Baggeridge Brick PLC - Offer by Wienerberger

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 IN THAT JURISDICTION

[Embargoed for release at 7.00 a.m. (London time)] 17 August 2006

Recommended Cash Acquisition of Baggeridge Brick PLC

by Wienerberger Finance Service B.V., a wholly owned subsidiary of Wienerberger AG (EUREX: WIBF.EX - news) advised by UBS Investment Bank, at a price of 216 pence per Baggeridge Share, to be effected by means of a Scheme of Arrangement under section 425 of the Companies Act 1985

Summary

· The boards of Baggeridge and Wienerberger are pleased to announce that they have reached agreement on the terms of a recommended pre-conditional cash acquisition at a price of 216 pence per Baggeridge Share, under which Wienerberger FS, a wholly owned subsidiary of Wienerberger, will acquire the entire issued and to be issued share capital of Baggeridge.

· The proposed acquisition has been unanimously recommended by the Board of Baggeridge and will be effected by means of a Court sanctioned scheme of arrangement under section 425 of the Companies Act.

· Under the terms of the Scheme, Baggeridge Shareholders will be entitled to receive 216 pence in cash for each Baggeridge Share held. A Loan Note Alternative will also be made available to all Baggeridge Shareholders (subject to the terms of the Scheme and other than to any Baggeridge Shareholders in any Restricted Jurisdiction).

· The Price represents:

· a premium of 29.0 per cent. to Baggeridge's Closing Price of 167.5 pence on 16 August 2006 (being the last dealing date prior to the date of this announcement); and

· a premium of 32.5 per cent. to Baggeridge's average Closing Price over the last 12 months to 16 August 2006 (being the last dealing date prior to the date of this announcement);

and values the existing issued share capital of Baggeridge at approximately £89.2 million.

· Wienerberger believes that the acquisition of Baggeridge represents an attractive opportunity for Wienerberger to create further value for its shareholders.

· The United Kingdom is the largest European market for facing bricks and Wienerberger is confident of its long term prospects.

· Wienerberger and Baggeridge have complementary geographical footprints in the United Kingdom with regard to distribution and production and their combination will enable Wienerberger to extend its existing product range in clay facing bricks and expand into clay pavers, wall cladding and Blue Brick.

· Baggeridge's significant raw material reserves and its undeveloped site near Birmingham, which has planning permission for production, are of important strategic value for Wienerberger's planned future growth in the United Kingdom.

· Wienerberger expects to achieve significant medium-term synergies of approximately £5 million per annum through the combination of the companies.

· The directors of Baggeridge, who have been so advised by Arbuthnot, consider the terms of the proposed acquisition to be fair and reasonable. In providing its advice, Arbuthnot has taken into account the commercial assessments of the directors of Baggeridge. Accordingly, the directors of Baggeridge intend to recommend unanimously that Baggeridge Shareholders vote in favour of the Scheme, as they have irrevocably undertaken to do (or procured to be done) in respect of their own beneficial holdings of, in aggregate, 362,428 Baggeridge Shares, representing approximately 0.9 per cent. of Baggeridge's existing issued share capital.

· The proposed acquisition is subject to the satisfaction of a Pre-Condition relating to UK competition authority clearance which is set out in full in Appendix 1 to this announcement. The proposed acquisition will not proceed if the Pre-Condition has not been satisfied by the close of business on the date falling ten months after the date of this announcement, or such later date as Wienerberger FS and Baggeridge may agree.

· The proposed acquisition will be put to Baggeridge Shareholders at the Court Meeting and at the Extraordinary General Meeting. In order to become effective, the Scheme must be approved by a majority in number representing at least 75 per cent. in value of the Baggeridge Shares that are voted at the Court Meeting. In addition, a special resolution implementing the Scheme and sanctioning the related reduction of capital must be passed by Baggeridge Shareholders representing 75 per cent. of the votes cast at the Extraordinary General Meeting.

· Wienerberger FS has received irrevocable undertakings to vote in favour of the Scheme from the directors of Baggeridge, the trustees of the Ward Family Trusts, and Peter Ward. In aggregate, Wienerberger FS has received irrevocable undertakings in respect of 10,959,988 Baggeridge Shares, representing approximately 26.6 per cent. of Baggeridge's existing issued share capital. In addition, Wienerberger FS has received a non-binding letter of intent from Rathbone Unit Trust Management Limited indicating its intention to vote in favour of the Proposal in respect of 2,930,000 Baggeridge Shares, representing as at the date of this announcement approximately 7.1 per cent. of the existing issued share capital of Baggeridge

· Baggeridge expects to despatch the Scheme Document as soon as practicable after the satisfaction or waiver of the Pre-Condition.

· It is expected that the Court Meeting and the Extraordinary General Meeting to approve the Scheme, sanction the Capital Reduction and deal with certain related matters will be held within approximately 23 calendar days from the date that the Scheme Document is posted.

· It is expected that the Scheme will become effective within approximately 43 calendar days from the date that the Scheme Document is posted.

Wolfgang Reithofer, Chief Executive Officer of Wienerberger, commenting on the proposed acquisition said:

"We are delighted about the recommendation submitted by Baggeridge's Board of Directors to its shareholders to vote in favour of the proposed acquisition. We will combine the best competencies of both organisations in a single integrated operation. Through the merger of our activities as well as the structure of our product portfolio, we expect to achieve significant medium-term synergies of approximately £5 million per annum. As a result, we would not only be in a position to considerably strengthen our number three position in the largest European market for facing bricks but also to significantly enlarge our product portfolio throughout the United Kingdom. We intend to expand the current facing brick operations over the coming years, in particular by adding clay roof tiles to our present product range. All in all, the integration of the two companies will enable us to deal more effectively with current market challenges, such as high energy costs, as well as offer our customers, investors and employees a sustained enhancement in value."

Alan Baxter, Chief Executive of Baggeridge, said:

"The proposed acquisition represents a unique opportunity for Baggeridge to build upon its operational expertise and enter into the next stage of its development. The Price's significant premium of 32.5 per cent. over the average Closing Price of Baggeridge for the last 12 months to 16 August 2006 represents an attractive opportunity for investors to realise today the potential benefits of the recommended combination. As such the directors of Baggeridge believe that the proposed acquisition provides certainty and value to the Baggeridge Shareholders at the present time."

UBS (NYSEArca: DJCI - news) is acting as sole financial adviser to Wienerberger FS and Wienerberger and no-one else in connection with the proposed acquisition and will not be responsible to anyone other than Wienerberger FS and Wienerberger for providing the protections afforded to clients of UBS or for providing advice in relation to the Proposal or any matter referred to in this announcement. Arbuthnot is acting as sole financial adviser and broker to Baggeridge.

This summary should be read in conjunction with, and is subject to, the full text of the attached announcement. In addition to the Pre-Condition, the proposed acquisition is also subject to the Conditions set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document. Terms used in this summary have the meaning given to them in Appendix 4.

