| Tue 18 Dec 2007, 9:06 | | SAB - SABMiller Plc`s Intended Public Offer For Koninklijke Grolsch N.V. - Offer |
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SAB - SABMiller Plc`s Intended Public Offer For Koninklijke Grolsch N.V. - Offer
Memorandum To Be Submitted To AFM For Approval
SABMiller plc
JSEALPHA CODE : SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
SABMILLER PLC`S INTENDED PUBLIC OFFER FOR KONINKLIJKE GROLSCH N.V. - OFFER
MEMORANDUM TO BE SUBMITTED TO AFM FOR APPROVAL
This is a joint press release by SABMiller plc ("SABMiller") and Koninklijke
Grolsch N.V. ("Grolsch") pursuant to the provisions of Section 7 paragraph 1 and
paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare
biedingen Wft, the "Decree"). This announcement is not for release, publication
or distribution, in whole or in part, in or into the United States, Canada,
Australia, Japan or Italy. This announcement and related materials do not
constitute an offer for (depository receipts of) shares in Grolsch (the
"Shares").
With reference to the joint press release of 19 November 2007 in which SABMiller
and Grolsch announced that they had reached conditional agreement regarding the
recommended public cash offer by SABMiller for all outstanding Shares of Grolsch
at an offer price of Euro48.25 per Share (the "Offer"), SABMiller and Grolsch
herewith jointly announce that they will submit a request for approval of the
offer memorandum in respect of the Offer (the "Offer Memorandum") to the Dutch
Authority for the Financial Markets (Autoriteit Financiele Markten, "AFM") in
the week of 17 December 2007.
With reference to Section 7 paragraph 4 of the Decree, SABMiller announces that
it will finance the Offer through financial resources available to the SABMiller
Group, which include cash, committed facilities and its Commercial Paper
Programme.
In its most recent annual report for the year ended March 31, 2007, SABMiller
had total shareholders` equity of US$14,406 million, cash and cash equivalent
investments of US$481 million and US$3,426 million in undrawn committed
borrowing facilities. At 30 September 2007, the date of its interim results,
SABMiller had total shareholders` equity of US$15.580 million and cash and cash
equivalent investments of US$269 million.
SABMiller`s annual report and interim results report are available on its
website, www.sabmiller.com.
The Offer Memorandum is expected to be published in early January 2008.
Overview of SABMiller
SABMiller plc is one of the world`s largest brewers with brewing interests or
distribution agreements in over 60 countries across six continents. The group`s
brands include premium international beers such as Miller Genuine Draft, Peroni
Nastro Azzurro and Pilsner Urquell, as well as an exceptional range of market
leading local brands. Outside the USA, SABMiller plc is also one of the largest
bottlers of Coca-Cola products in the world. In the year ended 31 March 2007,
the group reported $3,154 million adjusted pre-tax profit and revenue of $18,620
million. SABMiller plc is listed on the London and Johannesburg stock exchanges.
For more information on SABMiller plc, visit the company`s website:
www.sabmiller.com.
Overview of Grolsch
Grolsch is a listed company with a rich tradition that goes back to 1615. The
focal point of Grolsch`s commercial activities lie in the Netherlands, Grolsch`s
historic home market. However, important international markets for Grolsch
include the United Kingdom, the United States of America, Canada, France,
Australia and New Zealand. Grolsch is focused on targeting the premium segment
with the Grolsch brand as its main product.
In the year to 31 December, 2006, Grolsch reported turnover of Euro317.6 million
and net profit of Euro19.2 million. Total worldwide sales volumes were 3.2
million hectoliters (hls), comprising 1.6 million hls of domestic volumes in the
Netherlands, and 1.6 million of international volumes. Grolsch has approximately
a 15% market share in the Netherlands, where it operates from one brewery in
Enschede. Its main domestic brands include Grolsch Premium Pilsner, which
represents approximately 90% of total volumes in the Netherlands. Grolsch
achieves approximately 80% of its international sales volumes in the UK, the
United States, Canada, France, Australia and New Zealand through a network of
alliances.
For more information on Grolsch N.V., visit the company`s website:
www.koninklijkegrolsch.nl.
This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice or an inducement to enter into investment activity. This announcement
does not constitute an offer to sell or issue or the solicitation of an offer to
buy or acquire the securities of SABMiller or Grolsch (the "Companies") in any
jurisdiction.
The distribution of this announcement may be restricted by law. Persons into
whose possession this announcement comes are required by the Companies to inform
themselves about and to observe any such restrictions.
Forward-Looking Statements
This press release includes "forward-looking statements" and language indicating
trends, such as "anticipated" and "expected". Although the Companies believe
that the assumptions upon which their respective financial information and their
respective forward-looking statements are based are reasonable, they can give no
assurance that these assumptions will prove to be correct. Important factors
that could cause actual results to differ materially from the Companies`
projections and expectations are disclosed in Grolsch`s annual report for the
year ended 31 December 2006 and in other documents which are available on
Grolsch`s website at www.koninklijkegrolsch.nl and in SABMiller`s annual report
and accounts for the year ended 31 March 2007 and in other documents which are
available on SABMiller`s website at www.SABMiller.com. These factors include,
among others, changes in consumer preferences and product trends; price
discounting by major competitors; failure to realize anticipated results from
synergy initiatives; failure to obtain regulatory consents or other third party
approvals; and increases in costs generally. All forward-looking statements in
this press release are expressly qualified by such cautionary statements and by
reference to the underlying assumptions. Neither SABMiller nor Grolsch
undertakes to update forward-looking statements relating to their respective
businesses, whether as a result of new information, future events or otherwise.
Neither SABMiller nor Grolsch accepts any responsibility for any financial
information contained in this press release relating to the business or
operations or results or financial condition of the other or their respective
groups.
Enquiries:
SABMiller plc Tel: +44 20 7659 0100
Sue Clark (Director of Corporate Affairs) Mob: +44 7850 285471
Gary Leibowitz (Senior Vice President,
Investor Relations) Mob: +44 7717 428540
Nigel Fairbrass (Head of Media Relations) Mob: +44 7799 894265
Fiona Antcliffe (Brunswick Group LLP) Mob: +44 7974 982546
Koninklijke Grolsch N.V. Tel: +31-53-48 33 176
Debbie de Wageneer
(Head of Corporate Communications) Mob: +31-6-53418625
This public announcement is available on the SABMiller plc website at
www.sabmiller.com and on the website of Koninklijke Grolsch N.V. at
www.koninklijkegrolsch.nl.
Date: 18/12/2007 09:06:42 Produced by the JSE SENS Department.
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