| Thu 21 Feb 2008, 9:45 | | SAB - SABMiller Plc - Grolsch post acceptance and delisting |
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SAB
SOSAB
SAB - SABMiller Plc - Grolsch post acceptance and delisting
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") pursuant to the provisions of section 17
paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare
biedingen Wft) and in accordance with Euronext Notice 2004-41. 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 (depositary receipts for)
ordinary shares in Grolsch.
21 February 2008
99.46% OF THE ISSUED AND OUTSTANDING (DEPOSITORY RECEIPTS FOR) ORDINARY SHARES
PURCHASED BY SABMILLER NETHERLANDS B.V.; SABMILLER PLC TO CONSOLIDATE
KONINKLIJKE GROLSCH N.V. AS FROM 12 FEBRUARY 2008
LISTING OF KONINKLIJKE GROLSCH N.V. WILL BE TERMINATED ON 20 MARCH 2008
With reference to 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") in the capital of Koninklijke Grolsch N.V.
("Grolsch") announced in the joint press release of 7 January 2008 (the "Offer")
and with reference to the joint press releases of 6 and 8 February 2008,
SABMiller plc ("SABMiller"), SABMiller Netherlands B.V., an indirectly wholly-
owned subsidiary of SABMiller (the "Offeror"), and Grolsch hereby jointly
announce that 150,100 Shares representing approximately 0.89% of the Shares,
have been tendered in the post acceptance period (na-aanmeldingstermijn) that
ended 20 February 2008 at 15:00 hours, Amsterdam time. Together with the Shares
acquired by SABMiller and the Offeror on or prior to the settlement of the Offer
on 12 February 2008 and the Shares acquired in ordinary stock exchange trading
on Euronext Amsterdam until 20 February 2008, SABMiller and the Offeror hold
16,829,579 Shares representing approximately 99.46% of the Shares in the capital
of Grolsch. The public offer process has now been completed. SABMiller will
consolidate Grolsch in its accounts as from 12 February 2008.
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) during the post-acceptance period 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 25 February 2008.
Termination of listing
The listing on Euronext Amsterdam by NYSE Euronext of the Shares will be
terminated in consultation with Euronext Amsterdam N.V. on 20 March 2008. The
last day of trading in the Shares will be 19 March 2008.
With effect from 20 March 2008, the following code will cease to be valid:
GROLSCH KON, under the symbol "GROL", Euronext code NL0000354793, security code
35479, ISIN: NL0000354793.
The Offeror will initiate principally a takeover buy-out procedure in accordance
with section 2:359c of the Dutch Civil Code and alternatively a squeeze-out
procedure in accordance with section 2:92a of the Dutch Civil Code in order to
acquire all remaining Shares. The squeeze-out or takeover buy-out procedure will
be initiated as soon as practicable.
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 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 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: 21/02/2008 09:45:01 Produced by the JSE SENS Department.
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