Enquiries:

Wienerberger AG
Thomas Melzer	+43 1 60192 463
Anton Ulmer	+43 1 60192 742
UBS Investment Bank
Benjamin Lee	+44 20 756 78000
Thomas Onions	+44 20 756 78000
Ballard Associates
Louise Ballard	+44 20 7062 1111
Baggeridge Brick PLC
Alan Baxter	+44 1902 880 555
Martyn Haines	+44 1902 880 555
Arbuthnot Securities Limited
James Steel	+44 20 7012 2000
Graham Swindells	+44 20 7012 2000
Bankside Consultants
Charles Ponsonby	+44 20 7367 8888 +44 7789 202312

This announcement does not constitute an offer to sell, or an invitation to purchase or subscribe for any securities. Any response in relation to the Proposal should be made only on the basis of the information contained in the Scheme Document or any document by which the Proposal is made. Baggeridge will prepare the Scheme Document to be distributed to Baggeridge Shareholders. Baggeridge and Wienerberger FS urge Baggeridge Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Proposal.

UBS is acting for Wienerberger FS and Wienerberger and no-one else in connection with the Proposal and will not be responsible to anyone other than Wienerberger FS and Wienerberger for providing the protections afforded to clients of UBS or for providing advice in relation to the Proposal or any matter referred to in this announcement.

Arbuthnot is acting for Baggeridge and no one else in connection with the Proposal and will not be responsible to anyone other than Baggeridge for providing the protections afforded to clients of Arbuthnot or for providing advice in relation to the Proposal or any matter referred to in this announcement.

The availability of the Proposal to Baggeridge Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

If the Proposal is carried out by way of offer, the offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send this announcement in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction.

The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, nor will they be, listed on any stock exchange and have not been, nor will they be, registered under the Securities Act or under any relevant laws of any state or other jurisdiction of the United States, nor has a prospectus been lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in compliance with the applicable securities laws of Japan (EUREX: FMJP.EX - news) . Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into a Loan Note Restricted Jurisdiction in which an offer of the Loan Notes would constitute a violation of the relevant laws of, or require registration of the Loan Notes in, such jurisdiction or to, or for the account or benefit of, a person located in a Loan Note Restricted Jurisdiction.

Forward Looking Statements

This announcement includes certain "forward-looking statements". These statements are based on the current expectations of the management of Wienerberger FS, Wienerberger and Baggeridge and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects on Baggeridge of the Proposal, the expected timing and scope of the Proposal, anticipated earnings enhancements, estimated cost savings and other synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates"and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Proposal, and Wienerberger FS's ability to successfully integrate the operations and employees of Baggeridge, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Wienerberger FS, Wienerberger, nor Baggeridge undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Baggeridge, all "dealings" in any "relevant securities"of Baggeridge (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective. 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 Baggeridge, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Takeover Code, all "dealings"in "relevant securities" of Baggeridge by Wienerberger FS or Baggeridge, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554.

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction.

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 IN THAT JURISDICTION

Embargoed for release at 7.00 a.m. (London time) 17 August 2006

Recommended Cash Acquisition of Baggeridge Brick PLC

by Wienerberger Finance Service B.V., a wholly owned subsidiary of Wienerberger AG, advised by UBS Investment Bank, at a price of 216 pence per Baggeridge Share, to be effected by means of a Scheme of Arrangement under section 425 of the Companies Act 1985

1 Introduction

The boards of Baggeridge and Wienerberger are pleased to announce that they have reached agreement on a recommended pre-conditional cash acquisition at a price of 216 pence per Baggeridge Share, under which Wienerberger FS, a wholly owned subsidiary of Wienerberger, will acquire the entire issued and to be issued share capital of Baggeridge.

The Proposal has been unanimously recommended by the Board of Baggeridge and will be effected by means of a Court sanctioned scheme of arrangement under section 425 of the Companies Act.

The Proposal is subject to the satisfaction of a Pre-Condition relating to competition authority clearance which is set out in full in Appendix 1 to this announcement. The proposed acquisition will not proceed if the Pre-Condition has not been satisfied by the close of business on the date falling ten months after the date of this announcement, or such later date as Wienerberger and Baggeridge may agree.

The Scheme Document will be despatched to Baggeridge Shareholders by Baggeridge as soon as practicable after the satisfaction of the Pre-Condition.

2 The Proposal

Under the Scheme, which is subject to the Pre-Condition and the Conditions set out in Appendix 1 to this announcement and further terms to be set out in the Scheme Document, Baggeridge Shareholders will be entitled to receive:

for each Baggeridge Share held, 216 pence in cash

The Proposal represents:

· a premium of 29.0 per cent. to Baggeridge's Closing Price of 167.5 pence on 16 August 2006 (being the last dealing date prior to the date of this announcement); and

· a premium of 32.5 per cent. to Baggeridge's average Closing Price over the last twelve months to 16 August 2006 (being the last dealing date prior to the date of this announcement).

The Proposal values the entire existing issued share capital of Baggeridge at approximately £89.2 million.

Under the Proposal, Baggeridge Shareholders will be entitled to receive and retain any final dividend in respect of the year ending 30 September 2006, up to an amount of 4.35 pence per Baggeridge Share if it is declared prior to despatch of the Scheme Document and is approved by the Company's shareholders in a general meeting.

Any dividend so declared and paid shall reduce by an equal amount the price paid per Baggeridge Share.

3 Background to and reasons for recommending the Proposal

Baggeridge has steadily invested both in its facilities and raw material sources over many years. As a result it has built up an attractive portfolio of efficient, strategically-located brick plants with access to substantial long-term clay reserves.

Although the Directors of Baggeridge remain confident of the long-term potential for the UK housing market, which is the primary driver for brick demand, current market conditions remain weak. At the same time, input costs have been severely affected by the rise in, and continuing volatility of, gas prices. Full recovery of these additional costs has been hampered by the weak demand for bricks from the housing market. Baggeridge retains a strong balance sheet and, with a strong and experienced management team in place, is well placed to weather current trading conditions; however, the short-term profit outlook and timing of any eventual upturn are difficult to predict.

Against this background the Board considers that the cash offer from Wienerberger (which is the world's largest brick maker and possesses a strong and experienced management team) is attractive and provides certainty of value to shareholders. It represents a 29.0 per cent. premium to the closing share price prior to announcement and a 44 per cent. premium to net asset value.

4 Recommendation

The directors of Baggeridge, who have been so advised by Arbuthnot, consider the terms of the Proposal to be fair and reasonable. In providing its advice, Arbuthnot has taken into account the commercial assessments of the directors of Baggeridge. Accordingly, the directors of Baggeridge intend unanimously to recommend that Baggeridge Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the Extraordinary General Meeting, as they have irrevocably undertaken to do (or procured to be done) in respect of their own beneficial holdings of, in aggregate, 362,428 Baggeridge Shares, representing approximately 0.9 per cent. of the existing issued share capital of Baggeridge.

5 Reasons for the Proposal and plans for Baggeridge

The transaction provides the opportunity to significantly enhance Wienerberger's ability to compete on a greater national scale in the United Kingdom and Ireland (Xetra: A0Q8L3 - news) . Wienerberger views Baggeridge's operations as complementary to its own existing presence in the United Kingdom. Specifically, Wienerberger regards a combination of Wienerberger and Baggeridge as an attractive opportunity for the following reasons:

· Wienerberger regards the United Kingdom as an attractive market for facing bricks. The United Kingdom represents the largest European market for facing bricks, and whilst the market has slowed in 2005 and 2006, Wienerberger is confident about its long term outlook in view of the United Kingdom's population trends, the significant pent-up demand for family housing stock and the growth rate of its economy being above the European Union average.

