14th Dec 2007 16:45
SABMiller PLC14 December 2007 SABMILLER PLC'S INTENDED PUBLIC OFFER FOR KONINKLIJKE GROLSCH N.V. - OFFER MEMORANDUM TO BE SUBMITTED TO AFM FOR APPROVAL This is a joint press release by SABMiller plc ("SABMiller") and KoninklijkeGrolsch N.V. ("Grolsch") pursuant to the provisions of Section 7 paragraph 1 andparagraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbarebiedingen Wft, the "Decree"). This announcement is not for release, publicationor distribution, in whole or in part, in or into the United States, Canada,Australia, Japan or Italy. This announcement and related materials do notconstitute an offer for (depository receipts of) shares in Grolsch (the"Shares"). With reference to the joint press release of 19 November 2007 in which SABMillerand Grolsch announced that they had reached conditional agreement regarding therecommended public cash offer by SABMiller for all outstanding Shares of Grolschat an offer price of €48.25 per Share (the "Offer"), SABMiller and Grolschherewith jointly announce that they will submit a request for approval of theoffer memorandum in respect of the Offer (the "Offer Memorandum") to the DutchAuthority for the Financial Markets (Autoriteit Financiele Markten, "AFM") inthe week of 17 December 2007. With reference to Section 7 paragraph 4 of the Decree, SABMiller announces thatit will finance the Offer through financial resources available to the SABMillerGroup, which include cash, committed facilities and its Commercial PaperProgramme. In its most recent annual report for the year ended March 31, 2007, SABMillerhad total shareholders' equity of US$14,406 million, cash and cash equivalentinvestments of US$481 million and US$3,426 million in undrawn committedborrowing facilities. At 30 September 2007, the date of its interim results,SABMiller had total shareholders' equity of US$15.580 million and cash and cashequivalent investments of US$269 million. SABMiller's annual report and interim results report are available on itswebsite, www.sabmiller.com. The Offer Memorandum is expected to be published in early January 2008. Overview of SABMiller SABMiller plc 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 plc 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 plc 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 Grolsch N.V., visit the company's website:www.koninklijkegrolsch.nl. This announcement is for information purposes only and does not constitute anoffer or an invitation to acquire or dispose of any securities or investmentadvice or an inducement to enter into investment activity. This announcementdoes not constitute an offer to sell or issue or the solicitation of an offer tobuy or acquire the securities of SABMiller or Grolsch (the "Companies") in anyjurisdiction. The distribution of this announcement may be restricted by law. Persons intowhose possession this announcement comes are required by the Companies to informthemselves about and to observe any such restrictions. Forward-Looking Statements This press release 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 Fiona Antcliffe (Brunswick Group LLP) Mob: +44 7974 982546 Koninklijke Grolsch N.V. Tel: +31-53-48 33 176 Debbie de Wageneer (Head of Corporate Communications) Mob: +31-6-53418625 This public announcement is available on the SABMiller plc website atwww.sabmiller.com and on the website of Koninklijke Grolsch N.V. atwww.koninklijkegrolsch.nl. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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