Scottish & Newcastle plc ("S&N" or the "Company") and Carlsberg A/S
("Carlsberg") and Heineken N.V. ("Heineken") (together the "Consortium"),
confirm that they have entered into discussions in relation to a possible
recommended offer for S&N at 800 pence per share. The Consortium's proposal is
subject to certain pre-conditions, including satisfactory completion of limited
due diligence. The parties have approached the Panel to request a short
extension to the Put up or Shut up deadline to 12 noon on 24 January 2008, to
enable the Consortium to complete its due diligence.
The potential additional 20 pence per share of the proposed increased offer
price will be funded by Carlsberg.
Shareholders should be aware that there can be no certainty that a formal offer
will be made. A further announcement will be made as appropriate.
Enquiries
Public relations advisers to the Consortium
Finsbury Group Tel: +44 20 7251 3801
Mike Smith
James Leviton
Guy Lamming
Carlsberg:
Jens Peter Skaarup (Danish Media) Tel: +45 3327 1417
Mikael Bo Larsen (Investor Relations) Tel: +45 3327 1223
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 Scottish & Newcastle plc, all "dealings"
in any "relevant securities" of that company (includin g 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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 Scottish & Newcastle 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 Scottish & Newcastle plc by Carlsberg A/S or Heineken N.V. or
Scottish & Newcastle plc, 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.thetakeo verpanel.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.
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.
