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SABMiller launches cash offer for Harbin Brewery

24 May 2004

SABMiller plc, one of the world’s largest brewers, today launched its offer document, urging Harbin Brewery shareholders to accept its offer of HK$4.30 per share and making clear SABMiller’s intent to deliver a positive future for Harbin Brewery under SABMiller majority ownership.

Mr. Graham Mackay, SABMiller’s Chief Executive, commented: “Our offer represents outstanding and certain value for current Harbin Brewery shareholders and delivers unique benefits to Harbin Brewery through co-operation with our existing operations in China. SABMiller will ensure a positive future for Harbin Brewery’s brands, breweries and employees whilst maintaining its strong identity and heritage. We will ensure Harbin Brewery’s continued growth as a powerful force in the Chinese brewing sector and we believe it is in the best interests of Harbin Brewery and its current shareholders to accept our offer.”

SABMiller’s offer of HK$4.30 per share values Harbin Brewery shares:

  • Higher than any closing price of the shares since IPO and prior to the announcement of the SABMiller offer, and at a 65% premium to the average price during that period;
  • At about 38 times Harbin Brewery’s 2003 earnings; and
  • At over four times its 2003 net asset value.

Majority ownership of Harbin Brewery offers a compelling and unique strategic fit with SABMiller’s existing joint venture operation, China Resources Breweries, in North East China, where significant geographical overlap already exists. These opportunities are only available to SABMiller and to no other potential majority shareholder.

With majority ownership of Harbin Brewery, SABMiller will:

  • Develop Harbin Brewery’s strong brands to complement our own in building a powerful national portfolio of brands in China;
  • Improve the quality and efficiency of the distribution system by using our increased scale;
  • Maximise the brewing capacity utilisation of China Resources Breweries and Harbin Brewery to ensure that product is brewed closer to the customer, ensuring greater choice and higher quality; and
  • Implement the tried and tested international SABMiller performance management systems.

It is SABMiller’s intention over time to align the Harbin Brewery business with that of China Resources Breweries. Any changes made to the current structure will be designed to protect the unique heritage of Harbin Brewery, its brands, breweries, employees and other interested parties. SABMiller strongly believes that it can improve the operating environment in North East China without job losses in either business.

In 10 years of successfully operating in China in close partnership with local management teams and employees, SABMiller’s operations have delivered competitive and performance advantages without ever having to close a major functioning brewery or to undertake major headcount rationalization. SABMiller fully intends to apply these principles to support the further development of Harbin Brewery.

“Since 1994, together with China Resources Enterprise, SABMiller has built China’s second largest brewing group, and this offer for Harbin Brewery is further evidence of SABMiller’s long-standing commitment to continued success in China. China Resources Enterprise is fully supportive of SABMiller’s offer for Harbin Brewery shares,” Mr. Mackay said.

SABMiller believes that an independent Harbin Brewery is unlikely to deliver more value for shareholders, and that unless Harbin Brewery becomes a member of the SABMiller Group, it will be denied a combined strategy for dealing with the competitive pressures which have affected its margins and profit growth in the past. On an ongoing basis, an independent Harbin Brewery would have fewer resources to invest in future growth. These factors, taken together with the price at which the shares in Harbin Brewery traded before the announcement of SABMiller’s offer, suggest that the shares may fall below SABMiller’s offer price in the event that this offer is not accepted.

Anglo Chinese and ABN AMRO are the financial advisers to SABMiller for this offer.

Key Dates
Offer document dispatch 24 May 2004
Closing date 21 June 2004
Payment date 2 July 2004

For more information, please contact:

SABMiller
Sue Clark +44 7850 285 471 (Hong Kong)
Gary Leibowitz +44 7717 428 540 (UK office)
Nigel Fairbrass +44 7799 894 265 (Hong Kong – mobile)

Burson-Marsteller
Stephen Thomas +852 2963 6705, +852 6194 9013
Cecile Kung +852 2963 6736, +852 9255 7411

About SABMiller
SABMiller plc is one of the world’s largest brewers, with major brewing and distribution operations in America, Africa, Europe and Asia and 2003/4 lager volumes of approximately 138 million hectolitres. It has a brewing presence in over 40 countries across four continents and a portfolio of strong brands and leading market shares in many of the countries in which it has brewing operations. Outside the United States, SABMiller is one of the largest bottlers of Coca Cola products in the world. The company is listed on both the London and the Johannesburg stock exchanges. SABMiller, through its joint venture in China, China Resources Breweries, operates 30 breweries in 9 provinces in China with total volumes of over 27 million hectolitres in the year ended 31 March 2004. It entered the China market in 1994 and is one of the few profitable foreign brewers operating in China.

* * *
Note: further information about the Offer is set out in SABMiller’s Offer Document.
* * *

In accordance with normal Hong Kong market practice and subject to applicable regulatory requirements, the Offeror or SABMiller or their affiliates or nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. These purchases, or arrangements to purchase, shall comply with applicable rules in Hong Kong, including the Takeovers Code and the rules of the Stock Exchange and applicable United States securities laws (except to the extent of any exemptive relief granted by the United States Securities and Exchange Commission). Any information about such purchases will be disclosed as required in Hong Kong (in accordance with applicable regulatory requirements, including the Takeovers Code) and communicated in the United States in accordance with and under applicable regulatory requirements (including applicable United States securities laws).

This press release contains statements about Harbin Brewery, the Offeror, and the SABMiller Group that are or may be forward looking statements. All statements other than statements of historical facts included in this Press release may be forward looking statements. Any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates" or similar expressions or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Harbin Brewery's or the Offeror's or the SABMiller Group's operations; and (iii) the effects of government regulation on Harbin Brewery's or the Offeror's business.

These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future All subsequent oral or written forward looking statements attributable to the Offeror or SABMiller or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Except as required by law, the Offeror does not intend to update these forward looking statements, even though the affairs of the SABMiller Group will change from time to time.

The directors of SABMiller and the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this press release, except in relation to information on Harbin Brewery, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this press release have been arrived at after due and careful consideration and there are no other facts not contained in this press release, the omission of which would make any statement in this press release, except in relation to information on Harbin Brewery, misleading.

The information on Harbin Brewery in this press release has been extracted from or based on public sources including, amongst others, the published annual report of Harbin Brewery for the year ended 31st December, 2003. Information on the prices of shares, and audited financial information has been extracted from public sources. The directors of SABMiller and the Offeror jointly and severally take full responsibility for the correct and fair reproduction or presentation of such information and confirm that such extraction is not misleading, but accept no further responsibility in respect of such information.

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