Carlsberg A/S and Heineken N.V. note the recent share price movement of Scottish & Newcastle plc.
Carlsberg A/S and Heineken N.V. confirm that they are in discussions regarding the formation of a consortium to make an offer for the entire issued share capital of Scottish & Newcastle plc. An offer, if made, is likely to be in cash. It is currently intended that Carlsberg will ultimately acquire Scottish & Newcastle plc's interest in BBH, France and Greece and that Heineken will ultimately assume control of Scottish & Newcastle’s business in the UK and other European markets.
To date no formal approach has been made to Scottish & Newcastle and there can be no certainty that an offer for Scottish & Newcastle will ultimately be forthcoming.
A further announcement will be made in due course.
Investor Relations: Mikael Bo Larsen +45 33 27 12 23
International media: Finsbury Limited +44 20 7251 3801
Danish media: Jens Peter Skaarup +45 33 27 14 17
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, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends.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 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.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.