South African Breweries PLC
1 July 2002
SOUTH AFRICAN BREWERIES PLC
RESULTS OF EXTRAORDINARY GENERAL MEETING
Graham Mackay, Chief Executive of SAB said: 'We are looking forward to working closely
with our new colleagues in the USA to further strengthen and develop our presence there.
We will continue our strategy to develop our business in markets where we are established
and seek value-adding investments where opportunities present themselves.'
Notes to Editors
1. An announcement of SAB's agreement with Philip Morris Companies Inc to acquire Miller
Brewing Company was made on 30 May 2002. A Circular and Notice of Meeting was posted
to shareholders on 8th June 2002. SAB, subject to completion, will acquire 100% of the
Miller Brewing Company, including existing net debt of US$2,000 million, from Philip
Morris Companies Inc for a consideration of 430 million SAB shares.
2. The special resolutions at today's EGM were:
a. Resolution 1
i. The acquisition of Miller
ii. The adoption of a new employee share option scheme for predominantly US
employees and certain amendments to the Company's existing share option schemes;
iii. Certain changes to the Articles of Association and authorised share capital of
the Company, the conversion of certain ordinary shares into non-voting
convertible shares, an increase in the authority of the Directors to allot
relevant securities and the disapplication of statutory pre-emption rights and
the change of the Company's name to 'SABMiller plc'; and
iv. The granting of statutory authority to the Directors to allot shares in
satisfaction of claims pursuant to the transaction agreement relating to Miller
and the disapplication of the statutory pre-emption rights in connection with the
allotment of such shares.
b. Resolution 2
i. The granting of statutory authority to the Directors to allot relevant securities
in a placing otherwise than prorata to existing shareholders; and
ii. The disapplication of the statutory pre-emption rights in connection with the
allotment of the placing of securities.
3. Upon completion, SABMiller plc will be a major force in the brewing and beverage
industry worldwide. By volume it will be the world's second largest brewer, employing
over 38,000 people across the globe in 111 breweries. The company will have a portfolio
of strong brands in the majority of countries in which it has brewing operations and,
in many markets, it also will have a leading market share. It will be the sixth largest
bottler of Coca-Cola products in the world.
4. SABMiller plc will continue to be listed on both the London and the Johannesburg stock
Nick Chaloner +44 (0) 20 7659 0119
Director of Communications
Ciaran Baker +44 (0) 20 7659 0120
Caroline Metcalfe +44 (0) 20 7659 0113
Tanya Tracey +44 (0) 20 7659 0105
This announcement is available on the SAB website. www.sabplc.com
This information is provided by RNS
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