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ALICESA purchases to Grupo Torras 9.62 Million shares of Ebro Puleva, raising in this way its stake in this company to 8.46 %

17/02/2006
Press release Alicesa

In fulfillment of a court ruling issued by the Audiencia Provincial de Madrid

The company ALICESA, an affiliated company of the state-owned holding company Sociedad Estatal de Participaciones Industriales (SEPI), has formalized today the purchase of 9,627,465 shares corresponding to the company Ebro Puleva and owned by the Grupo Torras, in order to fulfill the court ruling issued by the Audiencia Provincial de Madrid, dated on June 6th, 2005. This acquisition raises its participation in the social capital of Ebro Puleva to 8.46%, up from the 2.19% it had before. This has been duly communicated to the Comisión Nacional del Mercado de Valores (the Spanish Security and Exchange Commission).

The above mentioned court ruling, in force since September 27th, 2005, sentenced ALICESA to formalize the purchase of the above mentioned shares owned by Grupo Torras and to pay for them a price of about 260 Million Euros, of which 144 Million Euros correspond to the Contract price and about 120 Million Euros to the 10% per annum interests, that is, a price well above the current market value. All of the above in keeping with a call and put option contract subscribed on December 1997, and which was promoted by the former Partido Popular´s Government.

Once the put option took place on February 13th, 2006 by the Grupo Torras, the purchasing and the selling companies have made today a statement before a public Notary regarding the hand over to the new owner of the shares of Ebro Puleva, which are the object of the sale transaction, as well as regarding the payment of the amount stipulated for the transaction.

The Grupo Torras exercised, on October 31st, 2000, a put option for 8,022,888 shares of the then Ebro Agrícolas S.A. and which later became 9,627,465 shares in Ebro Puleva, requiring to ALICESA the payment of 18 Euros per share, plus the amount resulting from the application of 10% per year during the period which begins at the date in which the put option contract was subscribed and the date on which the sale was formalized. This put option was included in the Contract subscribed by both companies in 1997 and which had the protection of the Ministry of Agriculture, Fishing and Food, whose Minister at the time was Ms. Loyola de Palacio, linking it to the highest of two possible prices- one market-related and the other no market-related, which allowed Grupo Torras to choose the most favorable option.

Since ALICESA refused to subscribe the above mentioned Contract, on November 14th, 2001, Grupo Torras brought a suit before the First Instance Court number 21 in Madrid, which was admitted by court ruling on March 31st, 2003, and which sentenced to ALICESA to pay to Torras the price required by the later. Against the court ruling, the PP´s Government made an appeal, which on June 2005 was dismissed by the Audiencia Provincial de Madrid.

The decision to file an appeal to the Court ruling dated on March 31st, 2003, with the subsequent postponement of the purchase of the shares has meant for the state-owned company ALICESA the added cost of over 30 Million Euros corresponding to the agreed interests, from December 30th, 1997 until September 27th, 2005, date on which the Audiencia Provincial of Madrid´s court ruling became final.


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