RNS Number:2934T
RMC Group PLC
15 December 2003

15 December 2003



FOR IMMEDIATE RELEASE



RMC Group p.l.c. - disposal of shares in Adelaide Brighton





RMC Group p.l.c. ("RMC") announces that it has today sold 107.8m shares in
Adelaide Brighton Limited ("ABL"), representing 19.9% of the issued share
capital of ABL, to Boral Ltd ("Boral") for a cash consideration of A$1.55 per
ABL share, a premium of 36% over the closing share price of ABL on 15 December,
2003 of A$1.14.  RMC will receive total cash proceeds of approximately A$167m
(#71m).  RMC intends to use the proceeds to pay down debt.  Following this
disposal, RMC now holds approximately 189.3m shares in ABL, representing 34.9%
of the issued share capital of ABL.  RMC intends to sell the remainder of its
stake in ABL.



Boral has also announced its intention to make a takeover offer for all the
outstanding shares in ABL for a cash consideration of A$1.55 per ABL share,
subject to the terms and conditions outlined in its announcement to the
Australian Stock Exchange.



For financial reporting purposes, RMC will deconsolidate ABL from RMC's
financial statements.  RMC currently provides to ABL a credit facility, the
outstanding balance of which as of 30 June, 2003 was A$250.9m (#102.0m).  The
facility will be refinanced by ABL in due course.  The estimated pre-tax profit
on disposal of the 107.8m shares (pre-goodwill) will be #38.5m.  However, after
allowing for attributable goodwill of #47.4m, this disposal will result in a
loss of #8.9m for the year ending 31 December, 2003.



Commenting, Sir John Parker, RMC Group Chairman, said:



"This disposal of our shares is consistent with the Group's strategy of focusing
on our core markets of Great Britain, Continental Europe and the USA.  This is
another important step in the reshaping of the RMC Group and also further
underpins the strength of the Group's balance sheet.  This disposal provides RMC
shareholders with an attractive premium for part of their interest in ABL. We
will look to maximise the value of our remaining stake."





Adelaide Brighton produces cement and lime in South Australia, Western Australia
and the Northern Territories, together with cement operations in Victoria, New
South Wales and a joint venture with Boral in Queensland.  Adelaide Brighton
also has downstream concrete operations and concrete masonry operations.  It
currently employs approximately 1,400 people.  At 30 June, 2003, ABL had net
assets of A$552m (#234m).  For the year ended 31 December, 2002, ABL's profit
before tax was A$66.9m (#28.4m).



UBS acted as financial adviser to RMC on this transaction.





Ends



Enquiries



RMC Investor Relations    Gary Rawlinson     01932 583067

RMC Media Relations       Tim Stokes         01932 583215




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