COMPANY ANNOUNCEMENT 8/2008 22 FEBRUARY 2008 PAGE 1 OF 2 CARLSBERG A/S ("CARLSBERG") AND HEINEKEN N.V. ("HEINEKEN") - POSTING OF RECOMMENDED SCHEME DOCUMENT TO SCOTTISH & NEWCASLE PLC ("S&N") SHAREHOLDERS On 25 January 2008, the boards of S&N and Sunrise Acquisitions Limited (a company jointly owned by Carlsberg and Heineken), announced that they had reached agreement on the terms of a recommended acquisition of S&N at a price of 800 pence in cash for each S&N share, valuing the entire issued and to be issued share capital of S&N at approximately £7.8 billion. Carlsberg and Heineken (together the “Consortium”) note the announcement today by S&N that the Scheme Document regarding the recommended acquisition of S&N by Sunrise Acquisitions Limited has been posted to S&N Shareholders. The document will be available on www.scottish-newcastle.com The offer is subject to the approval of the European Commission and certain other competition authorities. Subject to these and other required approvals and conditions as set out in the Scheme Document, it is expected that the Scheme will become effective on 28 April 2008. Expected timetable of principal events: Court Meeting and Extraordinary General Meeting of S&N Monday 31 March 2008 First Court Hearing (to sanction the Scheme) Wednesday 23 April 2008 Second Court Hearing and Effective Date of the Scheme Monday 28 April 2008 Latest date for dispatch of cheques/issue of loan notes 14 days after the Effective Date Unless the context otherwise requires, terms defined in the announcement dated 25 January 2008 have the same meaning in this announcement. Enquiries Public relations advisers to the Sunrise Acquisition 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 Financial adviser and Corporate Broker to the Sunrise Acquisition 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 Sunrise Acquisition 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 Sunrise Acquisition 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 Sunrise Acquisition 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 Sunrise Acquisition and Heineken and no one else in connection with the possible offer and will not be responsible to anyone other than the Sunrise Acquisition 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, 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, 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 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 brewery 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 in 48 countries, and its products are sold in more than 150 markets. In 2007 Carlsberg sold more than 115 million hectolitres of beer, which is about 95 million bottles of beer a day. Find out more at www.carlsberggroup.com.
Carlsberg A/S and Heineken N.V. - Posting of recommended scheme document to Scottish & Newcastle plc ("S&N") shareholders
| Source: Carlsberg A/S