Scottish & Newcastle plc ("S&N" or the "Company") and Carlsberg A/S ("Carlsberg") and Heineken N.V. ("Heineken") (together the "Consortium"), confirm that they have entered into discussions in relation to a possible recommended offer for S&N at 800 pence per share. The Consortium's proposal is subject to certain pre-conditions, including satisfactory completion of limited due diligence. The parties have approached the Panel to request a short extension to the Put up or Shut up deadline to 12 noon on 24 January 2008, to enable the Consortium to complete its due diligence.
The potential additional 20 pence per share of the proposed increased offer price will be funded by Carlsberg.
Shareholders should be aware that there can be no certainty that a formal offer will be made. A further announcement will be made as appropriate.
Public relations advisers to the Consortium
Finsbury Group Tel: +44 20 7251 3801
Mikael Bo Larsen (Investor Relations) Tel: +45 3327 1223
Jens Peter Skaarup (Danish Media) Tel: +45 3327 1417
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 (includin g 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 A/S or Heineken N.V. or Scottish & Newcastle plc, 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.thetakeo verpanel.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.