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

    Business Editors

    MONTERREY, Mexico--(BUSINESS WIRE)--Feb. 15, 2005--RMC and CEMEX (NYSE:CX) are pleased to announce that the US anti-trust authorities have cleared the Acquisition under the applicable US anti-trust legislation. Accordingly, all of the Regulatory Approvals have now been received.
    The Court Hearing is scheduled to be held on 28 February 2005, and RMC and CEMEX therefore expect the Scheme to become effective on 1 March 2005. The Scheme Record Time will be 6:00 p.m. on 28 February 2005. CEMEX UK has agreed to despatch the consideration under the Scheme by 8 March 2005.
    Terms used in this announcement shall have the same meanings as set out in the Scheme document dated 25 October 2004.

Enquiries:

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

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

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 Tel: +1 212 317 6006 Relations)

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.
    Cazenove, 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 Cazenove 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.

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

KEYWORD: MEXICO INTERNATIONAL LATIN AMERICA INDUSTRY KEYWORD: BANKING MANUFACTURING REAL ESTATE BUILDING/CONSTRUCTION MERGERS/ACQ SOURCE: CEMEX

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