Recent newspaper reports of counter bid might have some merit. Lots of buys are a bit larger than usual uninformed punters.

M.

Further to the announcement on 24 May 2016 regarding a possible transaction with VGG, a leading privately-owned waste collection and recycling business in the Netherlands and Belgium (together with its subsidiaries, the "VGG Group") (the "Proposed Merger"), the board of directors (the "Board") of Shanks is pleased to announce that it has entered into exclusive discussions with the Supervisory Board of VGG and VGG's two largest shareholders.

The non-binding terms of the Proposed Merger (the "Terms") contemplate that Shanks would acquire the entire share capital of VGG, free from any liens, charges or encumbrances for consideration of approximately €440 million on a debt-free cash-free basis. The consideration would be satisfied through:
· a cash consideration from Shanks of approximately €236 million, to be financed through new debt facilities for the Combined Group and an equity issue currently envisaged to be approximately £90 million1; and
· a share consideration with a current value (based on Shanks' closing share price of 81 pence per share on the business day immediately prior to the suspension of its listing (the "Suspension")) of up to €204 million.

Under the Terms, VGG shareholders would in aggregate receive initial value of approximately €510 million, comprising:
· €306 million in cash (inclusive of the underlying net cash in the VGG business); and
· new Shanks shares currently representing a pro forma ownership of the Combined Group of approximately 29%1, based on an enlarged issued share capital following completion of the transaction and the equity issue.2 VGG shareholders would therefore be able to participate in the future development of the Combined Group, including the realisation of significant potential synergies.

The new Shanks shares which would be issued to VGG Shareholders as consideration for the Proposed Merger would be subject to appropriate lock-up undertakings.

The Proposed Merger is conditional upon, inter alia, the satisfactory completion of mutual financial, commercial and legal due diligence, the negotiation of a sale and purchase agreement, financing, anti-trust clearance, conclusion of relevant works councils advice proceedings, and the approval of Shanks and VGG shareholders.

Re-admission of shares and name change
Further to the announcement made today regarding the completion of the merger with van Gansewinkel Groep B.V. ("VGG"), the Board of Shanks confirms that Shanks' ordinary shares were re-admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities this morning, 28 February 2017, at 8.00 a.m.

Following the successful completion of the merger and re-admission of its ordinary shares, the Group will be re-launching the combined business under a new brand, which will include re-naming the Company from Shanks Group plc to Renewi plc. It is expected that the change of name will be reflected on the London Stock Exchange and the ordinary shares will trade under the new ticker "RWI" on 1 March 2017.

Renewi is a leading waste-to-product company ideally positioned to be part of the solution to some of the main environmental problems facing society today: reducing waste, avoiding pollution, and preventing the unnecessary use of finite natural resources.

The new name, Renewi, reflects the heritage of the legacy companies, their complementary businesses and expertise, and their combined position at the centre of the circular economy. The name also highlights that innovation to develop new products and high quality secondary raw materials is very much part of Renewi's future.

Following the extensive planning that has been underway prior to completion, a new senior management team has been put in place to help ensure the integration of the businesses progresses seamlessly and at pace. The new Executive Committee can be found on www.renewi.com/management.