CARLSBERG A/S ("CARLSBERG") AND HEINKEN N.V. (“HEINEKEN”) APPROACH TO SCOTTISH & NEWCASTLE PLC (“S&N”)

Carlsberg and Heineken (the “Consortium”) note the public announcement made by
S&N today in response to the Consortium's approach to the board of S&N. 

The Consortium confirms that earlier today it submitted to the Chairman of S&N
a written proposal and requested a meeting to further discuss a possible offer.
 The letter referred to the exclusive agreement between Carlsberg and Heineken
as well as setting out the terms upon which it would be prepared to proceed
with a cash offer at a price of 720 pence per share for the entire issued and
to be issued ordinary share capital of S&N (the “Proposal”). 

The price of 720 pence per share set out in the Proposal represents a
compelling proposition for S&N shareholders: 

-	a multiple of 13.2 x S&N's EV/EBITDA for the year ended 31 December 2006; and
-	a premium of 36% to the share price of 531 pence on 28 March 2007 (being the
date immediately before speculation first arose around a possible offer for
S&N). 

-	a value which is significantly in excess of the standalone independent value
of S&N 

Under the Proposal, the making of any offer would be subject to certain
pre-conditions, all of which are waivable at the discretion of the Consortium,
and all of which the Consortium believes to be customary. These preconditions
include satisfactory completion of limited confirmatory due diligence,
recommendation of the S&N board and 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. 

It has always been the strong preference of Carlsberg and Heineken to approach
the board of S&N in private to explain the Proposal in detail in order to
secure due diligence access and negotiate a transaction on a recommended basis.
 Due to the increase in S&N's share price on Wednesday 17 October, the
Consortium was obliged under the rules of the City Code on Takeovers and
Mergers (the “Code”) to publicly confirm its interest in pursuing an offer for
S&N.  Nevertheless, the Consortium wishes to confirm its desire to pursue a
transaction on a recommended basis. 

The board of S&N has rejected the Proposal, has not granted the Consortium its
request for limited due diligence and refused to enter into discussions. The
Consortium strongly believes that its Proposal is strategically compelling and
that a recommended transaction is in the best interests of S&N's shareholders. 


Structure and financing
The Proposal contemplates the formation of a newly incorporated company
(“BidCo”) to act as the offeror.  BidCo will be jointly managed by Carlsberg
and Heineken as a 50/50 venture throughout the offer period with the economic
contributions by Carlsberg and Heineken being approximately 54% and 46%
respectively. 

The Consortium intends that, following closing of any offer, 50% of BBH, the
French and Greek operations as well as the participation in the Chinese
business will be transferred to Carlsberg.  Heineken would hold the remaining
businesses, principally the UK & Irish, Portuguese, Finnish, Belgian and US
operations as well as the participation in the Indian business. 

The Consortium has undertaken a detailed analysis of potential anti-trust
issues in all jurisdictions where S&N operates.  Whilst the Consortium will
co-operate fully with all necessary regulatory processes, based on public
information the Consortium is confident that the proposed transaction structure
will avoid any substantive issues. 

Carlsberg and Heineken have secured separate committed financing arrangements
for the provision to BidCo of the necessary financing to effect the offer. 

Carlsberg has secured committed new debt facilities underwritten by Lehman
Commercial Paper Inc. - UK Branch, BNP Paribas, Danske Bank A/S and Nordea Bank
AB (publ) to fund its contribution to BidCo. Approximately DKK 31 billion of
the new debt facilities comprise an equity bridge loan to a rights issue. The
funding has been structured to ensure Carlsberg's debt facilities remain
investment grade. 

Heineken's financing will be provided through a committed new facility, which
is being provided by Credit Suisse, as well as existing loan facilities. 


Other
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the Code.  Accordingly, there can be no
certainty that any offer will be made even if the pre-conditions 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)

 


Sources and bases:
•	Closing prices and exchange rates are sourced from Factset

•	S&N's 2006 EV/EBITDA multiple is based on an enterprise value calculated as:

a.	the equity value based on an offer price of 720 pence per share and fully
diluted share capital of 974.2 million comprising 946.2 million shares in issue
as stated in S&N's rule 2.10 announcement released on 18 October 2007 and 28m
options as at 31 December 2006 sourced from S&N's 2006 annual report; plus 

b.	the sum of (i) S&N's financial net debt as at 31 December 2006 of £1,912
million sourced from S&N's 2006 annual report, (ii) £221 million being 50% of
BBH net debt as at 31 December 2006, sourced from S&N's 2006 preliminary
results presentation and converted into sterling at the euro sterling exchange
rate of 0.6738 as at 31 December 2006 sourced from Factset, (iii) net pension
deficit of £280 million sourced from S&N's 2006 annual report, (iv) £73 million
being the proceeds from options and cash proceeds from shares held in trusts as
per S&N's 2006 annual report, and (v) book value of minority interests in joint
ventures of £77 million and book value of minority interests in associates of
£1 million sourced from S&N's 2006 annual report. 

•	S&N's 2006 EBITDA of £715 million is sourced from S&N's 2006 annual report 

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, 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 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.