· Wienerberger and Baggeridge have complementary geographical footprints in the United Kingdom with regard to distribution and production. Baggeridge has four manufacturing plants in the West Midlands with one further plant in West Sussex. Wienerberger has eight manufacturing plants which are located in Durham, Greater Manchester, Cheshire, Surrey, Kent, West Sussex and Devon, and one plant in the West Midlands. A combination of the companies will enable Wienerberger to serve customers nationwide and provide a strong competitor to the market leaders.

· Baggeridge's strengths in clay facing bricks, clay pavers, wall cladding and Blue Brick will extend the existing product portfolio of Wienerberger in the United Kingdom and strengthen Wienerberger's position in the attractive Irish market.

· Baggeridge's significant raw material reserves and its undeveloped site near Birmingham, which has planning permission for production, are of important strategic value for Wienerberger's planned future growth and for any expansionary projects in the United Kingdom.

· Wienerberger expects to achieve significant medium-term synergies of approximately £5 million per annum through the combination of the companies.

Wienerberger believes this transaction provides significant benefits to both Wienerberger and Baggeridge. For Baggeridge, Wienerberger represents a strategic partner whose aim is to continue, quickly integrate and further develop the company's existing business operations including the brand of Baggeridge. For Wienerberger, the enhancement of its production facilities, the expansion of its product portfolio as well as the development of its position in the Irish market, opens up attractive opportunities to increase earnings and growth in the United Kingdom.

Wienerberger has a strong track record of successfully integrating acquired companies (including more than one hundred in the last decade) and expects the process to be rapid and efficient, with minimal disruption.

These statements of estimated cost savings relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated.

6 Irrevocable undertakings and letter of intent to accept the Proposal

Wienerberger FS has received the following irrevocable undertakings to vote in favour of the Scheme in respect of 10,959,988 Baggeridge Shares in aggregate representing approximately 26.6 per cent. of Baggeridge's existing issued share capital as set out in Appendix 3 to this announcement:

· The directors of Baggeridge have irrevocably undertaken to vote in favour of the Scheme by no later than 3.00 p.m. on the seventh business day following the posting of the Scheme Document in respect of all their own holdings over which they have control which in aggregate amount to 362,428 Baggeridge Shares, representing approximately 0.9 per cent. of Baggeridge's issued share capital. Their obligations under these undertakings will lapse if (i) the Pre-Condition is not satisfied or waived within 10 months after the date of this announcement; or (ii) the Scheme Document is not posted within 28 calendar days of the Pre-Condition being satisfied or waived. These undertakings will remain binding notwithstanding a higher competing offer.

· The trustees of the Ward Family Trusts have undertaken, in their capacity as trustees of the Ward Family Trusts, to vote in favour of the Scheme by no later than 3.00 p.m. on the seventh business day following the posting of the Scheme Document in respect of 9,956,840 Baggeridge Shares, representing approximately 24.1 per cent. of Baggeridge's issued share capital. Their obligations under these undertakings will lapse if (i) the Pre-Condition is not satisfied or waived within 10 months after the date of this announcement; or (ii) the Scheme Document is not posted within 28 calendar days of the Pre-Condition being satisfied or waived; or (iii) a competing offer is made where the value of consideration per Baggeridge Share is at least 10 per cent. greater than that available under the Proposal and Wienerberger FS has not within 14 days of announcement of the competing offer announced a revised offer which exceeds the value of the competing offer.

· Peter Ward has undertaken to vote in favour of the Scheme by no later than 3.00 p.m. on the seventh business day following the posting of the Scheme Document in respect of 640,720 Baggeridge Shares, representing approximately 1.6 per cent. of Baggeridge's issued share capital. His obligations under these undertakings will lapse if (i) the Pre-Condition is not satisfied or waived within 10 months after the date of this announcement; or (ii) the Scheme Document is not posted within 28 calendar days of the Pre-Condition being satisfied or waived; or (iii) a competing offer is made where the value of consideration per Baggeridge Share is at least 10 per cent. greater than that available under the Proposal and Wienerberger FS has not within 14 days of announcement of the competing offer announced a revised offer which exceeds the value of the competing offer.

· In addition, Wienerberger FS has received a non-binding letter of intent from Rathbone Unit Trust Management Limited indicating its intention to vote in favour of the Proposal in respect of 2,930,000 Baggeridge Shares, representing as at the date of this announcement approximately 7.1 per cent. of the existing issued share capital of Baggeridge.

7 The Loan Note alternative

As an alternative to some or all of the cash consideration which would otherwise be receivable under the Proposal, Baggeridge Shareholders (other than any Baggeridge Shareholders in any Loan Note Restricted Jurisdiction) will be able to elect to receive Loan Notes to be issued by Wienerberger FS on the following basis:

for every £1 of cash consideration, £1 nominal value of Loan Notes

The Loan Note Alternative will be conditional upon the Scheme becoming effective in accordance with its terms.

The Loan Notes will be issued by Wienerberger FS, credited as fully paid, in amounts and integral multiples of £1 and the balance of any entitlement that is not a whole multiple of £1 will be disregarded and not issued. The Loan Notes will be guaranteed as to payment of principal and interest by Erste Bank (LSE: 0MJK.L - news) . The Loan Notes will bear interest at a rate of 0.9 per cent. below six-month sterling LIBOR to be determined on the first business day of each interest period. Interest will be payable by half-yearly instalments in arrears (less any tax) on 30 June and 31 December in each year. The first payment of interest will be made on the First Payment Date. On the First Payment Date, interest will be paid in respect of the period from (and including) the date of issue of the relevant Loan Notes to (but excluding) the First Payment Date. The Loan Notes will be redeemable in whole or in part for cash at par at the option of noteholders on the first 30 June or 31 December date which falls more than six months after the date of issue of the Loan Notes and subsequently on each interest payment date.

Unless Wienerberger FS decides otherwise, no Loan Notes will be issued by Wienerberger FS unless, on or before the date on which the Scheme becomes effective in accordance with its terms, the aggregate nominal value of all Loan Notes to be issued as a result of valid elections for the Loan Note Alternative exceeds £2,000,000. If such aggregate is less than £2,000,000, any such election shall, unless Wienerberger FS decides otherwise, be void and the relevant Baggeridge Shareholders will be deemed to have accepted the Proposal for cash. Wienerberger FS will have the right to redeem all of the Loan Notes if the aggregate nominal value of the outstanding Loan Notes falls below £1,000,000 at any time during their term. The Loan Notes may be redeemed in minimum denominations of £100,000. If not previously redeemed, the final redemption date will be 30 June 2011. Any Loan Notes outstanding on the final redemption date will be redeemed at par (together with any accrued interest) on that date. The Loan Notes will have limited transferability, and no application will be made for them to be listed on, or dealt on, any stock exchange or other trading facility.

The Loan Notes and the Loan Note Instrument will be governed by and construed in accordance with English law and will be unsecured obligations of Wienerberger FS.

Further details of the Loan Notes and the Loan Note Alternative will be contained in the formal Scheme Document.

8 Information on Wienerberger

Founded in 1819 in Vienna and traded since 1869 on the Vienna Stock Exchange, Wienerberger is the world's largest brick producer, ranking number two in the clay roof tile market in Europe (Chicago Options: ^REURUSD - news) , whilst also holding leading positions with pavers in Europe. Wienerberger currently has a market capitalisation of approximately €2,753 million, based on a closing share price of €37.1 on 16 August 2006.

