14 May 2009
SABMiller acquires remaining minority interest in its Polish subsidiary -
SABMiller plc today announces that it has agreed to acquire the outstanding 28.1% minority interest in its Polish subsidiary, Kompania Piwowarska S.A., from Kulczyk Holding S.A. ('Kulczyk Holding') in exchange for 60 million new SABMiller shares. Following completion of the transaction, SABMiller will own 100% of Kompania Piwowarska. Based upon SABMiller's closing share price of £12.20 on Wednesday 13 May 2009, the implied value of the consideration is US$1,1101 million.
Following completion of the transaction, Kulczyk Holding will hold approximately 3.8% of the issued share capital of SABMiller. Kulczyk Holding has agreed to restrictions on the disposal of its shares for a three year period, with a limited number of shares eligible for disposal in each year. Any disposals will be subject to orderly market arrangements. The transaction is subject to admission to listing of the SABMiller shares.
SABMiller believes that owning 100% of its largest and most profitable business unit in Europe will be of significant strategic benefit in the medium term. In the current financial year, the transaction is expected to have no material impact on earnings per share on a pro forma2 basis.
Graham Mackay, Chief Executive of SABMiller, said; "We are pleased to be able to take our interest in Kompania Piwowarska to 100%. Over the past 10 years the business has consistently delivered exceptional performance, growing market share from 15% in 1999 to 43% today, through the development of the country's most successful beer brand portfolio. It remains well placed to continue building on this leadership position in the Polish market. Over the years we have enjoyed a positive relationship with Kulczyk Holding and we are pleased that they have decided to take a shareholding in SABMiller."
SABMiller has operated in Poland since 1995 when it acquired a majority stake in Lech Browary Wielkopolski S.A. ("Lech Brewery"), followed by the acquisition of Browary Tyskie Gorny Slask S.A. ("Tyskie Brewery") in 1996. Kompania Piwowarska was established in 1999 as a result of the merger of the Lech and Tyskie Breweries. Kompania Piwowarska is currently the largest brewer in Poland with a market share of approximately 43% and volumes of 15.1 million hectolitres.
1 Based on an exchange rate of £1=US$1.517. Source: Bloomberg, 13 May 2009.
2 Assuming that the transaction had completed on 1 April 2009.
About SABMiller plc
SABMiller is one of the world's largest brewers with brewing interests and distribution agreements across six continents. The group's wide portfolio of brands includes premium international beers such as Grolsch, Miller Genuine Draft, Peroni Nastro Azzurro and Pilsner Urquell, as well as market-leading local brands such as Aguila, Castle, Miller Lite, Snow and Tyskie. SABMiller is also one of the largest bottlers of Coca-Cola products in the world.
In the year ended 31 March 2009, the group reported US$3,405 million in adjusted pre-tax profit and group revenue of US$25,302 million. SABMiller is listed on the London and Johannesburg stock exchanges.
About Kompania Piwowarska S.A.
Kompania Piwowarska was established in 1999 as a result of a merger of Tyskie and Lech Breweries. Since 1999, Kompania Piwowarska has made two further acquisitions being Browar Brewery Sp. z.o.o. based in Białystok in 2003 and Browar Belgia Sp. z.o.o. based in Kielce in 2008.
Kompania Piwowarska is the largest brewer in Poland with a current market share of 43% and 2009 volumes of 15.1 million hectolitres. The company has grown volumes by a compound growth rate of 10.4% between 2004 (9.2 million hectolitres) and 2009 (15.1 million hectolitres). Kompania Piwowarska's product portfolio includes Tyskie - Poles' favourite beer, Żubr - the second largest Polish beer brand, Lech, Wojak, Dębowe Mocne, Pilsner Urquell, Redd's, Ginger's, Peroni Nastro Azzurro and Miller Genuine Draft.
About Kulczyk Holding S.A.
Kulczyk Holding, a subsidiary of Kulczyk Investments S.A., is a private equity firm specialising in growth capital, mature, middle markets, restructuring, and buyout investments. Kulczyk Holding was founded in 1991 and is based in Warsaw, Poland. It typically invests in companies based in European emerging markets, European developed markets, Middle East, Central Asia, North Africa, United States, and Canada. In 1993 Kulczyk Holding acquired 51% of Lech Brewery, one of the largest brewery companies in Poland, from the Polish government. In 1995 South African Breweries Limited acquired a controlling stake in Kulczyk Holding's brewery assets.
This announcement is available on the company website and high resolution images are available for the media to view and download free of charge from the Image Library in the News and media section of www.sabmiller.com.
Tel: +44 20 7659 0100
Director of Corporate Affairs
Tel: +44 20 7659 0184
Senior Vice President, Investor Relations
Tel: +44 20 7659 0174
Head of Media Relations
Tel: +44 7799 894265
This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of SABMiller plc (the "Company") or any of its affiliates in any jurisdiction or an inducement to enter into investment activity.
This document includes "forward-looking statements". These statements may contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Any information contained in this announcement on the price at which the Company's securities have been bought or sold in the past, or on the yield on such securities, should not be relied upon as a guide to future performance.