Scottish & Newcastle agrees to extend discussions with Carlsberg and Heineken
24 Jan 2008
Scottish & Newcastle agrees to extend discussions with Carlsberg and Heineken
Scottish & Newcastle plc ("S&N"), Carlsberg A/S ("Carlsberg") and Heineken N.V. ("Heineken") (together the "Consortium") confirm that S&N has agreed to extend its discussions with the Consortium in relation to a possible recommended offer for S&N at 800 pence per share. The parties have approached the Panel to request a further short extension to the Put up or Shut up deadline to 12 noon on 25 January 2008. In agreeing to this extension to the deadline, the Consortium has reaffirmed the price at which it is contemplating an offer is 800 pence per share, confirmed that its due diligence is complete, that it has reached an agreement with the trustees of the UK pension fund and that its financing is fully committed. The Consortium's proposal remains subject to certain pre-conditions, including finalisation of its Consortium Agreement and agreement of satisfactory conditions to any offer.
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.
- ENDS -
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 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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.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.

