Carlsberg notes the announcement earlier today by S&N of its initiation of arbitration proceedings with respect to alleged breaches of the BBH Shareholders’ Agreement (the “Agreement”).
Carlsberg further notes that the claim has been brought against Pripps-Ringnes Ab, a member of the Carlsberg Group, and not against Carlsberg A/S.
Carlsberg announced on 23 October 2007 that it believed the various claims made by S&N alleging certain breaches of the Agreement have no merit. Carlsberg and its legal advisers confirmed this in writing to S&N on 26 October 2007.
Carlsberg reconfirms its position having received unequivocal legal advice from the leading law firms Vinge in Sweden and Norton Rose in London that there is no foundation to S&N’s misguided claims. S&N shareholders should also be aware that such arbitration proceedings in Sweden typically take in excess of 12 months to reach a final conclusion. Furthermore, Carlsberg reserves its position with regards to a claim for material damages.
Commenting on S&N’s announcement, Jørgen Buhl Rasmussen, CEO of Carlsberg said:
"S&N’s legal claims are spurious, without merit and a distraction to advancing discussions on the 720p proposal the Consortium made to S&N on 25 October.”
Public relations advisers to the Consortium
Finsbury Group Tel: +44 20 7251 3801
Jens Peter Skaarup (Danish Media) Tel: +45 3327 1417
Mikael Bo Larsen (Investor Relations) Tel: +45 3327 1223
Financial adviser and Corporate Broker
to the Consortium and to Carlsberg:
Lehman Brothers Tel: +44 20 7102 1000
Ed Matthews (Corporate Broking)
Lehman Brothers Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and corporate broker to the Consortium and Carlsberg and no one else in connection with the possible offer referred to in this announcement and will not be responsible to anyone other than the Consortium and Carlsberg for providing the protections afforded to clients of Lehman Brothers Europe Limited nor for providing advice in relation to this announcement or any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Scottish & Newcastle plc, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Scottish & Newcastle plc, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Scottish & Newcastle plc by Carlsberg or S&N, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
This announcement is not intended to and does not constitute or form part of an offer or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction.