Results of Extraordinary General Meeting on Miller transaction
1 July 2002
London and Johannesburg, 1 July 2002. South African Breweries plc (SAB) is pleased to announce that at the Extraordinary General Meeting, held today at 11.00am, all special resolutions (including a resolution for change of name to SABMiller plc) were duly passed on a show of hands. Proxy votes in favour, as shown to the meeting, recorded votes in excess of those required to approve the special resolutions in each case. The transaction remains conditional on certain matters including regulatory approval.
Graham Mackay, Chief Executive of SAB said: "We are looking forward to working closely with our new colleagues in the USA to further strengthen and develop our presence there. We will continue our strategy to develop our business in markets where we are established and seek value-adding investments where opportunities present themselves."
Notes to Editors
1. An announcement of SAB's agreement with Philip Morris Companies Inc to acquire Miller Brewing Company was made on 30 May 2002. A Circular and Notice of Meeting was posted to shareholders on 8th June 2002. SAB, subject to completion, will acquire 100% of the Miller Brewing Company, including existing net debt of US$2,000 million, from Philip Morris Companies Inc for a consideration of 430 million SAB shares.
2. The special resolutions at today's EGM were:
a. Resolution 1
i. The acquisition of Miller
ii. The adoption of a new employee share option scheme for predominantly US employees and certain amendments to the Company's existing share option schemes;
iii. Certain changes to the Articles of Association and authorised share capital of the Company, the conversion of certain ordinary shares into non-voting convertible shares, an increase in the authority of the Directors to allot relevant securities and the disapplication of statutory pre-emption rights and the change of the Company's name to "SABMiller plc"; and
iv. The granting of statutory authority to the Directors to allot shares in satisfaction of claims pursuant to the transaction agreement relating to Miller and the disapplication of the statutory pre-emption rights in connection with the allotment of such shares.
b. Resolution 2
i. The granting of statutory authority to the Directors to allot relevant securities in a placing otherwise than prorata to existing shareholders; and
ii. The disapplication of the statutory pre-emption rights in connection with the allotment of the placing of securities.
3. Upon completion, SABMiller plc will be a major force in the brewing and beverage industry worldwide. By volume it will be the world's second largest brewer, employing over 38,000 people across the globe in 111 breweries. The company will have a portfolio of strong brands in the majority of countries in which it has brewing operations and, in many markets, it also will have a leading market share. It will be the sixth largest bottler of Coca-Cola products in the world.
4. SABMiller plc will continue to be listed on both the London and the Johannesburg stock exchanges.
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