AAC Altadis Sa

RNS Number:5359M
Imperial Tobacco Group PLC
25 January 2008


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.


25 January 2008


Imperial Tobacco Group PLC provides further details of the squeeze-out and
sell-out processes


As announced earlier today, the Spanish Securities and Exchange Commission, the
Comision Nacional del Mercado de Valores (the "CNMV"), has published the final
result of Imperial Tobacco Group PLC's ("Imperial Tobacco") cash offer (which
offer was made by its wholly-owned subsidiary, Imperial Tobacco Overseas
Holdings (3) Limited ("ITOH")) for the entire issued share capital of Altadis,
S.A. ("Altadis") at Euro50 per share (the "Offer").

The outcome of the Offer was that 241,867,605 Altadis shares, representing
95.81% of Altadis' issued share capital (which represent 95.81% of the shares to
which the Offer was addressed), had been tendered in acceptance of the Offer.
Accordingly, as mentioned in Imperial Tobacco's announcement dated 22 January
2008, the conditions set out in article 60.quater of the Spanish Stock Exchange
Act (Law 24/1988, of 28 July relating to the Stock Market) (the Stock Exchange
Act) and in article 47 of the Royal Decree 1066/2007 of 27 July relating to the
legal regime applicable to public takeover bids in Spain (the "Royal Decree")
entitling (i) ITOH to squeeze out the remaining shareholders and (ii) those
remaining shareholders that have not tendered their shares in the Offer to sell
out their shares to ITOH, have been satisfied.

Therefore, and in accordance with article 48.4 of the Royal Decree, ITOH hereby
confirms its decision to compulsorily acquire all of the Altadis shares not held
by ITOH for a consideration of Euro50 per Altadis share and it confirms that the
trade date for such acquisition shall be 18 February 2008 and that the
acquisition shall be completed in accordance with the procedure described below.
All costs relating to the implementation and settlement of the squeeze-out
process will be borne by Imperial Tobacco Group PLC.

Those Altadis shareholders who desire to sell their Altadis shares before the
trade date established for the above mentioned acquisition (i.e. before 18
February 2008) will be able to do so in accordance with article 60.quater of the
Stock Exchange Act and article 47 of the Royal Decree, as was indicated in
ITOH's explanatory prospectus relating to the Offer. However, it is hereby noted
to the remaining Altadis shareholders that they will have to bear the selling
party costs of the implementation and settlement of any sell-out transaction
(including, without limitation, brokerage costs and value added tax relating
thereto). Therefore, it is recommended that Altadis shareholders obtain, before
exercising their sell-out right, the information relating to the costs that they
would be required to pay should they wish to exercise their sell-out right.

As indicated in ITOH's explanatory prospectus relating to the Offer, in order to
facilitate the sale of their Altadis shares by the Altadis shareholders, ITOH
will maintain a permanent order in the market for Altadis shares at a price of
Euro50 per share from Monday 28 January 2008 until the date on which the Altadis
shares are suspended from trading.

In accordance with the provisions of article 48.10 of the Royal Decree, after
the settlement of the squeeze-out, the Altadis shares shall be delisted from the
Madrid, Barcelona, Bilbao and Valencia Stock Exchanges. The delisting of the
Altadis shares from Eurolist by Euronext Paris shall be subject to the formal
authorisation of Euronext Paris. It is envisaged that the delisting of Altadis
shares from both the Spanish Stock Exchanges and Eurolist by Euronext Paris will
be done in a coordinated way.

SQUEEZE-OUT PROCESS

As mentioned above, ITOH has fixed 18 February 2008 as the trade date for the
implementation of the squeeze-out. Any holder of Altadis shares, who is
registered as such in the relevant IBERCLEAR records and in the relevant records
of the entities which are members of IBERCLEAR, or in the relevant Euroclear
France records (in the case of the Altadis shares listed on Eurolist by Euronext
Paris), at closing on the immediately preceding trading session to the trade
date, will have their Altadis shares compulsorily acquired pursuant to the
squeeze-out.

