NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS IN THAT JURISDICTION
CARLSBERG A/S (“CARLSBERG”) AND HEINEKEN N.V.
(“HEINEKEN”)
CONSORTIUM'S INCREASED PROPOSAL IS SUBJECT TO
LIMITED CUSTOMARY WAIVABLE PRE-CONDITIONS
Heineken and Carlsberg (the “Consortium”) wish to reiterate that the making of
any offer for Scottish & Newcastle plc (“S&N”) remains subject to certain
waivable pre-conditions. This morning it has been reported in the Netherlands
that the Consortium will only make a recommended takeover offer for S&N. The
Consortium would like to clarify this point. The increased proposal clearly
states that the making of any offer is subject to certain pre-conditions
(including a board recommendation) all of which may be waived by the Consortium.
In order to provide full transparency to the market, the Consortium sets out
below the entire list of the pre-conditions included in its increased proposal:
• satisfactory completion of a limited scope confirmatory due diligence
exercise;
• recommendation of the S&N board and binding irrevocable undertakings from the
directors;
• 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; and
• final approval by the boards of Carlsberg and Heineken.
These are not “extensive” as suggested by S&N. The Consorti-
regards them as
m
limit- customaryand that therefore the increasedpro- is not
any - “highly
d osal -
y
- Financing for the increased proposal is committed, not subject to due
- diligence and is a
-
-
-
-
-
-
-
-
-
-
.
not In addition, the Consortium's transact- structure avoids
substant-
on ve
a-
t-
t-
u-
t
i-
s-
e-
.
By refusing to facilitate the satisfaction of these limited pre-conditions, S&N
is preventing the delivery of certain cash value to all S&N shareholders as set
out in the Consortium's increased proposal.
The Consortium's priority remains to engage with the Board of S&N to convert the
increased proposal announced yesterday into a firm offer.
Shareholders are strongly urged to direct the Board of S&N to enter into
discussions with the Consortium to facilitate due diligence access and to enable
a firm cash offer to be launched as soon as practicable.
www.carlsberggroup.com
Carlsberg Group
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 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 S&N 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 S&N 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.
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.
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)
2
CARLSBERG A/S AND HEINEKEN N.V. - CONSORTIUM'S INCREASED PROPOSAL IS SUBJECT TO LIMITED CUSTOMARY WAIVABLE PRE-CONDITIONS
| Source: Carlsberg A/S
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