15 Nov 2007

Scottish & Newcastle rejects conditional proposal

Scottish & Newcastle rejects 750 pence share conditional proposal from Carlsberg and Heineken

Scottish & Newcastle plc has today received and rejected a highly conditional proposal from Carlsberg A/S and Heineken N.V., to make a marginally increased offer for S&N at 750 pence per share. The proposal is still subject to the same extensive pre-conditions, including a recommendation by the Board of S&N and full due diligence.

The Board, having consulted its advisers, has no hesitation in rejecting this wholly inadequate proposal as it substantially undervalues the unique strengths and market positions of S&N. The Board is particularly concerned by Carlsberg's continuing refusal to disclose relevant information about BBH's prospects which is essential, in the current circumstances, to allow S&N's shareholders to assess the proper value of BBH.

Sir Brian Stewart, Chairman of S&N, commented: "Carlsberg and Heineken's marginally increased proposal continues their attempt to get S&N's unique portfolio of businesses on the cheap. The Board is highly confident in the actions being taken to maximise shareholder value, and strongly urges shareholders to take no action."

John Dunsmore, Chief Executive of S&N, commented: "The consortium's proposal significantly undervalues S&N's brands and market positions. We particularly object to Carlsberg's refusal to allow agreed information about BBH's prospects to be released."

As required by the Takeover Code, S&N confirms that this announcement is not being made with the agreement or approval of Carlsberg or Heineken. For the avoidance of doubt, there can be no certainty that this approach will lead to an offer being made for S&N or as to the terms on which any offer might be made. Rothschild and FIH Partners have been advising S&N in regard to BBH. UBS and Deutsche Bank continue to advise the Company on all financial matters.

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 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.

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