| Mon 7 Jan 2008, 9:45 | | SAB - SABMiller Plc - Joint announcement |
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SAB
SOSAB
SAB - SABMiller Plc - Joint announcement
SABMiller Plc
JSEALPHA CODE : SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
This is a joint announcement of SABMiller plc ("SABMiller"), SABMiller
Netherlands B.V. (the "Offeror") and Koninklijke Grolsch N.V. ("Grolsch") which
is required pursuant to the provisions of section 10 paragraph 3 and section 18
paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare
biedingen Wft) (the "Decree") in connection with the recommended public offer by
SABMiller and the Offeror for all issued and outstanding (depositary receipts
for) ordinary shares in the capital of Grolsch. This announcement is not for
release, publication or distribution, in whole or in part, in or into the United
States, Canada, Australia or Japan. This announcement and related materials do
not constitute an offer for (depository receipts of) shares in Grolsch. Any
offer will be made only by means of the Offer Memorandum as defined below.
7 January 2008
RECOMMENDED CASH OFFER BY SABMILLER PLC AND SABMILLER NETHERLANDS B.V. FOR ALL
THE ISSUED AND OUTSTANDING (DEPOSITARY RECEIPTS FOR) ORDINARY SHARES WITH A
NOMINAL VALUE OF EUR 1.00 EACH IN THE CAPITAL OF KONINKLIJKE GROLSCH N.V.
With reference to the press releases of 19 November 2007 and 14 December 2007,
SABMiller plc ("SABMiller"), SABMiller Netherlands B.V., an indirectly wholly-
owned subsidiary of SABMiller (the "Offeror"), and Koninklijke Grolsch N.V.
("Grolsch") hereby jointly announce that SABMiller and the Offeror are making a
recommended public cash offer for all of the issued and outstanding (depositary
receipts for) ordinary shares with a nominal value of EUR 1.00 each (the
"Shares"; holders of such Shares being referred to as "Shareholders") in the
capital of Grolsch (the "Offer").
Highlights
* The Offer is a cash offer for all the issued and outstanding (depositary
receipts for) ordinary shares in the capital of Grolsch of EUR 48.25 per
Share.
* The acceptance period commences at 9:00 hours, Amsterdam time on 8 January
2008 and will end at 15:00 hours Amsterdam time on 5 February 2008, unless
extended.
* Grolsch will convene an extraordinary general meeting of shareholders to be
held on 28 January 2008 during which the Offer will be discussed.
* The supervisory board of Grolsch and the management board of Grolsch
unanimously support the Offer and recommend the Offer to all Shareholders
for acceptance.
* The Offer shall be subject to the fulfilment of the offer conditions as set
out in the Offer Memorandum, including, but not limited to, the condition
that on the acceptance closing date the number of tendered, owned and
committed Shares represents at least 75% of all issued Shares.
The Offer
The Offeror is making the Offer, subject to the terms and restrictions contained
in the offer memorandum dated 7 January 2008 (the "Offer Memorandum"). The Offer
Memorandum will be available as of today. Shareholders should refer to the Offer
Memorandum for all terms of, and conditions and restrictions to the Offer.
Shareholders tendering their Shares under the Offer will be paid, under the
terms and subject to the conditions and restrictions contained in the Offer
Memorandum, in consideration of each Share validly tendered (or defectively
tendered provided that such defect has been waived by the Offeror) and delivered
(geleverd) a cash amount of EUR 48.25 (which includes any dividend or other
distribution on the Shares that may be declared prior to the Settlement Date
and, consequently, the offer price will be decreased to reflect such declaration
of dividend or other distribution, if any, prior to the Settlement Date) (the
"Offer Price").
Recommendation of the Boards
The supervisory board of Grolsch (the "Supervisory Board") and the management
board of Grolsch (the "Management Board"), after having received extensive legal
and financial advice and having given due and careful consideration to the
strategic, financial and social aspects and consequences of the proposed
transaction and having extensively reviewed other alternatives available to
Grolsch (including a stand alone scenario and a potential third party
transaction), have reached the conclusion that the Offer is in the best
interests of the Grolsch Group, the Shareholders and all other stakeholders of
Grolsch.
The Supervisory Board and the Management Board are of the opinion that the price
being offered per Share and the other terms of the Offer are reasonable and fair
to the Shareholders. The Supervisory Board and the Management Board therefore
support the Offer and unanimously recommend the Offer to the Shareholders for
acceptance.
