6th Feb 2008 07:45
SABMiller PLC06 February 2008 This is a joint press release of SABMiller plc, SABMiller Netherlands B.V. andKoninklijke Grolsch N.V. ("Grolsch") which is required pursuant to theprovisions of section 16 paragraph 1 of the Dutch Decree on Public Takeover Bids(Besluit openbare biedingen Wft). 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 notconstitute an offer for (depository receipts for) ordinary shares in Grolsch. 6 February 2008 SABMILLER PLC AND SABMILLER NETHERLANDS B.V. DECLARE THE PUBLIC OFFER FOR ALLISSUED AND OUTSTANDING (DEPOSITARY RECEIPTS FOR) ORDINARY SHARES IN THE CAPITALOF KONINKLIJKE GROLSCH N.V. UNCONDITIONAL With reference to the joint press releases of 19 November 2007, 14 December 2007and 7 January 2008, SABMiller plc ("SABMiller"), SABMiller Netherlands B.V., anindirectly wholly-owned subsidiary of SABMiller (the "Offeror"), and KoninklijkeGrolsch N.V. ("Grolsch") hereby jointly announce that all Offer Conditions havebeen satisfied or waived and that SABMiller and the Offeror declare therecommended public cash offer for all of the issued and outstanding (depositaryreceipts for) ordinary shares with a nominal value of EUR 1.00 each (the "Shares"; holders of such Shares being referred to as "Shareholders") in the capital ofGrolsch (the "Offer") unconditional (gestand doen). Settlement of the Offer isexpected to take place on 12 February 2008. Acceptances 13,519,064 Shares have been tendered for acceptance under the Offer during theacceptance period that ended at 15:00 hours, Amsterdam time on Tuesday 5February 2008 (the "Acceptance Closing Date"). The Shares tendered foracceptance under the Offer represent 79.89% of the issued and outstandingcapital of Grolsch and, based on the Offer Price, have an aggregate value of EUR652,294,838. The Shares tendered in the Offer together with the Shares held or purchased bySABMiller and the Offeror for their own account at the Acceptance Closing Date(approximately 14.76%) amount to a total of 16,016,169 Shares, which represent94.65% of the issued and outstanding capital of Grolsch. Settlement 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) and delivered (geleverd) on the terms and subject to the conditionsand restrictions of the Offer as described in the Offer Memorandum is expectedto take place on 12 February 2008. 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, 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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