Carlsberg and Heineken (the “Consortium”) note the announcement earlier today
by Scottish & Newcastle plc ("S&N") of its initiation of arbitration
proceedings with respect to alleged breaches by Carlsberg of the BBH
Shareholders' Agreement.
The Consortium also notes that Carlsberg has squarely refuted these claims in
its response.
Rather than pursuing this legal distraction, the Consortium urges the Board of
S&N to engage with the Consortium with a view to progressing its proposal which
is aimed at delivering certain cash value to S&N shareholders.
The Consortium continues to believe its proposal at 720p per share in cash
represents a compelling and deliverable proposition for S&N shareholders at a
value that is significantly in excess of the standalone independent value of
S&N.
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)
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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 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.
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.
CARLSBERG A/S ("CARLSBERG") AND HEINEKEN N.V. (“HEINEKEN”) CONSORTIUM URGES SCOTTISH & NEWCASTLE TO ENGAGE
| Source: Carlsberg A/S