Assoc British Ports - Posting of Scheme Document

Not for release, publication or distribution, in whole or in part, in or into Canada, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

For immediate release

24 June 2006

Revised Recommended Proposals by Admiral Acquisitions UK Limited ("Admiral (LSE: ADM.L - news) ") for Associated British Ports Holdings PLC ('ABPH' or the 'Company')

Posting of Scheme Document

ABPH announces that, following the announcement on 23 June 2006 of the revised offer by Admiral to acquire the entire issued and to be issued share capital of the Company at a price of 910 pence per ABPH Share in cash (the "Revised Offer"), it has today posted circulars comprising a "Scheme Document" and a supplemental letter from the Chairman of ABPH, and containing, inter alia, (i) the terms of the Revised Offer to be effected by means of a scheme of arrangement under section 425 of the Companies Act, and (ii) an explanatory statement (pursuant to section 426 of the Companies Act 1985).

The Court Meeting and Extraordinary General Meeting ("EGM") will start at 11:00 am and 11:15 am (or as soon thereafter as the Court Meeting is concluded or adjourned) respectively on 18 July 2006. Both meetings will be held at the Mermaid Conference ∓ Events Centre, Puddle Dock, Blackfriars, London EC4V 3DB.

As described in the Scheme Document, the Scheme will be conditional upon the approval of the Scheme by ABPH Shareholders at the Court Meeting, the passing of all resolutions necessary to implement the Scheme by the requisite majority at the EGM and the sanction of the Scheme by the Court. A full description of the terms and conditions of the Scheme, together with the action to be taken by ABPH Shareholders, is set out in the Scheme Document.

Subject to the satisfaction of the necessary conditions, and to the receipt of regulatory approvals, the Scheme is expected to become effective on 14 August 2006, and not later than 21 September 2006.

Update on Macquarie Consortium proposal

On 15 June 2006 ABPH announced that the Board had received a pre-conditional proposal from the Macquarie Consortium indicating a cash price of at least 840 pence per share.

Following the receipt of the pre-conditional proposal from the Macquarie Consortium, the Board has provided the Macquarie Consortium with due diligence information. As at the time of this announcement, the Macquarie Consortium has not announced a firm intention to make an offer within the meaning of the City Code.

A further announcement will be made by your Board as and when appropriate.

Note 7 of Rule 2.4 of the City Code on Takeovers and Mergers requires the Company to clarify that this statement is being made by the Company without prior agreement with the Macquarie Consortium and that there can therefore be no certainty whether an offer will be made by the Macquarie Consortium nor as to the terms on which any such offer might be made.

Document Viewing Facility

Copies of the Scheme Document have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Capitalised terms used, but not defined, in this announcement have the same meaning as given to them in the Scheme Document and in previous announcements.

Notes to Editors:

Associated British Ports Holdings PLC is a leading provider to ship and cargo owners of innovative and high-quality port facilities and services.

The group's principal subsidiary, Associated British Ports, is the UK's largest and leading ports group. Its (Euronext: ALITS.NX - news) 21 ports handle almost a quarter of the country's seaborne trade.

The group's property investment and property development activities are focused on opportunities within its ports.

The group employs around 2,500 people.

This, and other news releases relating to the group, can be found at www.abports.co.uk

The Directors of ABPH accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this letter is in accordance with the facts and does not omit anything likely to affect the import of such information.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority; regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting exclusively for ABPH and no-one else in connection with the Proposals and will not be responsible to anyone other than ABPH for providing the protections afforded to clients of Deutsche Bank AG nor for providing advice in relation to the Proposals.

JPMorgan Cazenove Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ABPH in connection with the Proposals and no-one else and will not be responsible to anyone other than ABPH for providing the protections afforded to clients of JPMorgan Cazenove Limited nor for providing advice in relation to the Proposals.

Morgan Stanley ∓ Co. International Limited is acting exclusively for ABPH in connection with the Proposals and no one else and will not be responsible to anyone other than ABPH for providing the protections afforded to clients of Morgan Stanley ∓ Co. International Limited nor for providing advice in relation to the Proposals.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, ''interested'' (directly or indirectly) in one per cent. or more of any class of ''relevant securities'' of ABPH, all ''dealings'' in any ''relevant securities'' of ABPH (including by means of an option in respect of, or a derivative referenced to, any such ''relevant securities'') by or on behalf of any such person must be publicly disclosed by no later than 3:30 pm (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or until the date on which the Scheme lapses or is otherwise withdrawn or on which the ''offer period'' otherwise ends (or, if Admiral elects, or becomes obliged, to effect the Proposals by way of a takeover offer, until the date on which such offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ''offer period'' otherwise ends). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ''interest'' in ''relevant securities'' of ABPH, they will be deemed to be a single person for the purposes of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all ''dealings'' in ''relevant securities'' of ABPH by Admiral or ABPH, or by any of their respective ''associates'', must be disclosed by no later than 12:00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ''relevant securities'' ''dealings'' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

''Interests in securities'' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ''interest'' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms which appear in quotation marks above are defined in the City Code, which can be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a ''dealing'' under Rule 8, you should consult the Panel.