Extraordinary General Meeting of Shareholders
On 28 January 2008 at 14:00 hours, Amsterdam time, at Brouwerslaan 1, Enschede,
the Netherlands, an extraordinary general meeting of Shareholders will be
convened, during which among others the Offer will be explained and discussed in
compliance with the provisions of article 18, paragraph 1 of the Decree.
A position statement providing further information to its Shareholders as
required pursuant to article 18 paragraph 2 of the Decree (the "Position
Statement") and the agenda for the extraordinary general meeting of Shareholders
(including notes and other related documents) will be made available by Grolsch
as of 7 January 2008 and as further described below.
Works council Grolsche Bierbrouwerij Nederland B.V.
The works council of Grolsche Bierbrouwerij Nederland B.V. has rendered a
positive advice with regard to the Offer.
Committed and Owned Shares
The NBC Trust (on its own behalf and on behalf of certain holders of Trust
Depositary Receipts) has executed an irrevocable undertaking pursuant to which
such holders irrevocably agree, subject to the terms and conditions of the
irrevocable undertaking, to (i) convert the Trust Depositary Receipts held by
them to Listed Depositary Receipts and (ii) accept the Offer in respect of all
Shares held by them, during the Acceptance Period and pursuant to which the NBC
Trust irrevocably agrees to cooperate with such conversion and acceptance (the
"Irrevocable Undertaking"). The Irrevocable Undertaking contains certain
customary undertakings and conditions including that the committed Shareholders
will only tender their Shares to a third-party offeror, if and when such third-
party offeror offers a price which is at least 7.5% above the Offer Price (a
"Superior Offer"). In the event of a Superior Offer, the Offeror may revise its
Offer in order to match the Superior Offer.
The Irrevocable Undertaking in total relates to an aggregate number of committed
Shares of 6,302,986 or approximately 37.2% of all issued Shares at the date of
the Offer Memorandum.
Acceptance Period
The acceptance period (the "Acceptance Period") under the Offer begins at 9:00
hours, Amsterdam time, on 8 January 2008 and ends at 15:00 hours, Amsterdam
time, on 5 February 2008, unless extended (the "Acceptance Closing Date").
Acceptance under the Offer must be made in the manner specified in the Offer
Memorandum.
Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn,
subject to the right of withdrawal of any tender during any extension of the
Acceptance Period in accordance with the provisions of article 15, paragraph 3
of the Decree.
Acceptance by Shareholders
The Shares consist of (i) the Listed Depositary Receipts, (ii) Trust Depositary
Receipts and (iii) Remaining Shares as set out and defined in the Offer
Memorandum.
Holders of Listed Depositary Receipts which Listed Depositary Receipts are held
through an Admitted Institution are requested to make their acceptance known via
their bank or stockbroker no later than 15:00 hours, Amsterdam time on 5
February 2008, unless the Acceptance Period is extended. The relevant bank or
stockbroker may set an earlier deadline for communication by holders of such
Listed Depositary Receipts in order to permit the bank or stockbroker to
communicate their acceptances to the Exchange Agent in a timely manner. In
submitting the acceptance, the Admitted Institutions are required to declare
that (i) they have tendered the Listed Depositary Receipts in their
administration, (ii) each Shareholder who accepts the Offer irrevocably
represents and warrants that the Listed Depositary Receipts tendered by him are
being tendered in compliance with the restrictions as set out in Section 1
(Restrictions and import information) of the Offer Memorandum and (iii) they
undertake to transfer these Listed Depositary Receipts to the Offeror on the
Settlement Date, provided that the Offer has been declared unconditional
(gestand is gedaan).
Holders of Remaining Shares who wish to accept the Offer in respect of such
Remaining Shares must deliver a completed and signed acceptance form to the
Exchange Agent. In accordance with the terms and conditions of the Offer, the
acceptance forms must be received by the Exchange Agent, not later than 15:00
hours, Amsterdam time on 5 February 2008, unless the Acceptance Period is
extended. The acceptance forms are available upon request from Grolsch (attn.
Investor Relations, P.O. Box 55, 7500 AB, Enschede, the Netherlands, fax +31 (0)
53 483 3114, email: publicrelations@grolsch.nl) and the Exchange Agent. The
acceptance form will also serve as a deed of transfer (akte van levering) with
respect to the Remaining Shares referenced therein.
The NBC Trust has notified the holders of Trust Depositary Receipts in which
manner and under which conditions they can instruct the NBC Trust to convert the
Trust Depositary Receipts held by them into Listed Depositary Receipts and
subsequently to perform the necessary acts to validly tender and deliver such
Listed Depositary Receipts held by them to the Offeror.