For the year ended 31 December 2005, the Wienerberger Group recorded total turnover of €1,954.6 million, EBIT adjusted for non-recurring income and expenses of €270.3 million and profit after tax of €196.4 million. Based on its unaudited 31 March 2006 financials, the Wienerberger Group had net assets of approximately €1,443.6 million.

Wienerberger's strategy for FY2006 is focused on continued growth. Wienerberger is pursuing a large number of bolt-on projects in all regions in which it currently operates and is planning to invest at least € 250 million in this programme during 2006. It is Wienerberger's intention to focus these funds mainly on the construction of new plants and the expansion of capacity. In addition Wienerberger is also evaluating larger value creation strategic acquisitions. Wienerberger's recent acquisitions in the US and Germany are in accordance with this strategy of value creation and Wienerberger expects them to contribute to the Wienerberger Group's earnings in the future.

9 Information on Baggeridge

Founded in 1944 at Sedgley in the West Midlands, Baggeridge is manufacturer of clay bricks and paving products. It operates from four manufacturing sites in the West Midlands and one in West Sussex. Baggeridge is the fourth largest player in the UK market, employing a work force of 575 people.

Baggeridge has significant clay reserves close to each of its factories representing many years supply.

In addition Baggeridge derives revenues from contracts with waste management companies through the sale of air space for landfill. For the financial year ended 30 September 2005, Baggeridge reported turnover of £50.7 million, EBITDA of £9.2 million, profit before tax of £5.5 million and earnings per share of 9.3 pence. At 30 September 2005, Baggeridge had net assets of £61.8 million and net funds of £0.8 million.

10 Management, employees and locations

Wienerberger welcomes Baggeridge's management team into its enlarged United Kingdom operations. Upon the Scheme becoming effective, it expects both Baggeridge's Chief Executive Officer and Chief Finance Officer to join the management team of its enlarged United Kingdom operations.

Wienerberger has given assurances to Baggeridge's board of directors that, upon the Scheme becoming effective, the existing employment rights of all the employees of Baggeridge, including pension rights, will be fully safeguarded.

The non-executive directors of Baggeridge, being Alexander Ward and Ian Fleming, will resign upon the Scheme becoming effective and thereafter will have no further involvement in the business.

Wienerberger has no plans immediately to change the location of Baggeridge's operational places of business.

11 Effect of the Proposal on the Baggeridge Employee Share Scheme

Participants in the Baggeridge Employee Share Scheme will be contacted regarding the effect of the Proposal on their rights under that scheme and appropriate proposals will be made to participants in due course.

12 Financing of the Proposal

Wienerberger will finance the Proposal using a committed facility arranged by Erste Bank. The maximum cash consideration payable by Wienerberger under the terms of the Proposal will be £89.2 million. UBS, financial adviser to Wienerberger FS, is satisfied that sufficient resources are available to satisfy in full the consideration payable to Baggeridge Shareholders under the terms of the Proposal.

13 Inducement Fee and Break Fee

As an inducement to Wienerberger FS to make the Proposal, Baggeridge and Wienerberger FS have entered into an agreement under which Baggeridge has agreed to pay Wienerberger FS a fee amounting to £892,201 (being one per cent. of the value of the existing issued share capital of Baggeridge at the Price) if following the release of this announcement:

· the directors of Baggeridge withdraw or adversely modify their recommendation of the Proposal (other than by reason of failure by Wienerberger FS to comply with its obligations under the City Code), or without the consent of Wienerberger FS, withdraw the Scheme or take steps to defer the holding of the Court Meeting or the Extraordinary General Meeting (or adjourn such meetings); or

· Baggeridge fails to deliver the Court Order(s) sanctioning the scheme and the associated reduction of capital to the Registrar of Companies within one Business Day of such Court Order; or

· any person (other than Wienerberger FS or any person acting in concert with it) publicly announces an intention to make a competing offer or transaction (whether or not subject to pre-conditions) for Baggeridge and the transaction referred to in any other such announcement subsequently becomes or is declared unconditional in all respects or is completed and the Proposal is withdrawn or lapses.

Wienerberger FS has agreed to pay a fee amounting to £892,201 (being one per cent. of the value of the issued share capital of Baggeridge immediately prior to announcement at the Price) if the Scheme or any matter arising from the Scheme is referred to the Competition Commission and it rules that either: (i) the Scheme may not proceed; or (ii) the Scheme may proceed subject to amendments, assurances, conditions or undertakings that are not satisfactory to Wienerberger FS and Wienerberger FS elects not to proceed with the Scheme subject to such amendments, assurances, conditions or undertakings. This break fee will not become payable if such ruling arises from the failure of Baggeridge to use its reasonable endeavours to assist in the satisfaction of the Pre-Condition or to co-operate with and provide all necessary information and assistance reasonably required by the OFT and/or the Competition Commission.

14 Implementation Agreement

Baggeridge, Wienerberger FS and Wienerberger have entered into an implementation agreement which provides, inter alia, for the implementation of the Proposal, co-operation with regard to the process of satisfying the Pre-Condition and contains assurances and confirmations between the parties, including provisions to implement the Scheme on a timely basis and dealing with the conduct of certain aspects of Baggeridge's business.

The implementation agreement shall terminate in certain circumstances, including if the Scheme Document is not posted by the date falling 28 calendar days after the satisfaction of the Pre-Condition.

15 Structure of the Scheme

The Scheme is to be effected by means of a scheme of arrangement between Baggeridge and its shareholders under section 425 of the Companies Act. The procedure involves an application by Baggeridge to the Court to sanction the Scheme and to confirm the cancellation of all the Baggeridge Shares, in consideration for which Baggeridge Shareholders on the register at the Scheme Record Time will receive cash (or Loan Notes) on the basis described in paragraph 2 above. The cancellation and the subsequent issue of new shares in Baggeridge to Wienerberger FS provided for in the Scheme will result in Baggeridge becoming a wholly owned subsidiary of Wienerberger FS.

To become effective, the Scheme requires, amongst other things, the approval by a majority in number of the Baggeridge Shareholders representing at least three-fourths in value of the Baggeridge Shares voted, either in person or by proxy, at the Court Meeting, together with the sanction of the Court and the passing of a special resolution necessary to implement the Scheme at the Extraordinary General Meeting. Upon the Scheme becoming effective, it will be binding on all Baggeridge Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Extraordinary General Meeting. The Scheme is expected to be effective within approximately 43 calendar days from the date that the Scheme Document is posted.

The conditions to the Scheme are set out in full in Appendix 1 to this announcement. The Scheme is conditional, inter alia, upon:

· the Scheme becoming effective by not later than 4 months from the date that the Scheme Document is posted or such later date as Baggeridge and Wienerberger FS may agree and the Court may approve, failing which the Scheme will lapse;

· the approval by a majority in number of the Baggeridge Shareholders who vote, representing at least three-fourths in value of the Baggeridge Shares voted, either in person or by proxy, at the Court Meeting;

· the passing of the resolution(s) required to implement the Scheme;

· the sanction of the Scheme and subsequent confirmation of the Capital Reduction by the Court (in either case, with or without modification on terms agreed by Wienerberger FS and Baggeridge) and the delivery of office copies of the Court Order(s) to the Registrar of Companies and, in the case of the Capital Reduction, the registration of such Court Order; and

· the conditions which are not otherwise identified above being satisfied or waived.

