ABERTIS RACHETE 32 % D'EUTELSAT

Barcelone - le 5 décembre 2006

Grâce à cette transaction, d'un montant de 1 070 millions d'euros, Abertis deviendra le principal actionnaire d'Eutelsat.

Un chiffre d'affaires de 791 millions d'euros et un Ebitda de 617 millions d'euros font d'Eutelsat le troisième opérateur satellite de la planète, avec une part de marché de 30 % au niveau européen et de 13 % à l'échelle mondiale.

Avec ses 23 satellites, Eutelsat assure 90 % de la couverture mondiale et fourni ses services à 2 100 chaînes de télévision et 970 stations radio.

The deal, to be executed via abertis telecom, will project abertis' telecommunications business internationally, provide complementary technology to abertis telecom's terrestrial technology thanks to Eutelsat's satellite network and consolidate abertis' dynamic presence in France as a diversified transport and telecommunications infrastructure operator.

The deal is not expected to have any impact on Abertis' single A rating from Standard & Poor's and Fitch Ratings.

Barcelona, December 5, 2006.- abertis, through its telecommunications subsidiary, abertis telecom, has reached an agreement with investment funds Texas Pacific Group, Spectrum, Cinven and Goldman Sachs –all minority shareholders in Eutelsat Communications−, to acquire a 32% stake in the European satellite operator, in a transaction that will make it the company's largest shareholder.

The transaction, which sizes €1,070Mn, entails the payment of €15.5 per share. abertis plans to finance the deal with a syndicated bridge loan. The deal is subject to approval by anti-trust authorities.

With its fleet of 23 satellites in geostationary orbit, Eutelsat is the leading European satellite provide with a market share of 30%, and the third largest player worldwide with a global market share of 13%.

The signal from Eutelsat's satellites, whose orbit positioning is unique (exclusive rights thereto) reaches 90% of the world's population and offers total or partial coverage on all continents. It provides signal transmission and broadcasting services to over 2,100 television channels and 970 radio broadcasters. 53 million households in Western Europe receive the TV signal directly from Eutelsat satellites.

In its last fiscal year, ended June 30, 2006, Eutelsat recorded revenues of €791Mn, EBITDA of €617Mn (78% margin) and net profit, before extraordinary items, of €102Mn. In the last four years the company has invested €830Mn. In relation to key financial indicators, it is important to highlight Eutelsat's long-term customer order backlog, which currently stands at €4,000Mn.

Operating activities break down as follows: 68% of Eutelsat's revenues are generated from radio and TV signal distribution services and 17% from data transmission for private networks, corporate TV channels and mobile services. The remaining 12% is accounted for by Internet access services, corporate IP networks and GSM coverage for remote areas and maritime services.

Eutelsat owns a 27.7% stake in Hispasat, the Spanish satellite service provider.

A strategic step forward for Abertis Telecom

The investment by abertis telecom in Eutelsat marks a very significant qualitative jump in abertis' telecommunications subsidiary's growth strategy. It is a major step in terms of international expansion, marking abertis telecom's first foray beyond Spain and underpinning the abertis group's strategic commitment across its businesses to France. The deal marks an equally important quantum leap in terms of technology. Eutelsa's technology complements abertis telecom's strong presence in terrestrial signal transmission with a satellite transmission network.

A satellite operator's profile is similar to that of an infrastructure operator, characterised by high levels of capital intensity, long-term returns and stable cash flows. Customer relations are also long-term in nature and notably stable.

Against this backdrop, Eutelsat is destined to become a noteworthy component of abertis' core equity investments, within the framework of an investment model based on the principle of commitment to, and invigoration of, growth-oriented industrial projects, guided by a vision of stability and a long-term investment horizon.

"Cementing our European initiative"

The CEO of abertis, Salvador Alemany, has highlighted the strategic value of this investment to the company as it will significantly boost abertis telecom's international profile. Telecommunications is the infrastructure group's second largest business unit.

"The investment by abertis, via abertis telecom, in Eutelsat represents a major and clearly very decisive step in our strategy of sector and geographical diversification. It brings greater visibility, of a complementary nature, to our activity in the telecommunications sector, in addition to reinforcing our position as an integrated infrastructure operator in the fields of transportation, mobility and telecommunications".

Salvador Alemany goes on to remark, "I am particularly pleased we have reached this agreement in France, where we also closed the acquisition of the toll road operator sanef this year. Our presence in France and the strategic focus we are placing on our neighbouring country, together with the merger process underway with autostrade, reinforces yet again the European identity of the abertis story and the solidity and conviction with which we wish to continue to grow from Europe to the rest of the world".

Impact on key Abertis indicators

The proportional addition (32%) of the main financial indicators of Eutelsat to those of abertis will cement abertis telecom's position as the second largest business within abertis with revenues and EBITDA that would account for 18% and 16% of the group total, respectively. When we factor in the merger with autostrade, this activity would still be the second largest contributor, accounting for 9% and 8% of revenues and EBITDA, respectively.

Breakdown of revenues