Carlsberg notes the announcement earlier today by S&N of its initiation of
arbitration proceedings with respect to alleged breaches of the BBH
Shareholders' Agreement (the “Agreement”).
Carlsberg further notes that the claim has been brought against Pripps-Ringnes
Ab, a member of the Carlsberg Group, and not against Carlsberg A/S.
Carlsberg announced on 23 October 2007 that it believed the various claims made
by S&N alleging certain breaches of the Agreement have no merit. Carlsberg and
its legal advisers confirmed this in writing to S&N on 26 October 2007.
Carlsberg reconfirms its position having received unequivocal legal advice from
the leading law firms Vinge in Sweden and Norton Rose in London that there is
no foundation to S&N's misguided claims. S&N shareholders should also be aware
that such arbitration proceedings in Sweden typically take in excess of 12
months to reach a final conclusion. Furthermore, Carlsberg reserves its
position with regards to a claim for material damages.
Commenting on S&N's announcement, Jørgen Buhl Rasmussen, CEO of Carlsberg said:
“S&N's legal claims are spurious, without merit and a distraction to advancing
discussions on the 720p proposal the Consortium made to S&N on 25 October.”
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)
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.
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 (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 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 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.
