NOT FOR GENERAL RELEASE IN THE UNITED STATES
Subscription Ratio of 1 New Series B share for 4 Preemptive Rights Offering of 15,215,680 new Series B shares of DKK 20 nominal each at subscription price of DKK 225 per share
Carlsberg A/S ("Carlsberg"), one of the world's leading international brewers, announces a rights issue with gross proceeds of DKK 3,423,528,000. Pursuant to Article 8 of Carlsberg's Articles of Association, the Supervisory Board of Carlsberg resolved on 22 March 2004 to increase Carlsberg's share capital by 15,215,680 series B shares (the "Offered Shares") of DKK 20 nominal value. These will be offered on a preemptive basis to existing shareholders of series A shares and series B shares (the "Existing Shares") in Carlsberg. The ratio of the Rights Issue will be 1 Offered Share for each 4 Existing Shares and a subscription price of DKK 225 per Offered Share.
The subscription period for the Offered Shares commences on Friday, 2 April 2004 and closes on Tuesday 20 April 2004. The net proceeds to the Company from the offering (after deducting estimated offering expenses) are expected to be approximately DKK 3,347 million.
The Offered Shares are offered at DKK 225 per share free of brokerage.
Shareholders will be allocated one preemptive right for each Existing Share held on Thursday, 1 April 2004 at 12.00 noon (CET). For every 4 preemptive rights the holder will be entitled to subscribe for 1 Offered Share. Preemptive rights may only be exercised in multiples of 4. No fractional shares will be issued.
The subscription period for Offered Shares commences on Friday, 2 April 2004 and closes on Tuesday 20 April 2004 at 5:00 p.m. (CET).
Dealings in preemptive rights
Preemptive rights for the Offered Shares may be traded during the period from Tuesday, 30 March 2004 to Thursday, 15 April 2004 at 5.00 p.m. (CET).
The Offered Shares will be listed on the Copenhagen Stock Exchange, and dealings in the shares will commence on Tuesday, 30 March 2004.
Until the close of trading in Shares on Monday 29 March 2004, Series A and Series B shares will trade with Preemptive Rights. Monday, 29 March 2004, is the last day investors can acquire existing shares in Carlsberg to be entitled to Preemptive Rights when the Preemptive Rights are allocated on the Allocation Date.
Allocation of preemptive rights
On Thursday, 1 April 2004 at 12.00 noon (CET), anyone who is registered with the Danish Securities Centre as a shareholder of Carlsberg will be allocated preemptive rights.
The net proceeds (gross proceeds after deduction of estimated expenses associated with the issue payable by Carlsberg) of the Rights Issue are expected to total approximately DKK 3,347 million.
Subject to the satisfaction of certain conditions, certain underwriters have agreed with Carlsberg to subscribe for any share amounts in respect of preemptive rights which have not been exercised at or before 5:00 p.m. CET on 20 April 2004. Such shares will be subscribed at the subscription price.
The Carlsberg Foundation
The Carlsberg Foundation has agreed to exercise preemptive rights for 5,346,728 Offered Shares. The preemptive rights for the remaining 3,105,836 Offered Shares to which the Carlsberg Foundation will be entitled will be sold from time to time during the rights trading period at the discretion of the joint book runners on behalf of the Carlsberg Foundation in open market transactions, privately negotiated transactions, block trades or otherwise.
Carlsberg has 1,557,838 series A shares and 1,285,721 series B shares held as treasury shares. Carlsberg has decided to cancel the treasury shares, and it is expected that the cancellation will occur on the same day that the Offered Shares are registered subsequent to completion of the offering, which is expected to be on or prior to Friday, 23 April 2004. In addition, Carlsberg Breweries A/S, which is wholly owned by Carlsberg ("Carlsberg Breweries"), owns 200,000 series B shares, which will not be cancelled and are being retained to cover existing share incentive schemes.
Carlsberg is not permitted under applicable law to exercise the preemptive rights in respect of Carlsberg's treasury shares or Carlsberg Breweries' treasury shares and has agreed with the underwriters not to sell the preemptive rights. The preemptive rights are not underwritten and will, therefore, expire without value.
Movements in shares outstanding
Series A Shares
Series B Shares
Shares excluding Carlsberg's treasury shares and Carlsberg Breweries' treasury shares
Carlsberg's treasury shares
Carlsberg Breweries' treasury shares
Shares outstanding prior to the offering and the cancellation of Carlsberg's treasury shares
Cancellation of Carlsberg's treasury shares
Shares outstanding following the offering and the cancellation of Carlsberg's treasury shares
From 23 March 2004, the offering circular will be available from Danske Bank A/S, Corporate Actions, Holmes Kanal 2-12, DK-1092 Copenhagen K, Denmark, by e-mail email@example.com, in accordance with applicable law.
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This announcement does not constitute, or form part of, an offer or any solicitation of an offer, for securities.
This announcement does not constitute an offer or invitation to subscribe for or purchase any securities for sale in the United States. Securities in respect of the proposed capital increase may not be offered or sold in the United States absent registration or an exemption from registration. The securities in respect of the proposed capital increase have not been and will not be registered under the Securities Act of 1933 or under the securities laws of any state of the United States. Carlsberg does not intend to make a public offering of securities in the United States.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This announcement must not be mailed, or otherwise forwarded, distributed or sent in, into or from the United States, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from the United States.
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This announcement is available in Danish and English. In case of doubt the Danish version shall prevail.
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Carlsberg's Series A Shares and Series B Shares are listed on the CSE under the symbol DK0010181676 for Series A Shares (CARL A), and DK0010181759 for Series B Shares (CARL B). On Friday, 19 March 2004, the closing price for Series A Shares was DKK 267 and for Series B Shares DKK 294.
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Povl Krogsgaard-Larsen Nils Smedegaard Andersen
Chairman Chief Executive Officer
For further information
Nils S. Andersen (CEO), + 45 33 27 33 27
Mikael Bo Larsen, + 45 33 27 12 23
Margrethe Skov, +45 33 27 14 10