It is intended that, prior to the Scheme becoming effective, and subject to applicable requirements of the London Stock Exchange (LSE: LSE.L - news) and the Financial Services Authority, Wienerberger FS will procure that Baggeridge will apply to the London Stock Exchange for the Baggeridge Shares to cease trading and to the Financial Services Authority to remove the Baggeridge Shares from the Official List in each case to take effect on the Effective Date.

Subject to the Scheme becoming effective, share certificates in respect of Baggeridge Shares will cease to be valid on the Effective Date and should be destroyed.

Further details of the Scheme will be contained in the Scheme Document.

Expected timetable of principal events:

Event			Time
Posting of Scheme Document			D
Court Meeting and Extraordinary General Meeting			D+23
Court hearing(s) to sanction the Scheme (if the Scheme is approved by Baggeridge Shareholders) and confirm the Capital Reduction (if the Scheme is approved by the Court)			D+42
Effective Date of the Scheme (if sanction and confirmation of the Court is received)			D+43
Latest date for consideration to be posted to Baggeridge Shareholders			D+57

A more detailed timetable will be included in the Scheme Document.

16 Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Baggeridge, all "dealings" in any "relevant securities" of Baggeridge (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective. 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 Baggeridge, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Baggeridge by Wienerberger FS or Baggeridge, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554.

17 General

The Scheme will be on the terms and subject to the Pre-Condition and the Conditions set out herein and in Appendix 1 and to be set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Extraordinary General Meeting and the expected timetable of the Scheme. The Scheme Document and the Forms of Proxy will be despatched to Baggeridge Shareholders in due course. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority.

This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities.

Save (Milan: SAVE.MI - news) as disclosed above, neither Wienerberger, Wienerberger FS nor, so far as Wienerberger is aware, any party acting in concert with Wienerberger or Wienerberger FS, owns or controls any Baggeridge Shares or securities convertible or exchangeable into Baggeridge Shares or any rights to subscribe for or purchase, or holds any options in respect of, or derivatives referenced to, any such shares ("Baggeridge Securities") nor does any such person have any arrangement in relation to Baggeridge Securities. For these purposes, "arrangement" includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Baggeridge Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, Wienerberger FS and Wienerberger have not made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purposes of the Scheme. Enquiries of such parties will be made as soon as practicable following the date of this announcement and any material disclosure in respect of such parties will be included in the Scheme Document.

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement.

Baggeridge confirms that its current issued share capital comprises 41,305,616 ordinary shares of 25 pence each. The International Securities Identification Number for Baggeridge Shares is GB 0000703602.

Enquiries:

Wienerberger AG
Thomas Melzer	+43 1 60192 463
Anton Ulmer	+43 1 60192 742
UBS Investment Bank
Benjamin Lee	+44 20 756 78000
Thomas Onions	+44 20 756 78000
Ballard Associates
Louise Ballard	+44 20 7062 1111
Baggeridge Brick PLC
Alan Baxter	+44 1902 880 555
Martyn Haines	+44 1902 880 555
Arbuthnot Securities Limited
James Steel	+44 20 7012 2000
Graham Swindells	+44 20 7012 2000
Bankside Consultants
Charles Ponsonby	+44 20 7367 8888
	+44 7789 202312

This announcement does not constitute an offer to sell, or an invitation to purchase or subscribe for any securities. Any response in relation to the Proposal should be made only on the basis of the information contained in the Scheme Document or any document by which the Proposal is made. Baggeridge and Wienerberger FS urge Baggeridge Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Proposal.

UBS is acting for Wienerberger FS and Wienerberger and no-one else in connection with the Proposal and will not be responsible to anyone other than Wienerberger FS and Wienerberger for providing the protections afforded to clients of UBS or for providing advice in relation to the Proposal or any matter referred to in this announcement.

Arbuthnot is acting for Baggeridge and no one else in connection with the Proposal and will not be responsible to anyone other than Baggeridge for providing the protections afforded to clients of Arbuthnot or for providing advice in relation to the Proposal or any matter referred to in this announcement.

The availability of the Proposal to Baggeridge Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

If the Proposal is carried out by way of offer, the offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send this announcement in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction.

The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, nor will they be, listed on any stock exchange and have not been, nor will they be, registered under the Securities Act or under any relevant laws of any state or other jurisdiction of the United States, nor has a prospectus been lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in compliance with the applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into a Loan Note Restricted Jurisdiction in which an offer of the Loan Notes would constitute a violation of the relevant laws of, or require registration of the Loan Notes in, such jurisdiction or to, or for the account or benefit of, a person located in a Loan Note Restricted Jurisdiction.

Forward Looking Statements

This announcement includes certain "forward-looking statements". These statements are based on the current expectations of the management of Wienerberger FS, Wienerberger and Baggeridge and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects on Baggeridge of the Proposal, the expected timing and scope of the Proposal, anticipated earnings enhancements, estimated cost savings and other synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates"and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Proposal, and Wienerberger FS's ability to successfully integrate the operations and employees of Baggeridge, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Wienerberger FS nor Baggeridge undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

APPENDIX 1
PRE-CONDITION, CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

Part A - Pre-Condition

The Proposal, and the posting of the Scheme Document, will only take place if the following Pre-Condition is satisfied or waived:

· it being established, on terms satisfactory to Wienerberger FS and without any amendments, assurances, conditions or undertakings being required that are not satisfactory to Wienerberger FS, that neither the Proposal nor any matter arising from the Proposal will be referred to the Competition Commission ("Non-Referral Decision") and the period within which an application for review of such Non-Referral Decision may be made to the Competition Appeal Tribunal having expired without such an application having been made or, where any application has been made, such application having been dismissed by the Competition Appeal Tribunal and it being established, on terms satisfactory to Wienerberger FS, that no further appeal will be made against the decision of the Competition Appeal Tribunal (or, if any such appeal is made, that appeal and any further referral appeals being dismissed); or

· if the Proposal or any matter arising from the Proposal is referred to the Competition Commission, it being established, on terms satisfactory to Wienerberger FS, that the Proposal may proceed without requiring any amendments, assurances, conditions or undertakings that are not satisfactory to Wienerberger FS and, to the extent that any amendments, assurances, conditions or undertakings that are satisfactory to Wienerberger FS are required to be made, given or implemented prior to completion of the Proposal that they have been so made, given or implemented.

Wienerberger FS may waive this Pre-Condition in whole or in part, subject to obtaining Baggeridge's prior written consent to do so in certain circumstances. The Proposal will not proceed if the Pre-Condition has not been satisfied by the close of business on the date falling ten months after the date of this announcement), or such later date as Wienerberger FS and Baggeridge may agree.

Part B - Conditions

1 The Proposal will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the City Code, by not later than 4 months from the date that the Scheme Document is posted or such longer period (if any) as Wienerberger FS and Baggeridge may agree and (if required) the Court may allow. The Proposal will comply with the City Code and will be governed by English law and be subject to the jurisdiction of the English courts.

The Scheme is conditional upon:

(i) the approval of the Scheme by a majority in number representing three fourths or more in value of the Baggeridge Shareholders present and voting, either in person or by proxy, at the Court Meeting, or at any adjournment thereof;

(ii) the resolutions in connection with or required to approve matters to give effect to and implement the Scheme, as set out in the notice of the Extraordinary General Meeting, being duly passed by the requisite majority at the Extraordinary General Meeting, or at any adjournment thereof; and

(iii) the sanction (with or without modification, on terms agreed by Wienerberger FS and Baggeridge) of the Scheme and confirmation of the Capital Reduction by the Court and office copies of the Court Order(s) and the minute of such reduction attached thereto being delivered for registration to the Registrar of Companies and, in relation to the Capital Reduction, being registered by the Registrar of Companies.

