7th Jan 2008 07:45
SABMiller PLC07 January 2008 This is a joint announcement of SABMiller plc ("SABMiller"), SABMillerNetherlands B.V. (the "Offeror") and Koninklijke Grolsch N.V. ("Grolsch") whichis required pursuant to the provisions of section 10 paragraph 3 and section 18paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbarebiedingen Wft) (the "Decree") in connection with the recommended public offer bySABMiller and the Offeror for all issued and outstanding (depositary receiptsfor) ordinary shares in the capital of Grolsch. This announcement is not forrelease, publication or distribution, in whole or in part, in or into the UnitedStates, Canada, Australia or Japan. This announcement and related materials donot constitute an offer for (depository receipts of) shares in Grolsch. Anyoffer will be made only by means of the Offer Memorandum as defined below. 7 January 2008 RECOMMENDED CASH OFFER BY SABMILLER PLC AND SABMILLER NETHERLANDS B.V. FOR ALLTHE ISSUED AND OUTSTANDING (DEPOSITARY RECEIPTS FOR) ORDINARY SHARES WITH ANOMINAL VALUE OF EUR 1.00 EACH IN THE CAPITAL OF KONINKLIJKE GROLSCH N.V. With reference to the press releases of 19 November 2007 and 14 December 2007,SABMiller plc ("SABMiller"), SABMiller Netherlands B.V., an indirectlywholly-owned subsidiary of SABMiller (the "Offeror"), and Koninklijke GrolschN.V. ("Grolsch") hereby jointly announce that SABMiller and the Offeror aremaking a recommended public cash offer for all of the issued and outstanding(depositary receipts for) ordinary shares with a nominal value of EUR 1.00 each(the "Shares"; holders of such Shares being referred to as "Shareholders") inthe capital of Grolsch (the "Offer"). Highlights • The Offer is a cash offer for all the issued and outstanding (depositaryreceipts for) ordinary shares in the capital of Grolsch of EUR 48.25 per Share. • The acceptance period commences at 9:00 hours, Amsterdam time on 8 January2008 and will end at 15:00 hours Amsterdam time on 5 February 2008, unlessextended. • Grolsch will convene an extraordinary general meeting of shareholders to beheld on 28 January 2008 during which the Offer will be discussed. • The supervisory board of Grolsch and the management board of Grolschunanimously support the Offer and recommend the Offer to all Shareholders foracceptance. • The Offer shall be subject to the fulfilment of the offer conditions as setout in the Offer Memorandum, including, but not limited to, the condition thaton the acceptance closing date the number of tendered, owned and committedShares represents at least 75% of all issued Shares. The Offer The Offeror is making the Offer, subject to the terms and restrictions containedin the offer memorandum dated 7 January 2008 (the "Offer Memorandum"). The OfferMemorandum will be available as of today. Shareholders should refer to the OfferMemorandum for all terms of, and conditions and restrictions to the Offer. Shareholders tendering their Shares under the Offer will be paid, under theterms and subject to the conditions and restrictions contained in the OfferMemorandum, in consideration of each Share validly tendered (or defectivelytendered provided that such defect has been waived by the Offeror) and delivered(geleverd) a cash amount of EUR 48.25 (which includes any dividend or otherdistribution on the Shares that may be declared prior to the Settlement Dateand, consequently, the offer price will be decreased to reflect such declarationof dividend or other distribution, if any, prior to the Settlement Date) (the "Offer Price"). Recommendation of the Boards The supervisory board of Grolsch (the "Supervisory Board") and the managementboard of Grolsch (the "Management Board"), after having received extensive legaland financial advice and having given due and careful consideration to thestrategic, financial and social aspects and consequences of the proposedtransaction and having extensively reviewed other alternatives available toGrolsch (including a stand alone scenario and a potential third partytransaction), have reached the conclusion that the Offer is in the bestinterests of the Grolsch Group, the Shareholders and all other stakeholders ofGrolsch. The Supervisory Board and the Management Board are of the opinion that the pricebeing offered per Share and the other terms of the Offer are reasonable and fairto the Shareholders. The Supervisory Board and the Management Board thereforesupport the Offer and unanimously recommend the Offer to the Shareholders foracceptance. Extraordinary General Meeting of Shareholders On 28 January 2008 at 14:00 hours, Amsterdam time, at Brouwerslaan 1, Enschede,the Netherlands, an extraordinary general meeting of Shareholders will beconvened, during which among others the Offer will be explained and discussed incompliance with the provisions of article 18, paragraph 1 of the Decree. A position statement providing further information