Carlsberg is delighted that S&N has finally provided further details of its misguided claims against Pripps-Ringnes AB (“PRAB”). It is now very clear that the claims are frivolous and have absolutely no merit. PRAB will now therefore shortly request the arbitration tribunal to dismiss Hartwall's case for being totally unfounded and to constitute a misuse of the arbitration process. Whilst, there is no substantive new information in S&N's claims, Carlsberg and its legal advisers feel it necessary to draw attention to some of the important flaws in S&N's arguments: • For Hartwall to be entitled to acquire PRAB's share of BBH at fair market value Hartwall would first have to make a rightful termination of the shareholders' agreement. In order to do this it would have to demonstrate that PRAB has breached the agreement and caused material economic harm. • There are no breaches by PRAB of the shareholders' agreement and Hartwall has not demonstrated the existence of any. Furthermore Hartwall has not terminated the shareholders agreement which is an undisputed fact. Today's repetition of previously reported claims alleging misuse of confidential information and breach of loyalty adds nothing new in that respect. • S&N's comments regarding circumvention of the shotgun mechanism in this context are irrelevant and misleading. The shotgun gives PRAB and Hartwall the right to exit the BBH agreement if either party so wishes by offering its shares to the other party. It is up to PRAB or Hartwall whether it exercises this right. Neither has done this and accordingly, the shotgun clause has no current application. • Carlsberg has noted S&N's allegation that Carlsberg has damaged the joint venture because of the public differences between Carlsberg and S&N over the future of BBH. Carlsberg continues to be fully committed to the future of BBH and would suggest that S&N exercises the same high level of commitment pending the outcome of the arbitration proceedings. Carlsberg and PRAB reserve all their rights in relation to the serious and mis-guided allegations S&N continues to make. Commenting, Jorgen Buhl Rasmussen, President and CEO of Carlsberg said: “We've seen nothing new of substance today - S&N continues to progress with a case that has absolutely no merit instead of focusing on the certainty of the cash value of the Consortium's proposal, which is the only deliverable means of maximising value for S&N's shareholders today.” Enquiries Public relations advisers to Carlsberg and to the Consortium Finsbury Group Tel: +44 20 7251 3801 Mike Smith 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 Carlsberg and to the Consortium 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 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. 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.
SCOTTISH & NEWCASTLE PLC ("S&N") ANALYSIS OF BBH ARBITRATION PROCESS BASED ON FLAWED LEGAL ASSUMPTIONS
| Source: Carlsberg A/S