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Rule 2.10 announcement

25 July 2014

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 OR REGULATIONS OF THAT JURISDICTION.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the “Code”) Balfour Beatty confirms that as at the close of business on 24 July 2014 it had 689,500,087 ordinary shares of 50 pence each in issue and admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number (ISIN) GB0000961622.

Balfour Beatty also has in issue 111,839,795 cumulative convertible redeemable preference shares of 1 pence each in issue and admitted to trading on the London Stock Exchange under the ISIN GB000978204.

Balfour Beatty has an American Depositary Receipts ("ADR") programme for which Citibank acts as Depositary. One ADR represents 2 ordinary shares of 50 pence. The ADRs trade on the OTCQX platform in the US over-the-counter market under the symbol BAFYY. The ISIN for these securities is US05845R3066.

Balfour Beatty holds no shares in treasury.

In addition, Balfour Beatty has in issue GBP 252,700,000 of convertible bonds due in December 2018 with a coupon of 1.875%. The convertible bonds are convertible into ordinary shares in Balfour Beatty. The ISIN for the convertible bonds is XS0994825916. The total number of shares attracting voting rights in Balfour Beatty is therefore 689,500,087.

This figure may be used by shareholders to determine the percentage of issued share capital they hold in Balfour Beatty and if they are required to notify an interest in, or a change to their interest in, Balfour Beatty under the FCA’s Disclosure and Transparency Rules.  

Enquiries:
Anoop Kang, Head of Investor Relations
+44 (0) 207 216 6913

Patrick Kerr, Director of Corporate Communications
+44 (0) 207 963 4258

Disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website athttp://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.