to its Shareholders asrequired pursuant to article 18 paragraph 2 of the Decree (the "PositionStatement") and the agenda for the extraordinary general meeting of Shareholders(including notes and other related documents) will be made available by Grolschas of 7 January 2008 and as further described below. Works council Grolsche Bierbrouwerij Nederland B.V. The works council of Grolsche Bierbrouwerij Nederland B.V. has rendered apositive advice with regard to the Offer. Committed and Owned Shares The NBC Trust (on its own behalf and on behalf of certain holders of TrustDepositary Receipts) has executed an irrevocable undertaking pursuant to whichsuch holders irrevocably agree, subject to the terms and conditions of theirrevocable undertaking, to (i) convert the Trust Depositary Receipts held bythem to Listed Depositary Receipts and (ii) accept the Offer in respect of allShares held by them, during the Acceptance Period and pursuant to which the NBCTrust irrevocably agrees to cooperate with such conversion and acceptance (the"Irrevocable Undertaking"). The Irrevocable Undertaking contains certaincustomary undertakings and conditions including that the committed Shareholderswill only tender their Shares to a third-party offeror, if and when suchthird-party offeror offers a price which is at least 7.5% above the Offer Price(a "Superior Offer"). In the event of a Superior Offer, the Offeror may reviseits Offer in order to match the Superior Offer. The Irrevocable Undertaking in total relates to an aggregate number of committedShares of 6,302,986 or approximately 37.2% of all issued Shares at the date ofthe Offer Memorandum. Acceptance Period The acceptance period (the "Acceptance Period") under the Offer begins at 9:00hours, Amsterdam time, on 8 January 2008 and ends at 15:00 hours, Amsterdamtime, on 5 February 2008, unless extended (the "Acceptance Closing Date").Acceptance under the Offer must be made in the manner specified in the OfferMemorandum. Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn,subject to the right of withdrawal of any tender during any extension of theAcceptance Period in accordance with the provisions of article 15, paragraph 3of the Decree. Acceptance by Shareholders The Shares consist of (i) the Listed Depositary Receipts, (ii) Trust DepositaryReceipts and (iii) Remaining Shares as set out and defined in the OfferMemorandum. Holders of Listed Depositary Receipts which Listed Depositary Receipts are heldthrough an Admitted Institution are requested to make their acceptance known viatheir bank or stockbroker no later than 15:00 hours, Amsterdam time on 5February 2008, unless the Acceptance Period is extended. The relevant bank orstockbroker may set an earlier deadline for communication by holders of suchListed Depositary Receipts in order to permit the bank or stockbroker tocommunicate their acceptances to the Exchange Agent in a timely manner. Insubmitting the acceptance, the Admitted Institutions are required to declarethat (i) they have tendered the Listed Depositary Receipts in theiradministration, (ii) each Shareholder who accepts the Offer irrevocablyrepresents and warrants that the Listed Depositary Receipts tendered by him arebeing tendered in compliance with the restrictions as set out in Section 1(Restrictions and import information) of the Offer Memorandum and (iii) theyundertake to transfer these Listed Depositary Receipts to the Offeror on theSettlement Date, provided that the Offer has been declared unconditional(gestand is gedaan). Holders of Remaining Shares who wish to accept the Offer in respect of suchRemaining Shares must deliver a completed and signed acceptance form to theExchange Agent. In accordance with the terms and conditions of the Offer, theacceptance forms must be received by the Exchange Agent, not later than 15:00hours, Amsterdam time on 5 February 2008, unless the Acceptance Period isextended. The acceptance forms are available upon request from Grolsch (attn.Investor Relations, P.O. Box 55, 7500 AB, Enschede, the Netherlands, fax +31 (0)53 483 3114, email: [email protected]) and the Exchange Agent. Theacceptance form will also serve as a deed of transfer (akte van levering) withrespect to the Remaining Shares referenced therein. The NBC Trust has notified the holders of Trust Depositary Receipts in whichmanner and under which conditions they can instruct the NBC Trust to convert theTrust Depositary Receipts held by them into Listed Depositary Receipts andsubsequently to perform the necessary acts to validly tender and deliver suchListed Depositary Receipts held by them to the Offeror. Extension The Offeror may extend the Offer past the Acceptance Closing Date once, for aperiod of at least two weeks and for a maximum of four weeks. If the AcceptancePeriod is extended, the Offeror will make a public announcement to that effectnot later than 15:00 hours, Amsterdam time