Recommended Acquisition of RMC Group p.l.c. by CEMEX UK Limited, a Sub

    Business Editors

    MONTERREY, Mexico--(BUSINESS WIRE)--March 1, 2005--On 28 February 2005, RMC and CEMEX announced that all the conditions of the Scheme had been satisfied or waived other than relating to the delivery and registration of the Court Order by the Registrar of Companies.
    RMC and CEMEX are now pleased to confirm that the Scheme has become effective and that, further to the announcement of RMC and CEMEX on 28 February 2005, the listing of the RMC Shares on the Official List has now been cancelled. Accordingly, the consideration will be despatched by 8 March 2005.
    With effect from midnight on 28 February 2005, David Munro (Group Chief Executive), Adrian Auer (Finance Director) and Gerard Letourneau have resigned as Executive Directors of RMC and Sir John Parker (Chairman), Alastair Robinson (Senior Independent Non Executive Director), Bill Alexander, Philip Hampton, Helmut Mamsch, Jamie Pike and Sir Keith Stuart have resigned as Non-Executive Directors. Lorenzo Zambrano (Chairman), Fernando Gonzalez (Vice Chairman), Hector Medina, Victor Romo and Ramiro Villareal have been appointed Directors of RMC. Also with effect from midnight on 28 February 2005, Susan Henderson has resigned as Company Secretary and Marco Moreno has been appointed Company Secretary.
    Terms used in this announcement shall have the same meanings as set out in the Scheme document dated 25 October 2004.

Enquiries:

RMC Gary Rawlinson (Investor Relations) Tel: +44 (0) 1932 568 833 Tim Stokes (Media Relations)

JPMCazenove JPMorgan (Financial Adviser and Corporate (Financial Adviser to RMC) Broker to RMC) Tel: +44 (0) 20 7742 4000 Tel: +44 (0) 20 7588 2828 Robert McGuire Nick Wiles Henry Lloyd Piers Coombs Eamon Brabazon Roger Clarke

Hoare Govett (Corporate Broker to RMC) Tel: +44 (0) 20 7601 0101 Peter Meinertzhagen Chris Zeal

Citigate Dewe Rogerson (PR Adviser to RMC) Tel: +44 (0) 20 7638 9571 Jonathan Clare Michael Berkeley

CEMEX Javier Trevino (Media Relations) Tel: +44 (0) 20 7379 5151 Maher Al-Haffar (Investor Relations) Tel: +1 212 317 6006

Citigroup Goldman Sachs International (Financial Adviser and Corporate (Financial Adviser and Corporate Broker to CEMEX and CEMEX UK) Broker to CEMEX and CEMEX UK) Tel: +44 (0) 20 7986 4000 Tel: +44 (0) 20 7774 1000 Philip Robert-Tissot Simon Dingemans Cyrus Shabi Basil Geoghegan Jan Skarbek

The Maitland Consultancy (PR Adviser to CEMEX and CEMEX UK) Tel: +44 (0) 20 7379 5151 Angus Maitland Philip Gawith
    The directors of RMC accept responsibility for the information contained in this announcement and confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
    The directors of CEMEX UK and the directors of CEMEX accept responsibility for the information contained in this announcement and confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
    JPMCazenove, which is regulated by the Financial Services Authority, is acting as financial adviser and corporate broker to RMC in connection with the Acquisition and no one else and will not be responsible to anyone other than RMC for providing the protections afforded to customers of JPMCazenove or for providing advice in relation to the Acquisition, or the contents of this announcement.
    JPMorgan, which is regulated by the Financial Services Authority, is acting as financial adviser to RMC in connection with the Acquisition and no one else and will not be responsible to anyone other than RMC for providing the protections afforded to customers of JPMorgan or for providing advice in relation to the Acquisition, or the contents of this announcement.
    Hoare Govett, which is regulated by the Financial Services Authority, is acting as corporate broker to RMC in connection with the Acquisition and no one else and will not be responsible to anyone other than RMC for providing the protections afforded to customers of Hoare Govett or for providing advice in relation to the Acquisition, or the contents of this announcement.
    Citigroup and Goldman Sachs International, which are regulated by the Financial Services Authority, are acting as financial advisers and corporate brokers to CEMEX and CEMEX UK in connection with the Acquisition and no one else and will not be responsible to anyone other than CEMEX and CEMEX UK for providing the protections afforded to their respective customers or for providing advice in relation to the Acquisition, or the contents of this announcement.

--30--JC/ny*

CONTACT: CEMEX Javier Trevino (Media Relations), +44-(0)-20-7379 5151 or Maher Al-Haffar (Investor Relations), 212-317-6006

KEYWORD: MEXICO UNITED KINGDOM INTERNATIONAL EUROPE LATIN AMERICA INDUSTRY KEYWORD: ENVIRONMENT MINING/METALS MANUFACTURING REAL ESTATE BUILDING/CONSTRUCTION MERGERS/ACQ SOURCE: CEMEX, S.A. de C.V.

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