Extension
The Offeror may extend the Offer past the Acceptance Closing Date once, for a
period of at least two weeks and for a maximum of four weeks. If the Acceptance
Period is extended, the Offeror will make a public announcement to that effect
not later than 15:00 hours, Amsterdam time on the third Business Day following
the Acceptance Closing Date in accordance with the provisions of article 15,
paragraph 2 of the Decree. During such extension of the Acceptance Period, any
Shares previously tendered and not withdrawn will remain subject to the Offer.
Declaring the Offer Unconditional (gestanddoening)
The Offer shall be subject to the fulfilment of the offer conditions as set out
in section 6.2 of the Offer Memorandum (the "Offer Conditions"), including, but
not limited to, the condition that on the Acceptance Closing Date the number of
Tendered, Owned and Committed Shares (as defined in the Offer Memorandum)
represents at least 75% of all issued Shares. The Offeror reserves the right to
waive certain Offer Conditions if permitted by law. A waiver by the Offeror of
the Offer Condition under Section 6.2(a) requires the prior express written
approval of the Management Board and Supervisory Board of Grolsch in the event
that the number of Tendered, Owned and Committed Shares represents less than
66.67% of all issued Shares (geplaatst kapitaal).
No later than on the third Business Day following the Acceptance Closing Date,
such date being the Unconditional Date, the Offeror will determine whether the
Offer Conditions have been fulfilled or are to be waived. In addition, the
Offeror will announce on the Unconditional Date, in accordance with Article 16,
paragraph 1 of the Decree, whether (i) the Offer has been declared
unconditional, (ii) the Offer will be extended in accordance with Article 15 of
the Decree, or (iii) the Offer is terminated as a result of the Offer Conditions
not having been fulfilled or waived by the Offeror.
Settlement
In the event that the Offeror announces that the Offer is declared unconditional
(gestand wordt gedaan), the Shareholders having tendered their Shares for
acceptance will receive no later than on the fifth Business Day following the
Unconditional Date (the "Settlement Date"), the Offer Price in respect of each
Share validly tendered (or defectively tendered provided that such defect has
been waived by the Offeror) and delivered (geleverd) on the terms and subject to
the conditions and restrictions of the Offer.
Post-acceptance period
In the event that the Offeror announces that the Offer is declared unconditional
(gestand wordt gedaan), the Offeror has the right to continue the Offer by way
of a post-acceptance period (na-aanmeldingstermijn). No later than on the third
Business Day following the Unconditional Date, the Offeror may announce such
post-acceptance period (na-aanmeldingstermijn) for the Offer for a maximum
period of two weeks. During a post-acceptance period, Shareholders that have not
yet tendered their Shares under the Offer will be given the opportunity to do so
in the same manner and under the same conditions as set out in the Offer
Memorandum all in accordance with Article 17 of the Decree.
Liquidity and delisting
The purchase of Listed Depositary Receipts (including Listed Depositary Receipts
converted from Trust Depositary Receipts) by the Offeror pursuant to the Offer,
among other things, will reduce the number of Shareholders and the number of
Listed Depositary Receipts that might otherwise trade publicly and thus
adversely affect the liquidity and market value of the Listed Depositary
Receipts not tendered.
Subject to the Offer being declared unconditional and in the event that the
Offeror has acquired 95% of the Listed Depositary Receipts, the listing of the
Listed Depositary Receipts on Euronext Amsterdam will be terminated as soon as
practicable after consultation with Euronext Amsterdam and in accordance with
the applicable listing rules. This would further adversely affect the liquidity
and market value of any Listed Depositary Receipts not tendered.
Announcements
Announcements declaring whether the Offer is declared unconditional (gestand
wordt gedaan) and announcements in relation to an extension of the Acceptance
Period will be issued by press release and will be published in at least Het
Financieele Dagblad and NRC Handelsblad or any other newspaper nationally
circulated in the Netherlands and the Daily Official List (Officiele
Prijscourant), as appropriate. Subject to any applicable requirements of the
Decree and other applicable laws and without limiting the manner in which the
Offeror may choose to make any public announcement, the Offeror will have no
obligation to communicate any public announcement other than as described above.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Memorandum and the Position Statement. The
information in this announcement is not complete and additional information is
contained in the Offer Memorandum and the Position Statement. Terms not defined
herein shall have the meaning as set out in the Offer Memorandum. Shareholders
are advised to review the Offer Memorandum and the Position Statement in detail
and to seek independent advice where appropriate in order to reach a reasoned
judgment in respect of the Offer and the content of the Offer Memorandum and the
Position Statement.