on the third Business Day followingthe Acceptance Closing Date in accordance with the provisions of article 15,paragraph 2 of the Decree. During such extension of the Acceptance Period, anyShares previously tendered and not withdrawn will remain subject to the Offer. Declaring the Offer Unconditional (gestanddoening) The Offer shall be subject to the fulfilment of the offer conditions as set outin section 6.2 of the Offer Memorandum (the "Offer Conditions"), including, butnot limited to, the condition that on the Acceptance Closing Date the number ofTendered, Owned and Committed Shares (as defined in the Offer Memorandum)represents at least 75% of all issued Shares. The Offeror reserves the right towaive certain Offer Conditions if permitted by law. A waiver by the Offeror ofthe Offer Condition under Section 6.2(a) requires the prior express writtenapproval of the Management Board and Supervisory Board of Grolsch in the eventthat the number of Tendered, Owned and Committed Shares represents less than66.67% of all issued Shares (geplaatst kapitaal). No later than on the third Business Day following the Acceptance Closing Date,such date being the Unconditional Date, the Offeror will determine whether theOffer Conditions have been fulfilled or are to be waived. In addition, theOfferor will announce on the Unconditional Date, in accordance with Article 16,paragraph 1 of the Decree, whether (i) the Offer has been declaredunconditional, (ii) the Offer will be extended in accordance with Article 15 ofthe Decree, or (iii) the Offer is terminated as a result of the Offer Conditionsnot having been fulfilled or waived by the Offeror. Settlement In the event that the Offeror announces that the Offer is declared unconditional(gestand wordt gedaan), the Shareholders having tendered their Shares foracceptance will receive no later than on the fifth Business Day following theUnconditional Date (the "Settlement Date"), the Offer Price in respect of eachShare validly tendered (or defectively tendered provided that such defect hasbeen waived by the Offeror) and delivered (geleverd) on the terms and subject tothe conditions and restrictions of the Offer. Post-acceptance period In the event that the Offeror announces that the Offer is declared unconditional(gestand wordt gedaan), the Offeror has the right to continue the Offer by wayof a post-acceptance period (na-aanmeldingstermijn). No later than on the thirdBusiness Day following the Unconditional Date, the Offeror may announce suchpost-acceptance period (na-aanmeldingstermijn) for the Offer for a maximumperiod of two weeks. During a post-acceptance period, Shareholders that have notyet tendered their Shares under the Offer will be given the opportunity to do soin the same manner and under the same conditions as set out in the OfferMemorandum all in accordance with Article 17 of the Decree. Liquidity and delisting The purchase of Listed Depositary Receipts (including Listed Depositary Receiptsconverted from Trust Depositary Receipts) by the Offeror pursuant to the Offer,among other things, will reduce the number of Shareholders and the number ofListed Depositary Receipts that might otherwise trade publicly and thusadversely affect the liquidity and market value of the Listed DepositaryReceipts not tendered. Subject to the Offer being declared unconditional and in the event that theOfferor has acquired 95% of the Listed Depositary Receipts, the listing of theListed Depositary Receipts on Euronext Amsterdam will be terminated as soon aspracticable after consultation with Euronext Amsterdam and in accordance withthe applicable listing rules. This would further adversely affect the liquidityand market value of any Listed Depositary Receipts not tendered. Announcements Announcements declaring whether the Offer is declared unconditional (gestandwordt gedaan) and announcements in relation to an extension of the AcceptancePeriod will be issued by press release and will be published in at least HetFinancieele Dagblad and NRC Handelsblad or any other newspaper nationallycirculated in the Netherlands and the Daily Official List (OfficielePrijscourant), as appropriate. Subject to any applicable requirements of theDecree and other applicable laws and without limiting the manner in which theOfferor may choose to make any public announcement, the Offeror will have noobligation to communicate any public announcement other than as described above. Offer Memorandum, Position Statement and further information This announcement contains selected, condensed information regarding the Offerand does not replace the Offer Memorandum and the Position Statement. Theinformation in this announcement is not complete and additional information iscontained in the Offer Memorandum and the Position Statement. Terms not definedherein shall have the meaning as set out in the Offer Memorandum. Shareholdersare advised to review