2 Baggeridge and Wienerberger FS have agreed that, subject as stated in Part C below, application to the Court to sanction the Scheme and to confirm the Capital Reduction will not be made unless conditions 1(i) and (ii) above have been fulfilled and unless immediately prior to the hearing of the petition to sanction the Scheme the following conditions (as amended if appropriate) are satisfied or waived as referred to below.

2.1 in the event that the Pre-Condition set out in Part A above has been waived in whole or in part, a Non-Referral Decision having been issued on terms satisfactory to Wienerberger FS and without any amendments, assurances, conditions or undertakings being required that are not satisfactory to Wienerberger FS, and the period within which an application for review of such Non-Referral Decision may be made to the Competition Appeal Tribunal having expired without such an application having been made or, where any application has been made, such application having been dismissed by the Competition Appeal Tribunal and it being established, on terms satisfactory to Wienerberger FS, that no further appeal will be made against the decision of the Competition Appeal Tribunal (or, if any such appeal is made, that appeal and any further referral appeals being dismissed)

2.2 no Third Party having given notice of a decision to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision or order which would:

2.2.1 make the Proposal, its implementation or the acquisition or proposed acquisition by Wienerberger FS or any member of the Wider Wienerberger Group of any shares or other securities in, or control or management of, Baggeridge void, unenforceable or illegal, or restrict, prohibit or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to the Proposal, or otherwise materially challenge or require material amendment of, the Proposal or the acquisition or proposed acquisition of any Baggeridge Shares or the acquisition of control of Baggeridge or any member of the Wider Baggeridge Group by Wienerberger FS;

2.2.2 result in a material delay in the ability of Wienerberger FS, or render Wienerberger FS unable, to acquire all or any rights or ownership in respect of shares or other securities in Baggeridge, or require a divestiture by Wienerberger FS or any member of the Wider Wienerberger Group of any rights or ownership in respect of shares or other securities in Baggeridge;

2.2.3 require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by Wienerberger FS or any member of the Wider Wienerberger Group or by any member of the Wider Baggeridge Group of all or any material part of their respective businesses, assets or properties, or impose any limitation on their ability to conduct their respective businesses (or any of them) or to own their respective assets or properties or any part of them, to an extent in any such case which is material in the context of the Proposal or the Wider Baggeridge Group taken as a whole;

2.2.4 impose any material limitation on, or result in a material delay in, the ability of Wienerberger FS or any member of the Wider Wienerberger Group to acquire or to hold or to exercise effectively, directly or indirectly, all rights of ownership of shares, loans or other securities (or the equivalent) in Baggeridge or the ability of any member of the Wider Baggeridge Group or Wienerberger FS to hold or exercise effectively any rights of ownership of shares, loans or other securities in any respect which is material in the context of the Proposal or the Wider Baggeridge Group taken as a whole to exercise management control over any member of the Wider Baggeridge Group;

2.2.5 save pursuant to the Proposal, require any member of the Wider Wienerberger Group or of the Wider Baggeridge Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Baggeridge Group owned by any third party where such acquisition would be material in the context of the Proposal;

2.2.6 result in any member of the Wider Baggeridge Group ceasing to be able to carry on business under any name which it presently does so, the consequences of which would be material in the context of the Wider Baggeridge Group taken as a whole;

2.2.7 impose any limitation that is material in the context of the business of the Wider Baggeridge Group taken as a whole on the ability of any member of the Wider Wienerberger Group or the Wider Baggeridge Group to integrate or co-ordinate the business of any member of the Wider Baggeridge Group, or any part of it, with that of any member(s) of the Wider Wienerberger Group and/or any other member of the Wider Baggeridge Group;

2.2.8 otherwise adversely affect the business, assets, liabilities, or profits or prospects of any member of the Wider Wienerberger Group or of the Wider Baggeridge Group, to an extent in any such case which is material in the context of the Proposal or the Wider Baggeridge Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise so intervene having expired, lapsed or been terminated;

2.3 all necessary material notifications and filings having been made in connection with the Proposal and all statutory and regulatory obligations in connection with the Proposal in any relevant jurisdiction having been complied with and all Authorisations deemed reasonably necessary or appropriate by Wienerberger FS in any relevant jurisdiction for, or in respect of, the Proposal and, except pursuant to Schedule 2 to the Interim Regulations, the acquisition or the proposed acquisition of the Baggeridge Shares by Wienerberger FS or any member of the Wider Wienerberger Group having been obtained in terms reasonably satisfactory to Wienerberger FS from all appropriate Third Parties, all or any applicable waiting and other time periods having expired, lapsed or been terminated (as appropriate) and all such Authorisations (together with all material Authorisations deemed reasonably necessary or appropriate to carry on the business of any member of the Wider Baggeridge Group) remaining in full force and effect at the time at which the Proposal becomes otherwise unconditional and there being no notice of any intention to revoke, suspend, restrict, amend or not to renew any such Authorisations;

2.4 save as disclosed in writing to Wienerberger FS or its advisers by or on behalf of Baggeridge prior to the date of this announcement or save as publicly announced through a Regulatory Information Service by any member of the Wider Baggeridge Group prior to the date of this announcement, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Wider Baggeridge Group is a party or by or to which any such member or any of its assets is or may be bound or be subject, which as a consequence of the Proposal or the acquisition or the proposed acquisition by Wienerberger FS or any member of the Wider Wienerberger Group of any shares or other securities (or the equivalent) in Baggeridge or because of a change in the control or management of any member of the Wider Baggeridge Group or otherwise, would result in:

2.4.1 any monies borrowed by, or any other indebtedness, actual or contingent, of, any member of the Wider Baggeridge Group being or becoming repayable, or being capable of being declared repayable immediately or prior to their or its stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

2.4.2 the creation or enforcement of any mortgage, charge or other security interest, over the whole or any part of the business, property or assets of any member of the Wider Baggeridge Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

2.4.3 any such arrangement, agreement, lease, licence, permit or other instrument being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

2.4.4 (other than in the ordinary course of business) any assets or interests of any member of the Wider Baggeridge Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

2.4.5 any such member of the Wider Baggeridge Group ceasing to be able to carry on business under any name under which it presently does so;

2.4.6 the value of, or financial or trading position, profits or prospects of Baggeridge or any member of the Wider Baggeridge Group being prejudiced or adversely affected; or

2.4.7 the creation of any liability (actual or contingent) by any member of the Wider Baggeridge Group,

2.4.8 in each case, to an extent which is material in the context of the Wider Baggeridge Group taken as a whole;

2.5 save as disclosed in the Annual Report or publicly announced through a Regulatory Information Service prior to the date of this announcement or disclosed in writing to Wienerberger FS or its advisers by or on behalf of Baggeridge prior to the date of this announcement, no member of the Wider Baggeridge Group having since 30 September 2005:

2.5.1 issued or agreed to issue or authorised or announced its intention to authorise the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between members of the Baggeridge Group and save for the issue of Baggeridge Shares to employees on the exercise or vesting of options or awards granted under, or the grant of options or awards under, the Baggeridge Employee Share Scheme);

