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Redemption of US$600,000,000 4.25% Guaranteed Convertible Bonds due 2006

9 December 2004

Ref: 32/04

London and Johannesburg, 9 December 2004. SABMiller plc (“SABMiller”) announces that its subsidiary, SAB Finance (Cayman Islands) Limited (the “Issuer”), is today exercising its right to call for the redemption of all of its US$600,000,000 4.25% Guaranteed Convertible Bonds due 10 August 2006 (the “Bonds”) remaining in issue.

The terms and conditions of the Bonds permit the Issuer to redeem all of the Bonds at their principal amount plus accrued and unpaid interest up to and including the date fixed for redemption, following the satisfaction of certain conditions. One of the conditions required that the closing middle market quotation for an SABMiller ordinary share be at least 130 per cent of the conversion price of £6.15 per share (being £7.995 per share) for 30 consecutive calendar days, at any time after 24 August 2004. This condition was satisfied on 8 December 2004, when the closing middle market quotation was £8.335 per share. All of the conditions having now been satisfied, the Issuer has today issued a notice to Bondholders informing them that it wishes to exercise its right to redeem all of the Bonds in issue.

The date fixed for redemption by the Issuer is 10 January 2005.

Bondholders may, up to the close of business on 29 December 2004, elect to convert their Bonds into SABMiller ordinary shares at the conversion price of £6.15 per share, which would, if converted, result in the issuance of 115.3203 SABMiller ordinary shares in respect of each US$1,000 principal amount of the Bond.

The Notice of Redemption, as delivered to the depository systems (DTC, Clearstream and Euroclear) for communication by them to the accountholders for whose benefit the Bonds are held, is set out in full below.

SAB FINANCE (CAYMAN ISLANDS) LIMITED
NOTICE OF REDEMPTION

US$600,000,000 4.25% Guaranteed Convertible Bonds due 2006 (the "Bonds") issued by SAB Finance (Cayman Islands) Limited (the "Issuer") and guaranteed by SABMiller plc (formerly South African Breweries plc) and SABMiller Finance BV (formerly South African Breweries International (Finance) BV)

Reg S: US$589,700,000 144A: US$10,300,000
ISIN: XS0132698407 ISIN: US783866AA44
Common Code: 13269840 CUSIP: 783866AA4

The Issuer gives notice to the Bondholders that:

  1. The conditions set out in Condition 8(b) of the Terms and Conditions of the Bonds for redemption at the Issuer's option having been satisfied, the Issuer has decided to redeem all outstanding Bonds pursuant to Condition 8(b) of the Terms and Conditions of the Bonds. The aggregate principal amount of the outstanding Bonds as at 8 December 2004 was US$598,834,000  and the closing price quoted for the Ordinary Shares as derived from the Daily Official List of the London Stock Exchange as at the close of business on 8 December 2004 was £8.335; 
  2. The Bonds will be redeemed for cash on 10 January 2005 (the "Redemption Date") at 100 per cent of their principal amount plus accrued and unpaid interest from the last Interest Payment Date (10 August 2004) to the Redemption Date, amounting to US$1,017.71 per US$1,000 in principal amount of Bonds;
  3. Bonds to be redeemed should be presented to and surrendered for redemption to the Registrar or to any of the Paying, Transfer, Conversion and Exchange Agents;
  4. Bondholders who wish to exercise their Conversion and Exchange Rights may do so until the close of business on 29 December 2004 by delivering the relevant Bond to the Registrar or any Paying, Transfer, Conversion and Exchange Agent during their normal business hours, accompanied by a completed and signed Conversion and Exchange Notice.  Conversion and Exchange Notices may be obtained from either of the Paying, Transfer, Conversion and Exchange Agents at their addresses set out below.  The Exchange Price is £6.15 per Ordinary Share;
  5. Subject to the surrender of the Bonds to the Registrar or any Paying, Transfer, Conversion and Exchange Agent, payment of redemption monies and/or accrued interest will be made by United States dollar cheque drawn on JP Morgan Chase Bank and, on the business day preceding the due date for payment, mailed to the holder of the relevant Bond at his address appearing in the Register; or, upon application by the holder to the Registrar or any Paying, Transfer, Conversion and Exchange Agent not less than 7 days before the due date for payment, by wire transfer to a United States dollar account maintained by the holder with a bank in New York City.
  6. On the exercise of Conversion and Exchange Rights, accrued and unpaid interest shall be paid from the last Interest Payment Date (10 August) to the relevant Conversion Date not later than 14 days after the relevant Conversion Date by US dollar cheque drawn on JP Morgan Chase Bank, or by transfer to, a US dollar account maintained with a branch of a bank in New York City in accordance with instructions given by the relevant Bondholder not less than 7 days before the due date for payment or, in the case of exercise of such rights by the Trustee, by the Trustee.
  7. In accordance with Clause 7(c) of the Terms & Conditions JP Morgan Chase Bank in its capacity as Trustee, may convert any Unexercised Bonds at their principal amount providing the conditions as set out in that Clause 7(c) are met.

Terms used in this notice shall have the same meaning as in the Trust Deed dated 10 August 2001, which constitutes the Bonds.

SAB Finance (Cayman Islands) Limited 9 December 2004
   
Registrar and Paying, Transfer, Conversion and
Exchange Agent (New York):
Paying, Transfer, Conversion and Exchange Agent (London):
JP Morgan Chase Bank, New York Branch JP Morgan Chase Bank, London Branch
4 New York Plaza Trinity Tower
15th Floor  9 Thomas More Street
New York London
NY10004 E1W 1YT
Contact: William Potes Contact: John Patten / Michael Lee
Tel: 1 212 623 5136 Tel: 44 (0) 1202 347936 / 1268

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 is 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$12,645million. SABMiller plc is listed on the London and Johannesburg stock exchanges.

SAB Finance (Cayman Islands) Limited

SAB Finance (Cayman Islands) Limited is a subsidiary of SABMiller plc incorporated in the Cayman Islands, established for the purpose of issuing the Convertible Bonds.

This news release is available on www.sabmiller.com

Enquiries:

SABMiller plc  
   
Gary Leibowitz Tel: + 44 20 7659 0119
Vice President, Investor relations Mob:+ 44 7717 428540
   
David McDowall Tel: + 44 20 7659 0194
Senior manager, Investor relations Mob:+ 44 7717 848755
   
Nigel Fairbrass Tel: + 44 20 7659 0105
Head of corporate communications Mob:+ 44 7799 894265

“This press release does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire ordinary shares in the capital of SABMiller plc (the "Company") or an inducement to enter into investment activity in any jurisdiction. This press release includes ‘forward-looking statements’. These statements contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning. All statements other than statements of historical facts included in this press release, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company’s products and services) are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this press release. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.”

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