the Offer Memorandum and the Position Statement in detailand to seek independent advice where appropriate in order to reach a reasonedjudgment in respect of the Offer and the content of the Offer Memorandum and thePosition Statement. Copies of the Offer Memorandum are available on the website of SABMiller (www.sabmiller.com) or Grolsch (www.koninklijkegrolsch.nl andwww.royalgrolsch.com). SABMiller's and Grolsch' websites do not constitute apart of, and are not incorporated by reference into the Offer Memorandum. Copiesof the Offer Memorandum are furthermore available free of charge at the officesof Grolsch and the Exchange Agent at the addresses mentioned below. Copies of the Position Statement, as well as copies of (i) the articles ofassociation of Grolsch and (ii) the annual financial statements (jaarrekeningen)of Grolsch for the financial year 2006, the financial year 2005 and thefinancial year 2004, as adopted by the general meeting of shareholders ofGrolsch, which documents under (i) and (ii) are incorporated by reference in,and form an integral part of, the Offer Memorandum and, as far as applicable,the Position Statement, are available free of charge at Grolsch' website:www.koninklijkegrolsch.nl and www.royalgrolsch.com and at the offices of Grolschand the Exchange Agent, and can be obtained by contacting Grolsch or theExchange Agent at the addresses below. SABMiller plc1 Stanhope GateLondon, W1K1AFUnited Kingdom SABMiller Netherlands B.V.Schouwburgplein 30-343012 CL, Rotterdamthe Netherlands Koninklijke Grolsch N.V.Brouwerslaan 17548 XA EnschedeThe NetherlandsP.O. Box 557500 AB EnschedeThe Netherlands The Exchange AgentABN AMRO Bank N.V.AS Exchange Agency MF 2020Kemelstede 24817 ST BredaThe NetherlandsP.O. Box 32004800 DE BredaThe NetherlandsTel: +3176579 9455Fax: +31 10264 4652Email: [email protected] Restrictions General Restrictions The Offer is not being made, and the Shares will not be accepted for purchasefrom or on behalf of any Shareholder, in any jurisdiction in which the making oracceptance thereof would not be in compliance with the securities or other lawsor regulations of such jurisdiction or would require any registration, approvalor filing with any regulatory authority not expressly contemplated by the termsof the Offer Memorandum. Persons obtaining the Offer Memorandum are required totake due note and observe all such restrictions and obtain any necessaryauthorisations, approvals or consents. Neither the Offeror, nor SABMiller, norany of their advisers accepts any liability for any violation by any person ofany such restriction. Any person (including, without limitation, custodians,nominees and trustees) who would or otherwise intend to forward the OfferMemorandum or any related document to any jurisdiction outside The Netherlandsshould carefully read Section 1 (Restrictions and Important Information) of theOffer Memorandum before taking any action. The distribution of the OfferMemorandum in jurisdictions other than The Netherlands may be restricted by lawand therefore persons into whose possession the Offer Memorandum comes shouldinform themselves about and observe such restrictions. Any failure to complywith any such restrictions may constitute a violation of the law of any suchjurisdiction. United States, Canada, Australia and Japan The Offer is not being made, directly or indirectly, in or into, or by use ofthe mailing systems of, or by any means or instrumentality (including, withoutlimitation, electronic mail, post, telephone, facsimile, telex or electronictransmission) of interstate or foreign commerce of, or of any facility of asecurities exchange of the U.S., Canada, Australia or Japan, and the Offercannot be accepted by any such use, means, instrumentality or facility or fromwithin the U.S., Canada, Australia or Japan. Accordingly, this Offer Memorandumand any related documents are not being and must not be mailed or otherwisedistributed or sent in or into the U.S., Canada, Australia or Japan or in theircapacities as such custodians, trustees, or nominees holding shares for U.S.,Canadian, Australian and Japanese persons and persons receiving such documents(including, without limitation, custodians, nominees and trustees) must notdistribute or send them into such jurisdictions and doing so will render invalidany relevant purported acceptance of the Offer. This Offer Memorandum has not been submitted to or reviewed by the U.S.Securities and Exchange Commission ("SEC") or any state securities commission inthe U.S. and neither the SEC nor any such state securities commission hasapproved or disapproved or determined whether this Offer Memorandum is truthfulor complete. Any representation to the contrary is a criminal offence in theU.S. 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 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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