2.5.2 recommended, declared, paid or made any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made to another wholly owned member of the Baggeridge Group;

2.5.3 implemented, effected, authorised, proposed or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (save as between wholly owned members of the Baggeridge Group) that are material in the context of the Baggeridge Group taken as a whole or any change in its share or loan capital (save for the issue of Baggeridge Shares to employees on the exercise or vesting of options or awards granted before the date of this announcement under the Baggeridge Employee Share Scheme);

2.5.4 (save as between wholly owned members of the Baggeridge Group and other than in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset that is material in the context of the Proposal or the Baggeridge Group taken as a whole or authorised the same or announced any intention to do so;

2.5.5 issued, authorised or announced an intention to authorise the issue of any debentures or (save for intra-Baggeridge Group transactions or transactions under existing credit arrangements or in the ordinary course of business) incurred any indebtedness or contingent liability which is material in the context of the Proposal or the Baggeridge Group as a whole;

2.5.6 entered into or varied or terminated or authorised or announced its intention to enter into or vary or terminate any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which involves or is reasonably likely to involve an obligation of such a nature or magnitude which is or is likely to be materially restrictive on the business of any member of the Wider Baggeridge Group, which is, in any such case, material in the context of the Proposal or the Wider Baggeridge Group taken as a whole;

2.5.7 entered into or varied to any extent or authorised, proposed or announced its intention to enter into or vary to a material extent the terms of, or make any offer (which remains open for acceptance) to enter into or vary the terms of, any service agreement with any director or, save for salary increases, bonuses or variations of terms in the ordinary course, senior executive of Baggeridge;

2.5.8 purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced its share capital;

2.5.9 waived, compromised or settled any claim which is material in the context of the Proposal or the Wider Baggeridge Group as a whole;

2.5.10 made any alteration to its memorandum or articles of association;

2.5.11 made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees involving the appointment of a trust corporation, to an extent in any such case which is material in the context of the Proposal;

2.5.12 been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of any business;

2.5.13 (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any action or proceedings or other steps instituted against it for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction; or

2.5.14 entered into any agreement, arrangement or commitment or passed any resolution or made any proposal or announcement with respect to, or to effect, any of the transactions, matters or events referred to in this Condition 2.5;

2.6 since 30 September 2005, save as disclosed in the Annual Report or save as disclosed in writing to Wienerberger FS or its advisers by or on behalf of Baggeridge or except as publicly announced by Baggeridge (by the delivery of an announcement to a Regulatory Information Service), in each case prior to the date of this announcement, there having been:

2.6.1 no adverse change in the business, assets, financial or trading position or profits or prospects of, and no liability, contingent or otherwise, of, any member of the Wider Baggeridge Group which is material in the context of the Proposal or the Wider Baggeridge Group taken as a whole; or

2.6.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider Baggeridge Group and no enquiry or investigation by or complaint or reference to any Third Party against or in respect of any member of the Wider Baggeridge Group having been threatened, announced or instituted or remaining outstanding, against or in respect of any member of the Wider Baggeridge Group and which in any such case might reasonably be expected to have a material adverse effect on the Proposal or the Wider Baggeridge Group taken as a whole;

2.7 save as publicly announced by the delivery of an announcement to a Regulatory Information Service prior to the date of this announcement or as otherwise disclosed in the Annual Report or in writing to Wienerberger FS or its advisers by or on behalf of Baggeridge prior to the date of this announcement, Wienerberger FS not having discovered that the financial, business or other information concerning the Wider Baggeridge Group publicly announced or disclosed at any time by or on behalf of any member of the Wider Baggeridge Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading in any respect and which is, in any case, material in the context of the Wider Baggeridge Group; and

2.8 save as publicly announced by the delivery of an announcement by Baggeridge to a Regulatory Information Service at any time on or after 30 September 2005 but prior to the date of this announcement or as otherwise disclosed in the Annual Report or in writing to Wienerberger FS or its advisers by or on behalf of Baggeridge prior to the date of this announcement, in relation to any release, emission, discharge, disposal or other fact or circumstance which causes or might reasonably be expected to cause pollution of the environment or harm to human health, no past or present member of the Wider Baggeridge Group having, in any manner or to an extent which is material in the context of the Wider Baggeridge Group (i) committed any violation of any laws, statutes, ordinances or regulations of any jurisdiction and/or (ii) incurred any liability (whether actual or contingent) with respect thereto.

Part C - Waiver of Conditions and further terms of the Proposal

Subject to the requirements of the Panel, Wienerberger FS reserves the right to waive, in whole or in part, all or any of the above Conditions 2.1 to 2.8.

If Wienerberger FS is required by the Panel to make an offer for Baggeridge Shares under the provisions of Rule 9 of the City Code, Wienerberger FS may make such alterations to any of the above Conditions including Condition 1 above, as are necessary to comply with the provisions of that Rule.

Wienerberger FS shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2.1 to 2.8 (inclusive) by a date earlier than the latest date specified above for the fulfilment of that Condition.

Wienerberger FS reserves the right to elect to implement the Proposal by way of a takeover offer. In such event, such offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such less percentage (being more than 50 per cent.) as Wienerberger FS may decide) of the shares to which such offer relates), so far as applicable, as those which would apply to the Scheme.

The Proposal will lapse and the Scheme will not proceed if the Scheme is referred to the Competition Commission before the date of the Court Meeting.

The Proposal will be on the terms and will be subject, inter alia, to the conditions which are set out in Part A of this Appendix I and those terms which will be set out in the formal Scheme Document and related Forms of Proxy and such further terms as may be required to comply with the Listing Rules of the Financial Services Authority and the provisions of the City Code.

The availability of the Proposal to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

APPENDIX 2
BASES AND SOURCES OF INFORMATION

(i) The value placed by the Proposal on the existing issued share capital of Baggeridge (approximately £89.2 million) is based on 41,305,616 Baggeridge Shares in issue on 16 August 2006, the last dealing day prior to the date of this announcement.

(ii) The Closing Prices of the Baggeridge Shares referred to in this document are derived from the Daily Official List.

(iii) Unless otherwise stated, the financial information relating to the Baggeridge Group is extracted from the audited consolidated financial statements of the Baggeridge Group for the relevant period.

(iv) Unless otherwise stated, the financial information relating to the Wienerberger Group is extracted from the audited consolidated financial statements of the Wienerberger Group for the relevant period.

(v) The price represents a premium of 44 per cent. to the net asset value of Baggeridge of £61.8 million as at 30 September 2005 and values the existing issued share capital of Baggeridge at approximately £89.2 million.

APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS

The following holders of Baggeridge Shares have given irrevocable undertakings to accept the Proposal:

Name	Number of Baggeridge Shares	% of issued share capital
Directors
Alan Baxter	278,789	0.7
Martyn Haines	69,339	0.1
Alexander Ward	10,800	0.0
Ian Fleming	3,500	0.0
Subtotal	362,428	0.9
The Ward Family Trusts
The Hon P A Ward - Children Trust A Fund	2,072,700	5.0
The Hon P A Ward - Children Trust B Fund	1,327,380	3.2
The Hon P A Ward - Accumulator Settlement	3,090,000	7.5
The Hon P A Ward - Cornwall Settled Estate	1,500,000	3.6
The Hon P A Ward - Charitable Trust	397,660	1.0
The Hon P A Ward - Marriage Settlement	1,569,100	3.8
Subtotal	10,597,560	25.7
Peter Ward	640,720	1.6
Subtotal	640,720	1.6
TOTAL (Other OTC: TTFNF.PK - news)	10,959,988	26.6

APPENDIX 4
DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"Annual Report"		the annual report and accounts of Baggeridge for the year ended 30 September 2005
"Arbuthnot"		Arbuthnot Securities Limited
"Articles"		the articles of association of the Company
"Australia"		the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction or any subdivision thereof
"Authorisations"		material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals
	"Baggeridge"	Baggeridge Brick PLC
	"Baggeridge Employee Share Scheme"	The Baggeridge Brick 1995 Executive Share Option Scheme
	"Baggeridge Group"	Baggeridge and its subsidiaries and subsidiary undertakings
	"Baggeridge Shareholders"	holders of Baggeridge Shares
	"Baggeridge Shares"	(i) the existing issued Ordinary Shares at the date of the Scheme Document (ii) any Ordinary Shares issued after the date of the Scheme Document and before the Voting Record Time (iii) any Ordinary Shares issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme
"Board"		the board of directors of Baggeridge
"Business Day"		a day on which the London Stock Exchange is open for normal business
"Capital Reduction"		the reduction of Baggeridge's share capital provided for by the Scheme
"City Code" or "Code"		the City Code on Takeovers and Mergers
"Closing Price"		the closing middle-market quotation of a Baggeridge Share on a particular day as derived from the Daily Official List
"Competition Commission"		the Competition Commission
"Conditions"		the conditions to the Proposal set out in Part B of Appendix 1 to this announcement
"Court"		the High Court of Justice in England and Wales
"Court Meeting"		the meeting of Baggeridge Shareholders (and any adjournment thereof) to be convened pursuant to an order of the Court under Section 425 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment)
"Court Order(s)"		The order of the Court sanctioning the Scheme under Section 425 of the Companies Act and the order of the Court confirming the Capital Reduction under Section 137 of the Companies Act, respectively, or where the context requires, either of them
"Daily Official List"		the daily official list of the London Stock Exchange
"EBIT"		means earnings before interest and taxes
"EBITDA"		means earnings before interest, taxes, depreciation and amortisation
"Effective Date"		the date on which the Court Order confirming the Capital Reduction under Section 137 of the Companies Act is registered by the Registrar of Companies
	"Enterprise Act"	Enterprise Act 2002
"Erste Bank"		Erste Bank der österreichischen Sparkassen AG
"Extraordinary General Meeting"		the extraordinary general meeting of Baggeridge Shareholders (and any adjournment thereof) to be convened in connection with the Proposal
"First Payment Date"		the first 30 June or 31 December date which falls more than six months after the date of issue of the Loan Notes
"Forms of Proxy"		the forms of proxy for use at the Court Meeting and the Extraordinary General Meeting
"FSA" or "Financial Services Authority"		the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000
"IFRS"		International Financial Reporting Standards
"Interim Regulations"		The Takeovers Directive (Interim Implementation) Regulations 2006
"Japan"		Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any subdivision thereof
"LIBOR"		London Interbank Offered Rate
"Loan Note Alternative"		the alternative by which Baggeridge Shareholders (other than Baggeridge Shareholders in any Loan Note Restricted Jurisdiction) who validly accept the Proposal may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the Proposal
"Loan Notes"		the unsecured loan notes to be issued by Wienerberger FS pursuant to the Loan Note Alternative
"Loan Note Restricted Jurisdiction"		any of the United States, Australia or Japan or any jurisdiction where extension or acceptance of the Loan Note Alternative would violate the law of that jurisdiction
"London Stock Exchange"		London Stock Exchange plc
"Meetings"		the Court Meeting and the Extraordinary General Meeting
"Non-Referral Decision"		has the meaning given to it in Part A of Appendix 1
"Noteholder"		a holder of Loan Notes
"Official List"		the Official List maintained by the Financial Services Authority
"OFT"		the UK Office of Fair Trading
"Ordinary Shares"		ordinary shares of 25 pence each in the capital of Baggeridge
"Panel"		the Panel on Takeovers and Mergers
"Peter Ward"		The Hon Peter A. Ward
"Pounds Sterling" or "£"		UK pounds sterling (and references to "pence" shall be construed accordingly)
	"Pre-Condition"	the Pre-Condition set out in Part A of Appendix 1 to this announcement which must be satisfied or waived before the Scheme Document is posted
"Price"		216 pence per Baggeridge Share
	"Proposal"	the proposed acquisition by Wienerberger FS of Baggeridge by means of the Scheme or, should Wienerberger FS so elect, by means of an offer
	"Record Time"	the time at which an office copy of the order of the Court sanctioning the Scheme is delivered to the Registrar of Companies
	"Registrar of Companies"	the Registrar of Companies in England and Wales
	"Regulatory Information Service"	any of the services set out in Appendix 3 to the Listing Rules of the FSA from time to time
	"Restricted Jurisdiction"	any jurisdiction where extension or acceptance of the Proposal would violate the law of that jurisdiction
	"Scheme" or "Scheme of Arrangement"	the scheme of arrangement proposed to be made under Section 425 of the Act (Taiwan OTC: 3492.TWO - news) between Baggeridge and the Baggeridge Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Baggeridge and Wienerberger FS
	"Scheme Document"	the document to be sent to Baggeridge Shareholders containing and setting out the Scheme and the notice convening the Court Meeting and the Extraordinary General Meeting
	"Scheme Record Time"	6:00 p.m. on the business day immediately prior to the Effective Date
	"Securities Act"	the US Securities Act of 1933, as amended
	"Special Resolution"	the special resolution to be proposed at the Extraordinary General Meeting in connection with, inter alia, the sanction of the Scheme and the confirmation of the Capital Reduction
	"subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking"	have the meanings given by the Companies Act (but for these purposes ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act)
	"substantial interest"	a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking
	"Third Party"	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, trade agency, court, professional association, or any other body or person in any jurisdiction
	"UBS" or "UBS Investment Bank"	UBS Limited
	"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
	"United States" or "US"	the United States of America, its possessions and territories, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States and the District of Columbia
	"Voting Record Time"	6:00 p.m. on the day which is two days before the date of the Court Meeting or, if such Court Meeting is adjourned, 6:00 p.m. on the day which is two days before the date of such adjourned meeting
"Ward Family Trusts"		The Hon P. A. Ward - Children Trust A Fund; The Hon P. A. Ward - Children Trust B Fund; The Hon P. A. Ward - Accumulator Settlement; The Hon P. A. Ward - Cornwall Settled Estate; The Hon P. A. Ward - Charitable Trust; and The Hon P. A. Ward - Marriage Settlement
	"Wider Baggeridge Group"	Baggeridge and its subsidiary undertakings, associated undertakings and any other undertakings in which Baggeridge and/or such undertakings (aggregating their interests) have a substantial interest
	"Wider Wienerberger Group"	Wienerberger and its subsidiary undertakings, associated undertakings and any other undertakings in which Wienerberger and/or such undertakings (aggregating their interests) have a substantial interest
	"Wienerberger"	Wienerberger AG
"Wienerberger FS"		Wienerberger Finance Service B.V., a wholly-owned subsidiary of Wienerberger
	"Wienerberger Group"	Wienerberger and its subsidiaries and subsidiary undertakings