South African Breweries Plc - Results Of Extraordi
SOUTH AFRICAN BREWERIES PLC
RESULTS OF EXTRAORDINARY GENERAL MEETING
London and Johannesburg, 1 July 2002. South African Breweries plc
(SAB) is pleased to announce that at the Extraordinary General
Meeting, held today at 11.00am, all special resolutions (including a
resolution for change of name to SABMiller plc) were duly passed on
a show of hands. Proxy votes in favour, as shown to the meeting,
recorded votes in excess of those required to approve the special
resolutions in each case. The transaction remains conditional on
certain matters including regulatory approval.
Graham Mackay, Chief Executive of SAB said: "We are looking forward
to working closely with our new colleagues in the USA to further
strengthen and develop our presence there. We will continue our
strategy to develop our business in markets where we are established
and seek value-adding investments where opportunities present
themselves."
Ends
Notes to Editors
1. An announcement of SAB's agreement with Philip Morris Companies
Inc to acquire Miller Brewing Company was made on 30 May 2002. A
Circular and Notice of Meeting was posted to shareholders on 8th
June 2002. SAB, subject to completion, will acquire 100% of the
Miller Brewing Company, including existing net debt of US$2,000
million, from Philip Morris Companies Inc for a consideration of 430
million SAB shares.
2. The special resolutions at today's EGM were:
a. Resolution 1
To approve:
i. The acquisition of Miller
ii. The adoption of a new employee share option scheme for
predominantly US employees and certain amendments to the Company's
existing share option schemes;
iii. Certain changes to the Articles of Association and authorised
share capital of the Company, the conversion of certain ordinary
shares into non-voting convertible shares, an increase in the
authority of the Directors to allot relevant securities and the
disapplication of statutory pre-emption rights and the change of the
Company's name to "SABMiller plc"; and
iv. The granting of statutory authority to the Directors to allot
shares in satisfaction of claims pursuant to the transaction
agreement relating to Miller and the disapplication of the statutory
pre-emption rights in connection with the allotment of such shares.
b. Resolution 2
To approve:
i. The granting of statutory authority to the Directors to allot
relevant securities in a placing otherwise than prorata to existing
shareholders; and
ii. The disapplication of the statutory pre-emption rights in
connection with the allotment of the placing of securities.
3. Upon completion, SABMiller plc will be a major force in the
brewing and beverage industry worldwide. By volume it will be the
world's second largest brewer, employing over 38,000 people across
the globe in 111 breweries. The company will have a portfolio of
strong brands in the majority of countries in which it has brewing
operations and, in many markets, it also will have a leading market
share. It will be the sixth largest bottler of Coca-Cola products in
the world.
4. SABMiller plc will continue to be listed on both the London and
the Johannesburg stock exchanges.
Further Information:
Nick Chaloner +44 (0) 20 7659 0119
Director of Communications
Media:
Ciaran Baker +44 (0) 20 7659 0120
Investor Relations:
Caroline Metcalfe +44 (0) 20 7659 0113
Tanya Tracey +44 (0) 20 7659 0105
This announcement is available on the SAB website. www.sabplc.com
Date: 01/07/2002 02:00:00 PM Produced by the SENS Department
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