28 Apr 2008

Completion of Acquisition

Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction

Recommended acquisition
of
Scottish & Newcastle plc
by
Sunrise Acquisitions Limited
(a company jointly owned by Carlsberg A/S and Heineken N.V.)

COMPLETION OF ACQUISITION

The Board of Scottish & Newcastle plc (“S&N”) announces that the reduction of capital comprised within the Scheme (the “Reduction”) has been confirmed by the Court of Session, Edinburgh, Scotland (the “Court”), that the Court Order confirming the Reduction and a certified copy of the minute of the Reduction have been registered by the Registrar of Companies and that the Scheme became effective on registration of the Court Order.

The listing of the ordinary shares of S&N on the Official List is expected to be cancelled with effect from 8.00 am on 29 April 2008.

Cash consideration due under the offer will be despatched by cheques/issue of Loan Notes or settled through CREST, as appropriate, by 12 May 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:

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.

Back to Top