Heineken N.V. ("Heineken") and Carlsberg A/S ("Carlsberg") Consortium
Urges S&N to Engage
Amsterdam, 31 October 2007 - Heineken and Carlsberg (the
"Consortium") note the announcement earlier today by Scottish and
Newcastle plc ("S&N") of its initiation of arbitration proceedings
with respect to alleged breaches by Carlsberg of the BBH
Shareholders' Agreement.
The Consortium also notes that Carlsberg has squarely refuted these
claims in its response.
Rather than pursuing this legal distraction, the Consortium urges the
Board of S&N to engage with the Consortium with a view to progressing
its proposal which is aimed at delivering certain cash value to S&N
shareholders.
The Consortium continues to believe its proposal at 720p per share in
cash represents a compelling and deliverable proposition for S&N
shareholders at a value that is significantly in excess of the
standalone independent value of S&N.
Press enquiries
Véronique Schyns
Tel: +31 (0)20 5239 355
veronique.schyns@heineken.com
Investor and analyst enquiries
Jan van de Merbel
Tel: +31 (0)20 5239 590
investors@heineken.com
Financial adviser and Corporate Broker to the Consortium and to
Heineken
Credit Suisse
Bertrand Facon
Stuart Upcraft
James Leigh Pemberton (Corporate Broking)
Tel: +44 20 7888 8888
Lehman Brothers Europe Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively as financial adviser and corporate broker to the
Consortium and Carlsberg and no one else in connection with the
possible offer referred to in this announcement and will not be
responsible to anyone other than the Consortium and Carlsberg for
providing the protections afforded to clients of Lehman Brothers
Europe Limited nor for providing advice in relation to this
announcement or any matter referred to herein.
Credit Suisse, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for the Consortium and
Heineken and no one else in connection with the possible offer and
will not be responsible to anyone other than the Consortium and
Heineken for providing the protections afforded to clients of Credit
Suisse nor for providing advice in relation to this announcement or
any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"),
if any person is, or becomes, "interested" (directly or indirectly)
in 1% or more of any class of "relevant securities" of Scottish &
Newcastle plc, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 pm (London time) on the
London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer
becomes, or is declared, unconditional as to acceptances, lapses or
is otherwise withdrawn or on which the "offer period" otherwise ends.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Scottish & Newcastle plc, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of Scottish & Newcastle plc by Carlsberg or
Heineken or S&N, or by any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number
of such securities in issue, can be found on the Takeover Panel's
website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as
having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel.
