Scottish & Newcastle plc Court update
23 Apr 2008
Scottish & Newcastle plc Court update
Recommended acquisition
of
Scottish & Newcastle plc
by
Sunrise Acquisitions Limited
(a company jointly owned by Carlsberg A/S and Heineken N.V.)
The Board of Scottish & Newcastle plc ('S&N') announces that the Court of Session, Edinburgh, Scotland (the 'Court') today sanctioned the Scheme of Arrangement (the 'Scheme') by which the recommended acquisition of S&N by Sunrise Acquisitions Limited is to be effected. The Scheme and its implementation were approved by S&N's shareholders on 31 March 2008 at the Court Meeting and the S&N EGM.
The acquisition remains conditional upon the confirmation of S&N's capital reduction comprised within the Scheme by the Court on 28 April 2008 and a certified copy of the Court Order confirming the Reduction and the minute of the Reduction being delivered to, and registered by, the Registrar of Companies.
Trading in S&N's ordinary shares on the London Stock Exchange and the listing of S&N's ordinary shares on the Official List of the UK Listing Authority will be suspended from 5.00 pm on 25 April 2008. Subject to the Court confirming the capital reduction on 28 April 2008, the listing of S&N's ordinary shares will be cancelled with effect from 8.00 am on 29 April 2008.
Unless stated otherwise above, the terms used in this announcement have the same meanings as set out in the Scheme Document dated 22 February 2008 (the 'Scheme Document').
For further information:
| Scottish & Newcastle plc: Richard Gibb: Head of Corporate Affairs Robert Ballantyne: Head of Corporate Communications Joanna Speed: Head of Investor Relations |
+44 131 203 2000 |
| Deutsche Bank (Financial adviser and corporate broker to S&N): Nigel Meek Jeremy Quin James Arculus James Agnew (Corporate Broking) |
+44 20 7545 8000 |
| Rothschild (Financial adviser to S&N): Akeel Sachak Nicholas Wrigley Robert Plowman |
+44 20 7280 5000 |
| UBS (Financial adviser and corporate broker to S&N): Heino Teschmacher James Robertson Tim Waddell (Corporate Broking) |
+44 20 7567 8000 |
| Smithfield (Financial public relations adviser to S&N): John Kiely |
+44 20 7903 0667 |
The Directors of S&N accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority; and is regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting exclusively for S&N and no-one else in connection with the Acquisition and will not be responsible to anyone other than S&N for providing the protections afforded to clients of Deutsche Bank AG or for providing advice in relation to the Acquisition or to the matters referred to herein.
N M Rothschild & Sons Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for S&N and no one else in connection with the Acquisition and will not be responsible to anyone other than S&N for providing the protections afforded to clients of N M Rothschild & Sons Limited or for providing advice in relation to the Acquisition or to the matters referred to herein.
UBS Investment Bank, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for S&N and no-one else in connection with the Acquisition and will not be responsible to anyone other than S&N for providing the protections afforded to clients of UBS Investment Bank or for providing advice in relation to the Acquisition or to the matters referred to herein.
The availability of the Acquisition to S&N Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Scheme Document.

