PD Ports plc - December 2005

On 30 November, recommended cash offers ("the Endeavour Offers") for PD Ports were announced by Lexicon Partners Limited, on behalf of a consortium comprising two Australian infrastructure investment firms - Industry Funds Management and Challenger Infrastructure Fund - and 3i (together "Endeavour Ports Limited" or "Endeavour").

The Endeavour Offers were:a) 140.5 pence for each PD Ports ordinary share, valuing the existing share capital of PD Ports at ~ £246mlion; and

b) 147.5 pence for each PD Ports convertible bond, valuing the issued convertible bonds at ~ £74mlion

In addition, ordinary shareholders retained the right to receive an interim dividend to September 2005 of 1.5p and convertible bond holders retain the right to receive the interest payment due in December 2005 (~3p).

On 12 December, significantly higher recommended cash offers ("the BBI Offers") were announced by UBS, on behalf of BBI Ports Acquisitions ("BBI"), a BidCo owned by Australian investment group Babcock & Brown Infrastructure. As at CoB on 11 December 2005, BBI had received irrevocable undertakings to accept approximately 52% of the ordinary share capital of PD Ports.

The BBI Offers were:a) share offer of 150p cum dividend for each PD Ports ordinary share; and

b) convertible bond offer of 154.1p for each PD Ports convertible bond

Canaccord Genuity'successfully managed the competitive bid process which is expected to complete in January 2006.