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Offer for ABI declared unconditional

1 December 2004

Ref: 31/04

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

SABMiller plc is pleased to announce that all the conditions relating to its offer to acquire those shares it does not already own in its South African soft drinks subsidiary, ABI, have been fulfilled.

Settlement of the offer consideration will take place on 13 December 2004 and ABI’s listing on the JSE will be terminated on 14 December 2004.

A joint announcement by SABMiller and ABI relating to the above, is available on the JSE Securities Exchange News Service (SENS) and the SABMiller website, www.sabmiller.com.

Ends

Notes to editors:
SABMiller plc

SABMiller plc is one of the world’s largest brewers, with 2003/04 lager sales volumes in excess of 137 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 USA, SABMiller plc is one of the largest bottlers of Coca-Cola products in the world.

In the year ended 31 March 2004, the group generated US$1,391million pre-tax profit from a turnover of US$12,645 million.  SABMiller plc is listed on the London and Johannesburg stock exchanges.

Amalgamated Beverage Industries Limited

Amalgamated Beverage Industries Limited (ABI) is the leading soft drink business in the SABMiller plc group of companies.  ABI remains one of the largest producers and trade marketers of The Coca-Cola Company brands in the southern Africa region.  The company’s core skills lie in the manufacture, trade marketing, sales and distribution of a variety of the world’s leading soft drink brands, including carbonated soft drinks, sports and energy drinks, bottled water and fruit juices. The company was established in 1967 as a result of agreements between the Coca-Cola Export Corporation of the US, Cadbury Schweppes (SA) Ltd and South African Breweries Ltd.  It became a public company in 1987 and listed on the Johannesburg Securities Exchange in 1989.This announcement does not constitute an offer to sell or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions.

This announcement contains statements about Amalgamated Beverages Industries Limited (‘ABI’), SABMiller plc (‘SABMiller’) and members of the SABMiller group (together with SABMiller, the "SABMiller Group") that are or may be forward looking statements.  All statements other than statements of historical facts included in this announcement 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 ABI's or the SABMiller Group's operations; and (iii) the effects of government regulation on ABI's or the SABMiller Group'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 ABI or any member of the SABMiller Group or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  ABI and the SABMiller Group expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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