Grolsch post acceptance and delisting
21 February 2008
This is a joint press release of SABMiller plc, SABMiller Netherlands B.V. and Koninklijke Grolsch N.V. ("Grolsch") pursuant to the provisions of section 17 paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) and in accordance with Euronext Notice 2004-41. 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 not constitute an offer for (depositary receipts for) ordinary shares in Grolsch.
99.46% OF THE ISSUED AND OUTSTANDING (DEPOSITORY RECEIPTS FOR) ORDINARY SHARES PURCHASED BY SABMILLER NETHERLANDS B.V.; SABMILLER PLC TO CONSOLIDATE KONINKLIJKE 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 and outstanding (depositary receipts for) ordinary shares with a nominal value of EUR 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 indirectly wholly-owned subsidiary of SABMiller (the "Offeror"), and Grolsch hereby jointly announce that 150,100 Shares representing approximately 0.89% of the Shares, have been tendered in the post acceptance period (na-aanmeldingstermijn) that ended 20 February 2008 at 15:00 hours, Amsterdam time. Together with the Shares acquired by SABMiller and the Offeror on or prior to the settlement of the Offer on 12 February 2008 and the Shares acquired in ordinary stock exchange trading on Euronext Amsterdam until 20 February 2008, SABMiller and the Offeror hold 16,829,579 Shares representing approximately 99.46% of the Shares in the capital of Grolsch. The public offer process has now been completed. SABMiller will consolidate Grolsch in its accounts as from 12 February 2008.
With reference to the offer memorandum dated 7 January 2008 (the "Offer Memorandum"), payment of the offer price of EUR 48.25 for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the post-acceptance period and delivered (geleverd) on the terms and subject to the conditions and restrictions of the Offer as described in 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 be terminated in consultation with Euronext Amsterdam N.V. on 20 March 2008. The last 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 code 35479, ISIN: NL0000354793.
The Offeror will initiate principally a takeover buy-out procedure in accordance with section 2:359c of the Dutch Civil Code and alternatively a squeeze-out procedure in accordance with section 2:92a of the Dutch Civil Code in order to acquire all remaining Shares. The squeeze-out or takeover buy-out procedure will be initiated as soon as practicable.
Overview of SABMiller
SABMiller is one of the world’s largest brewers with brewing interests or distribution agreements in over 60 countries across six continents. The group’s brands include premium international beers such as Miller Genuine Draft, Peroni Nastro Azzurro and Pilsner Urquell, as well as an exceptional range of market leading local brands. Outside the USA, SABMiller is also one of the largest bottlers 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 $18,620 million. 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. The focal point of Grolsch’s commercial activities lie in the Netherlands, Grolsch’s historic home market. However, important international markets for Grolsch include the United Kingdom, the United States of America, Canada, France, Australia and New Zealand. Grolsch is focused on targeting the premium segment with the Grolsch brand as its main product.
In the year to 31 December, 2006, Grolsch reported turnover of €317.6 million and net profit of €19.2 million. Total worldwide sales volumes were 3.2 million hectoliters (hls), comprising 1.6 million hls of domestic volumes in the Netherlands, and 1.6 million of international volumes. Grolsch has approximately a 15% market share in the Netherlands, where it operates from one brewery in Enschede. Its main domestic brands include Grolsch Premium Pilsner, which represents approximately 90% of total volumes in the Netherlands. Grolsch achieves approximately 80% of its international sales volumes in the UK, the United States, Canada, France, Australia and New Zealand through a network of alliances.
This announcement includes “forward-looking statements” and language indicating trends, such as “anticipated” and “expected”. Although the Companies believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Companies’ projections and expectations are disclosed in Grolsch’s annual report for the year ended 31 December 2006 and in other documents which are available on Grolsch’s website at www.koninklijkegrolsch.nl and in SABMiller’s annual report and accounts for the year ended 31 March 2007 and in other documents which are available on SABMiller’s website at www.sabmiller.com. These factors include, among others, changes in consumer preferences and product trends; price discounting by major competitors; failure to realize anticipated results from synergy initiatives; failure to obtain regulatory consents or other third party approvals; and increases in costs generally. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Neither SABMiller nor Grolsch undertakes to update forward-looking statements relating to their respective businesses, whether as a result of new information, future events or otherwise. Neither SABMiller nor Grolsch accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.
Tel: +44 20 7659 0100
Director of Corporate Affairs
Mob: +44 7850 285471
Senior Vice President, Investor Relations
Mob: +44 7717 428540
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