| Wed 6 Feb 2008, 9:50 | | SAB - SABMiller Plc - SABMiller Plc and SABMiller Netherlands B.V Declare the |
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SAB
SOSAB
SAB - SABMiller Plc - SABMiller Plc and SABMiller Netherlands B.V Declare the
public offer for all issued and outstanding (Depository receipts for) ordinary
shares in the capital of Koninklijke Grolsch N.V UNCONDITIONAL
SABMILLER PLC
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
This is a joint press release of SABMiller plc, SABMiller Netherlands B.V. and
Koninklijke Grolsch N.V. ("Grolsch") which is required pursuant to the
provisions of section 16 paragraph 1 of the Dutch Decree on Public Takeover Bids
(Besluit openbare biedingen Wft). This press release is not for release,
publication or distribution, in whole or in part, in or into the United States,
Canada, Australia or Japan. This press release and related materials do not
constitute an offer for (depository receipts for) ordinary shares in Grolsch.
6 February 2008
SABMILLER PLC AND SABMILLER NETHERLANDS B.V. DECLARE THE PUBLIC OFFER FOR ALL
ISSUED AND OUTSTANDING (DEPOSITARY RECEIPTS FOR) ORDINARY SHARES IN THE CAPITAL
OF KONINKLIJKE GROLSCH N.V. UNCONDITIONAL
With reference to the joint press releases of 19 November 2007, 14 December 2007
and 7 January 2008, 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 all Offer Conditions have
been satisfied or waived and that SABMiller and the Offeror declare the
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") unconditional (gestand doen). Settlement of the
Offer is expected to take place on 12 February 2008.
Acceptances
13,519,064 Shares have been tendered for acceptance under the Offer during the
acceptance period that ended at 15:00 hours, Amsterdam time on Tuesday 5
February 2008 (the "Acceptance Closing Date"). The Shares tendered for
acceptance under the Offer represent 79.89% of the issued and outstanding
capital of Grolsch and, based on the Offer Price, have an aggregate value of EUR
652,294,838.
The Shares tendered in the Offer together with the Shares held or purchased by
SABMiller and the Offeror for their own account at the Acceptance Closing Date
(approximately 14.76%) amount to a total of 16,016,169 Shares, which represent
94.65% of the issued and outstanding capital of Grolsch.
Settlement
With reference to the offer memorandum dated 7 January 2008 (the "Offer
Memorandum"), payment of the offer price of EUR 48.25 for 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 as described in the Offer Memorandum is expected
to take place on 12 February 2008.
Overview of SABMiller
SABMiller 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 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 is listed on the London and Johannesburg stock exchanges.
For more information on SABMiller, 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 Koninklijke 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: 06/02/2008 09:50:01 Produced by the JSE SENS Department.
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