| Tue 23 Nov 2004, 15:15 | | SANCTIONING OF THE SCHEME OF ARRANGEMENT |
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SABMiller/ ABI - SANCTIONING OF THE SCHEME OF ARRANGEMENT
SABMILLER PLC
(Incorporated in England and Wales)
(Registration number 3528416)
Share code: SAB
ISIN: GB0004835483
(`SABMiller`)
AMALGAMATED BEVERAGE INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1970/006820/06)
Share code: ABI
ISIN: ZAE000000048
(`ABI`)
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia or Japan
SANCTIONING OF THE SCHEME OF ARRANGEMENT
Further to the announcements dated 22 September 2004, 14 October 2004 and 9
November 2004, ABI shareholders are advised that the scheme of arrangement (`the
scheme`) in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as
amended, proposed by Other Beverage Interests (Proprietary) Limited (`OBI`), an
indirect wholly-owned subsidiary of SABMiller, between ABI and its shareholders,
other than ABI Holding Company (Proprietary) Limited, was sanctioned by the High
Court of South Africa (Witwatersrand Local Division) today, being Tuesday, 23
November 2004.
The remaining condition precedent is that a certified copy of the Order of Court
sanctioning the scheme be registered by the Registrar of Companies. It is
expected that a certified copy of the Order of Court will be lodged with the
Registrar of Companies on Monday, 29 November 2004 and that the scheme will be
implemented in accordance with the timetable set out in the announcement dated
14 October 2004. The operative date of the scheme is expected to be Monday, 13
December 2004.
Sandton
23 November 2004
Investment bank to OBI and SABMiller
Nedbank Capital, a division of Nedbank Limited
Sponsor to SABMiller and ABI
Cazenove (South Africa) (Proprietary) Limited
Attorneys to OBI and SABMiller
Werksmans Inc. Barkers Inc.
Tax advisers to OBI and SABMiller
Webber Wentzel Bowens
Investment bank and independent adviser to ABI
Standard Bank
Attorneys to ABI
Routledge Modise Moss Morris
Reporting accountants and auditors to ABI
Ernst & Young
This announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to purchase or subscribe for, any shares or other
securities or a solicitation of any vote or approval in any jurisdiction in
which such offer or solicitation would be unlawful.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about, and observe, such restrictions. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.
