This announcement refers to today's announcement from The Takeover Panel London
(enclosed).
Carlsberg and Heineken (the “Consortium”) note the Takeover Panel's recent
announcement.
Carlsberg and Heineken said: "We welcome the introduction of a timetable. It
will focus all parties on the merits of our proposal and consequences of S&N
shareholders missing out on a value creating transaction. We urge S&N to open
talks with us as soon as possible so we can agree the terms of a formal
recommended offer, by the deadline of 12 noon on 21 January 2008."
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the Code. There can be no certainty that any
offer will be made even if the pre-conditions to our proposal (all of which are
waivable) are satisfied or waived.
Enquiries
Public relations advisers to the Consortium
Finsbury Group Tel: +44 20 7251 3801
James Leviton
Guy Lamming
Carlsberg:
Jens Peter Skaarup (Danish Media) Tel: +45 3327 1417
Mikael Bo Larsen (Investor Relations) Tel: +45 3327 1223
Financial adviser and Corporate Broker to the Consortium and to Carlsberg
Lehman Brothers Tel: +44 20 7102 1000
Adrian Fisk
Henry Phillips
Ed Matthews (Corporate Broking)
Financial adviser and Corporate Broker to the Consortium and to Heineken
Credit Suisse Tel: +44 20 7888 8888
Bertrand Facon
Stuart Upcraft
James Leigh Pemberton (Corporate Broking)
Lehman Brothers Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as financial
adviser and corporate broker to the Consortium and Carlsberg and no one else in
connection with the possible offer referred to in this announcement and will
not be responsible to anyone other than the Consortium and Carlsberg for
providing the protections afforded to clients of Lehman Brothers Europe Limited
nor for providing advice in relation to this announcement or any matter
referred to herein.
Credit Suisse, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Consortium and Heineken and no one
else in connection with the possible offer and will not be responsible to
anyone other than the Consortium and Heineken for providing the protections
afforded to clients of Credit Suisse nor for providing advice in relation to
this announcement or any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of S&N plc, all "dealings" in any "relevant
securities" of that company (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 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. 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 S&N plc, 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 Code, all "dealings" in "relevant
securities" of S&N plc by Carlsberg or Heineken or S&N, 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 Takeover 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 Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a “dealing” under Rule 8, you should consult the Panel.
This announcement is not intended to and does not constitute or form part of an
offer or the solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction.
Carlsberg is one of the leading brewing groups in the world, with a large
portfolio of beer and soft drinks brands. Its flagship brand - Carlsberg - is
one of the fastest-growing and best-known beer brands in the world. More than
30,000 people work for Carlsberg at 92 local production sites in 48 countries,
and its products are sold in more than 150 markets. In 2006 Carlsberg sold more
than 100 million hectolitres of beer, which is about 83 million bottles of beer
a day. Find out more at www.carlsberggroup.com.