To ensure the orderly implementation of the squeeze-out, ITOH shall request of
the CNMV and Euronext Paris that the last trading date for the Altadis shares
shall be 11 February 2008 and that the shares remain suspended until the
effective delisting of the shares both in Spain and in France.

ITOH has appointed Santander Investment Bolsa, S.V, S.A. to act as an
intermediary entity in connection with the squeeze-out and also Santander
Investment S.A. and BNP Paribas Securities Services in Spain and France,
respectively, to act in relation to the settlement of the squeeze-out.

All depository entities having Altadis shares in their custody at the closing on
15 February 2008, will execute the transfer of the Altadis shares to ITOH on the
squeeze-out trade date, free of any charge, lien or third party rights, in
compliance with the procedure established by the markets where the Altadis
shares are listed.

The settlement of the squeeze-out regarding the Altadis shares negotiated in
Spain shall be carried out in accordance with the procedure established by
IBERCLEAR. It is expected that this will take place on 21 February 2008.

Regarding the Altadis shares listed on Eurolist by Euronext Paris, on the
squeeze-out settlement date, all the financial intermediary entities shall be
responsible for transferring all remaining Altadis shares (which are listed on
Eurolist by Euronext Paris), free of any charge, lien or third party rights, to
Euroclear France and Euroclear France will, in turn, deliver those shares to
Santander Investment, S.A. (who will, in turn, transfer them to ITOH). On that
same date, ITOH shall pay to the financial intermediary entities, through BNP
Paribas Securities Services, Euro50 for each Altadis share that has been
transferred to ITOH. The financial intermediary entities shall pay such price to
each of the former holders of the Altadis shares that have been transferred to
ITOH.



Imperial Tobacco
Alex Parsons (Head of Corporate              Telephone: +44 (0) 7967 467241
Communications)
Simon Evans (Group Press Officer)            Telephone: +44 (0) 7967 467684
John Nelson-Smith (Investor Relations        Telephone: +44 (0) 117 933 7032
Manager)
Nicola Tate (Investor Relations Manager)     Telephone: +44 (0) 117 933 7082

Citi (lead financial adviser to Imperial     Telephone: +44 (0) 20 7986 4000
Tobacco)
Ian Carnegie-Brown
Ian Hart
Mark Todd

Manuel Falco                                 Telephone: +34 (0) 91 538 4411

Hoare Govett (joint corporate broker         Telephone: +44 (0) 20 7678 8000
to Imperial Tobacco)
Hugo Fisher
Paul Nicholls

Morgan Stanley (joint corporate broker       Telephone: +44 (0) 20 7425 5000
to Imperial Tobacco)
Paul Baker
Alastair Cochran


Citi, Hoare Govett limited and Morgan Stanley & Co. International limited which
are authorised and regulated in the United Kingdom by the Financial Services
Authority, are acting exclusively for Imperial Tobacco and no one else in
relation to the matters referred to in this announcement and will not be
responsible to anyone other than Imperial Tobacco for providing the protections
afforded to clients of Citi, Hoare Govett limited and Morgan Stanley & Co.
International limited respectively nor for providing advice in relation to these
matters, the content of this announcement or any matter referred to in it.


Copies of Imperial Tobacco's announcements are available on its website:
www.imperial-tobacco.com


The statements contained in this announcement that are not historical facts are
"forward-looking" statements. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond Imperial Tobacco's
control and all of which are based on the current beliefs and expectations about
future events of the directors' of Imperial Tobacco. No assurance can be given
that such future results will be achieved. Actual events or results may differ
materially as a result of risks and uncertainties facing Imperial Tobacco and
its subsidiaries. Except to the extent required by applicable law, Imperial
Tobacco will not necessarily update any of them in light of new information or
future events and undertakes no duty to do so.


This press release is not an offer of securities for sale in the United States.
The securities of Imperial Tobacco may not be offered or sold in the United
States absent registration or an exemption from registration. Any public
offering of securities to be made in the United States will be made by means of
a prospectus that will contain detailed information about the company and
management, as well as financial statements.



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

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