CARLSBERG A/S AND HEINEKEN N.V. - SHAREHOLDERS MUST ACT TO SECURE ENHANCED 780 PENCE OFFER - CONSORTIUM WILL NOT GO HOSTILE

Carlsberg and Heineken (the “Consortium”) announce that on Wednesday, 9 January
2008 the Consortium made a materially improved proposal to the Board of
Scottish & Newcastle plc (“S&N”) (the “Further Increased Proposal”).  The
approach represented a decisive attempt by the Consortium to engage in
substantive discussions with S&N leading to the announcement of a recommended
transaction prior to the Takeover Panel deadline of Monday, 21 January 2008 and
to address concerns voiced by S&N and some of its shareholders.  The key points
of the proposal were: 

•	a material increase in the Consortium's proposed cash offer to 780 pence per
share; representing an increase of 30 pence (£293 million) and an implied
equity value of £7.6 billion and enterprise value of £10.0 billion; 
•	the majority of the increase is being funded by Carlsberg and hence the
Further Increased Proposal implies a very full price for BBH.  The implied
enterprise value for 50 per cent of BBH  of £4.2 billion represents a multiple
of 16.6x 2007 EBITDA (the EV/EBITDA multiple for 2006 is 21.1x); 
•	proposals by Carlsberg to provide the market with additional disclosure on
the financial position of BBH for 2008 - 2010; 
•	a significantly reduced scope of due diligence;
•	confirmation that committed financing is in place for the Further Increased
Proposal; and 
•	a statement that the Consortium is only prepared to proceed with an offer on
a recommended basis*. 

Despite the Consortium addressing all of the concerns expressed by S&N
regarding its previous proposals, the Board of S&N has again rejected this
increased proposal and declined to meet the Consortium. 

Given the increased offer price, the Consortium has confirmed that it is not
prepared to proceed with an offer without the recommendation of the Board of
S&N*.  The Consortium also believes that the requirement for a recommended
offer will prevent a prolonged period of further uncertainty for all
shareholders. 

Without a recommendation there will be no offer by the Consortium and the
proposal will lapse*. 

S&N shareholders are therefore urged to call immediately on the S&N Board to
enter into substantive dialogue with the Consortium to ensure a recommended
offer can be announced prior to the 21 January 2008 deadline imposed by the
Takeover Panel. 

The continued refusal to engage by the S&N Board jeopardises significant value
creation for S&N shareholders: 

•	the Consortium's proposal is certain and in cash;
•	the financing of the Further Increased Proposal is not conditional on any due
diligence; 
•	the share price on 28 March 2007, the date immediately before speculation
first arose around a possible offer for S&N, was 531 pence; and 
•	S&N has not demonstrated any deliverable alternative that comes close to
creating the same value as the Consortium bid. 

Commenting, Jean-François van Boxmeer, Chairman of the Executive Board and CEO
of Heineken said: 

“It is decision time for S&N shareholders. Without the S&N Board's co-operation
there will no offer by the Consortium *.  Our increased 780p proposal is the
only deliverable opportunity today for shareholders to realise a material
premium to the independent value of S&N.” 

Jørgen Buhl Rasmussen, President and CEO of Carlsberg said:

“The Consortium's increased proposal represents a very generous proposition to
S&N shareholders by any measure.  Carlsberg has listened to shareholders and
offered its co-operation with regards to further disclosure on BBH's prospects
and the Consortium's proposal now implies a £4.2 bn value on S&N's 50% share of
BBH.  It's now over to S&N shareholders to make their views clear to the S&N
Board if they want this transaction to happen.” 


Details of the Further Increased Proposal

The proposed price of 780p per share represents:

•	a premium of 46.9% to the share price of 531 pence on 28 March 2007 (the date
immediately  before speculation first arose around a possible offer for S&N); 
•	a multiple of 14.0x S&N's EV/EBITDA for the year ending 31 December 2006;
•	an implied enterprise value of 50 per cent. of BBH of £4.2 billion,
representing a multiple of 16.6x 2007 EBITDA (the EV/EBITDA multiple for 2006
is 21.1x); and 
•	a value which is significantly in excess of the standalone value of S&N.

It is intended that £244 million (25 pence per share) of the proposed increase
would be funded by Carlsberg and £49 million (5 pence per share) by Heineken. 

The Further Increased Proposal continues to offer a high degree of certainty
for S&N shareholders, with: 

•	committed financing in place (due diligence is not a condition to the banking
facilities); 
•	a transaction structure that avoids any substantive anti-trust issues;
•	the support of Carlsberg's and Heineken's controlling shareholders; and 
•	limited pre-conditions.

The Further Increased Proposal remains subject to the following customary
pre-conditions: 

•	completion of limited confirmatory due diligence;
•	the recommendation of the S&N Board*;
•	the receipt of binding irrevocable undertakings in a form acceptable to the
Consortium to accept the offer from the directors of S&N; 
•	assurance from the trustees of S&N's UK pension schemes regarding the level
of contributions that Heineken would be expected to make going forwards; and 
•	final approval by the Boards of Carlsberg and Heineken.

Save for the recommendation of the S&N Board (which is a non-waivable
pre-condition), the above customary pre-conditions are waivable at the
discretion of the Consortium. 

The Consortium, however, reserves the right to proceed without a recommendation
if an offer or possible offer for S&N is announced by a third party. 

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 the Further Increased Proposal
are satisfied or waived. 


Carlsberg prepared to co-operate with S&N on increasing transparency on BBH

Carlsberg has confirmed to S&N that it is willing to co-operate with regard to
providing the market with further financial disclosure on the current trading
and prospects of BBH. Subject to the agreement of the Board of BBH, Carlsberg
would be willing to offer its co-operation with further disclosure on BBH via
either of the following alternatives: 

•	publication of a profit estimate for 2007 and forecast for 2008 for BBH,
prepared and reported on to the appropriate standards for a UK public offer; or 
•	release of a mutually agreed current trading and outlook statement for 2008 -
2010. 

The Board of S&N has not indicated any willingness to explore either of these
proposals, despite portraying as recently as 8 January 2008 its desire for
additional disclosure in respect of BBH. 


S&N Shareholder action required now

Without a recommendation there will be no offer by the Consortium, the
Consortium will walk away and the proposal will lapse*.  It is therefore
essential for S&N shareholders to act now to call on the Board of S&N to engage
with the Consortium or risk losing significant value. 

* The Consortium reserves the right to proceed without a recommendation if an
offer or possible offer for S&N is announced by a third party. 


Enquiries
Public relations advisers to the Consortium
Finsbury Group 			Tel: +44 20 7251 3801
Mike Smith
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)