21st Feb 2008 07:45
SABMiller PLC21 February 2008 This is a joint press release of SABMiller plc, SABMiller Netherlands B.V. andKoninklijke Grolsch N.V. ("Grolsch") pursuant to the provisions of section 17paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbarebiedingen Wft) and in accordance with Euronext Notice 2004-41. This pressrelease is not for release, publication or distribution, in whole or in part, inor into the United States, Canada, Australia or Japan. This press release andrelated 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 SHARESPURCHASED BY SABMILLER NETHERLANDS B.V.; SABMILLER PLC TO CONSOLIDATEKONINKLIJKE 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 andoutstanding (depositary receipts for) ordinary shares with a nominal value ofEUR 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 indirectlywholly-owned subsidiary of SABMiller (the "Offeror"), and Grolsch hereby jointlyannounce that 150,100 Shares representing approximately 0.89% of the Shares,have been tendered in the post acceptance period (na-aanmeldingstermijn) thatended 20 February 2008 at 15:00 hours, Amsterdam time. Together with the Sharesacquired by SABMiller and the Offeror on or prior to the settlement of the Offeron 12 February 2008 and the Shares acquired in ordinary stock exchange tradingon Euronext Amsterdam until 20 February 2008, SABMiller and the Offeror hold16,829,579 Shares representing approximately 99.46% of the Shares in the capitalof Grolsch. The public offer process has now been completed. SABMiller willconsolidate Grolsch in its accounts as from 12 February 2008. With reference to the offer memorandum dated 7 January 2008 (the "OfferMemorandum"), payment of the offer price of EUR 48.25 for each Share validlytendered (or defectively tendered provided that such defect has been waived bythe Offeror) during the post-acceptance period and delivered (geleverd) on theterms and subject to the conditions and restrictions of the Offer as describedin 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 beterminated in consultation with Euronext Amsterdam N.V. on 20 March 2008. Thelast 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 code35479, ISIN: NL0000354793. The Offeror will initiate principally a takeover buy-out procedure in accordancewith section 2:359c of the Dutch Civil Code and alternatively a squeeze-outprocedure in accordance with section 2:92a of the Dutch Civil Code in order toacquire all remaining Shares. The squeeze-out or takeover buy-out procedure willbe initiated as soon as practicable. Overview of SABMiller SABMiller is one of the world's largest brewers with brewing interests ordistribution agreements in over 60 countries across six continents. The group'sbrands include premium international beers such as Miller Genuine Draft, PeroniNastro Azzurro and Pilsner Urquell, as well as an exceptional range of marketleading local brands. Outside the USA, SABMiller is also one of the largestbottlers 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 $18,620million. 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. Thefocal point of Grolsch's commercial activities lie in the Netherlands, Grolsch'shistoric home market. However, important international markets for Grolschinclude the United Kingdom, the United States of America, Canada, France,Australia and New Zealand. Grolsch is focused on targeting the premium segmentwith the Grolsch brand as its main product. In the year to 31 December, 2006, Grolsch reported turnover of €317.6 millionand net profit of €19.2 million. Total worldwide sales volumes were 3.2 millionhectoliters (hls), comprising 1.6 million hls of domestic volumes in theNetherlands, and 1.6 million of international volumes. Grolsch has approximatelya 15% market share in the Netherlands, where it operates from one brewery inEnschede. Its main domestic brands include Grolsch Premium Pilsner, whichrepresents approximately 90% of total volumes in the Netherlands. Grolschachieves approximately 80% of its international sales volumes in the UK, theUnited States, Canada, France, Australia and New Zealand through a network ofalliances. 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 indicatingtrends, such as "anticipated" and "expected". Although the Companies believethat the assumptions upon which their respective financial information and theirrespective forward-looking statements are based are reasonable, they can give noassurance that these assumptions will prove to be correct. Important factorsthat could cause actual results to differ materially from the Companies'projections and expectations are disclosed in Grolsch's annual report for theyear ended 31 December 2006 and in other documents which are available onGrolsch's website at www.koninklijkegrolsch.nl and in SABMiller's annual reportand accounts for the year ended 31 March 2007 and in other documents which areavailable on SABMiller's website at www.SABMiller.com. These factors include,among others, changes in consumer preferences and product trends; pricediscounting by major competitors; failure to realize anticipated results fromsynergy initiatives; failure to obtain regulatory consents or other third partyapprovals; and increases in costs generally. All forward-looking statements inthis press release are expressly qualified by such cautionary statements and byreference to the underlying assumptions. Neither SABMiller nor Grolschundertakes to update forward-looking statements relating to their respectivebusinesses, whether as a result of new information, future events or otherwise.Neither SABMiller nor Grolsch accepts any responsibility for any financialinformation contained in this press release relating to the business oroperations or results or financial condition of the other or their respectivegroups. ____________________________________________________________________________ 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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