Copies of the Offer Memorandum are available on the website of SABMiller
(www.sabmiller.com) or Grolsch (www.koninklijkegrolsch.nl and
www.royalgrolsch.com). SABMiller`s and Grolsch` websites do not constitute a
part of, and are not incorporated by reference into the Offer Memorandum. Copies
of the Offer Memorandum are furthermore available free of charge at the offices
of Grolsch and the Exchange Agent at the addresses mentioned below.
Copies of the Position Statement, as well as copies of (i) the articles of
association of Grolsch and (ii) the annual financial statements (jaarrekeningen)
of Grolsch for the financial year 2006, the financial year 2005 and the
financial year 2004, as adopted by the general meeting of shareholders of
Grolsch, which documents under (i) and (ii) are incorporated by reference in,
and form an integral part of, the Offer Memorandum and, as far as applicable,
the Position Statement, are available free of charge at Grolsch` website:
www.koninklijkegrolsch.nl and www.royalgrolsch.com and at the offices of Grolsch
and the Exchange Agent, and can be obtained by contacting Grolsch or the
Exchange Agent at the addresses below.
SABMiller plc
1 Stanhope Gate
London, W1K1AF
United Kingdom
SABMiller Netherlands B.V.
Schouwburgplein 30-34
3012 CL, Rotterdam
the Netherlands
Koninklijke Grolsch N.V.
Brouwerslaan 1
7548 XA Enschede
The Netherlands
P.O. Box 55
7500 AB Enschede
The Netherlands
The Exchange Agent
ABN AMRO Bank N.V.
AS Exchange Agency MF 2020
Kemelstede 2
4817 ST Breda
The Netherlands
P.O. Box 3200
4800 DE Breda
The Netherlands
Tel: +3176579 9455
Fax: +31 10264 4652
Email: Servicedesk.beleggen@nl.abnamro.com
Restrictions
General Restrictions
The Offer is not being made, and the Shares will not be accepted for purchase
from or on behalf of any Shareholder, in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities or other laws
or regulations of such jurisdiction or would require any registration, approval
or filing with any regulatory authority not expressly contemplated by the terms
of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to
take due note and observe all such restrictions and obtain any necessary
authorisations, approvals or consents. Neither the Offeror, nor SABMiller, nor
any of their advisers accepts any liability for any violation by any person of
any such restriction. Any person (including, without limitation, custodians,
nominees and trustees) who would or otherwise intend to forward the Offer
Memorandum or any related document to any jurisdiction outside The Netherlands
should carefully read Section 1 (Restrictions and Important Information) of the
Offer Memorandum before taking any action. The distribution of the Offer
Memorandum in jurisdictions other than The Netherlands may be restricted by law
and therefore persons into whose possession the Offer Memorandum comes should
inform themselves about and observe such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the law of any such
jurisdiction.
United States, Canada, Australia and Japan
The Offer is not being made, directly or indirectly, in or into, or by use of
the mailing systems of, or by any means or instrumentality (including, without
limitation, electronic mail, post, telephone, facsimile, telex or electronic
transmission) of interstate or foreign commerce of, or of any facility of a
securities exchange of the U.S., Canada, Australia or Japan, and the Offer
cannot be accepted by any such use, means, instrumentality or facility or from
within the U.S., Canada, Australia or Japan. Accordingly, this Offer Memorandum
and any related documents are not being and must not be mailed or otherwise
distributed or sent in or into the U.S., Canada, Australia or Japan or in their
capacities as such custodians, trustees, or nominees holding shares for U.S.,
Canadian, Australian and Japanese persons and persons receiving such documents
(including, without limitation, custodians, nominees and trustees) must not
distribute or send them into such jurisdictions and doing so will render invalid
any relevant purported acceptance of the Offer.
This Offer Memorandum has not been submitted to or reviewed by the U.S.
Securities and Exchange Commission ("SEC") or any state securities commission in
the U.S. and neither the SEC nor any such state securities commission has
approved or disapproved or determined whether this Offer Memorandum is truthful
or complete. Any representation to the contrary is a criminal offence in the
U.S.
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 or www.royalgrolsch.com.
Forward-Looking Statements
This announcement 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
Koninklijke Grolsch N.V. Tel: +31-53-48 33 176
Debbie de Wagenaar (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 or www.royalgrolsch.com.
Date: 07/01/2008 09:45:01 Produced by the JSE SENS Department.
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