director
Michael Robinson, Director



Tel : +44 20 7762 5181



The contents of this notice are also covered by the disclaimers and definition
of the roles and responsibilities as detailed in the Offer Document.
Specifically, the role of Societe Generale is as follows.



Societe Generale, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively for Agbar and no-one else in
connection with the Offer and will not be responsible to anyone other than Agbar
for providing the protections afforded to clients of Societe Generale nor for
providing advice in relation to the Offer.



This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.



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 or electronic transmission, telex, internet,
telephone or other forms of electronic communication) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of Canada, Australia or Japan and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility from or within Canada,
Australia or Japan. Accordingly, copies of this announcement and any Offer
Documents are not being, and will not be, mailed or otherwise forwarded,
distributed or sent in , into or from, Canada, Australia or Japan.



The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions. Such persons should inform
themselves and observe any applicable requirements of those jurisdictions.



The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the US Securities Act or under the securities laws of
any jurisdiction of the United States, the relevant clearances have not been,
and will not be, obtained from the securities commission of any province of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance and
the Loan Notes have not been, and nor will they be, registered under or offered
in compliance with applicable securities laws of any state, province, territory
or jurisdiction of Canada, Australia or Japan. Accordingly, the Loan Notes may
not (unless an exemption under relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, a person
located in the United States, Canada, Australia or Japan.


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

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