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Monday 24 May, 2004


Offer for Harbin Brewery

24 May 2004

                  SABMiller Launches Cash Offer for Harbin Brewery

                       Outstanding Value and Unique Benefits

Hong Kong, 24 May, 2004 -- SABMiller plc, one of the world's largest brewers,
today launched its offer document, urging Harbin Brewery shareholders to accept
its offer of HK$4.30 per share and making clear SABMiller's intent to deliver a
positive future for Harbin Brewery under SABMiller majority ownership.

Mr. Graham Mackay, SABMiller's Chief Executive, commented: 'Our offer represents
outstanding and certain value for current Harbin Brewery shareholders and
delivers unique benefits to Harbin Brewery through co-operation with our
existing operations in China.  SABMiller will ensure a positive future for
Harbin Brewery's brands, breweries and employees whilst maintaining its strong
identity and heritage.  We will ensure Harbin Brewery's continued growth as a
powerful force in the Chinese brewing sector and we believe it is in the best
interests of Harbin Brewery and its current shareholders to accept our offer.'

SABMiller's offer of HK$4.30 per share values Harbin Brewery shares:

  • Higher than any closing price of the shares since IPO and prior to the
    announcement of the SABMiller offer, and at a 65% premium to the average
    price during that period;

  • At about 38 times Harbin Brewery's 2003 earnings; and

  • At over four times its 2003 net asset value.

Majority ownership of Harbin Brewery offers a compelling and unique strategic
fit with SABMiller's existing joint venture operation, China Resources
Breweries, in North East China, where significant geographical overlap already
exists.  These opportunities are only available to SABMiller and to no other
potential majority shareholder.

With majority ownership of Harbin Brewery, SABMiller will:

  • Develop Harbin Brewery's strong brands to complement our own in building a
    powerful national portfolio of brands in China;

  • Improve the quality and efficiency of the distribution system by using our
    increased scale;

  • Maximise the brewing capacity utilisation of China Resources Breweries and
    Harbin Brewery to ensure that product is brewed closer to the customer,
    ensuring greater choice and higher quality; and

  • Implement the tried and tested international SABMiller performance
    management systems.

It is SABMiller's intention over time to align the Harbin Brewery business with
that of China Resources Breweries.  Any changes made to the current structure
will be designed to protect the unique heritage of Harbin Brewery, its brands,
breweries, employees and other interested parties.  SABMiller strongly believes
that it can improve the operating environment in North East China without job
losses in either business.

In 10 years of successfully operating in China in close partnership with local
management teams and employees, SABMiller's operations have delivered
competitive and performance advantages without ever having to close a major
functioning brewery or to undertake major headcount rationalization.  SABMiller
fully intends to apply these principles to support the further development of
Harbin Brewery.

'Since 1994, together with China Resources Enterprise, SABMiller has built
China's second largest brewing group, and this offer for Harbin Brewery is
further evidence of SABMiller's long-standing commitment to continued success in
China.  China Resources Enterprise is fully supportive of SABMiller's offer for
Harbin Brewery shares,' Mr. Mackay said.

SABMiller believes that an independent Harbin Brewery is unlikely to deliver
more value for shareholders, and that unless Harbin Brewery becomes a member of
the SABMiller Group, it will be denied a combined strategy for dealing with the
competitive pressures which have affected its margins and profit growth in the
past.  On an ongoing basis, an independent Harbin Brewery would have fewer
resources to invest in future growth.  These factors, taken together with the
price at which the shares in Harbin Brewery traded before the announcement of
SABMiller's offer, suggest that the shares may fall below SABMiller's offer
price in the event that this offer is not accepted.

Anglo Chinese and ABN AMRO are the financial advisers to SABMiller for this

Key Dates

Offer document dispatch      24 May 2004

Closing date                 21 June 2004

Payment date                 2 July 2004

For more information, please contact:


Sue Clark                               +44 7850 285 471 (Hong Kong)

Gary Leibowitz                          +44 7717 428 540 (UK office)

Nigel Fairbrass                         +44 7799 894 265 (Hong Kong - mobile)


Stephen Thomas                          +852 2963 6705, +852 6194 9013

Cecile Kung                             +852 2963 6736, +852 9255 7411

About SABMiller

SABMiller plc is one of the world's largest brewers, with major brewing and
distribution operations in America, Africa, Europe and Asia and 2003/4 lager
volumes of approximately 138 million hectolitres. It has a brewing presence in
over 40 countries across four continents and a portfolio of strong brands and
leading market shares in many of the countries in which it has brewing
operations. Outside the United States, SABMiller is one of the largest bottlers
of Coca Cola products in the world. The company is listed on both the London and
the Johannesburg stock exchanges.  SABMiller, through its joint venture in
China, China Resources Breweries, operates 30 breweries in 9 provinces in China
with total volumes of over 27 million hectolitres in the year ended 31 March
2004.  It entered the China market in 1994 and is one of the few profitable
foreign brewers operating in China.

* * *

Note: further information about the Offer is set out in SABMiller's Offer

*  *  *

In accordance with normal Hong Kong market practice and subject to applicable
regulatory requirements, the Offeror or SABMiller or their affiliates or
nominees or brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Shares outside the United States,
other than pursuant to the Offer, before or during the period in which the Offer
remains open for acceptance.  These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
These purchases, or arrangements to purchase, shall comply with applicable rules
in Hong Kong, including the Takeovers Code and the rules of the Stock Exchange
and applicable United States securities laws (except to the extent of any
exemptive relief granted by the United States Securities and Exchange
Commission).  Any information about such purchases will be disclosed as required
in Hong Kong (in accordance with applicable regulatory requirements, including
the Takeovers Code) and communicated in the United States in accordance with and
under applicable regulatory requirements (including applicable United States
securities laws).

This press release contains statements about Harbin Brewery, the Offeror, and
the SABMiller Group that are or may be forward looking statements.  All
statements other than statements of historical facts included in this Press
release may be forward looking statements.  Any statements preceded or followed
by or that include the words 'targets', 'plans', 'believes', 'expects', 'aims',
'intends', 'will', 'may', 'anticipates' or similar expressions or the negative
thereof are forward looking statements.  Forward looking statements include
statements relating to the following: (i) future capital expenditures, expenses,
revenues, economic performance, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of Harbin Brewery's or the Offeror's or the SABMiller Group's operations;
and (iii) the effects of government regulation on Harbin Brewery's or the
Offeror's business.

These forward looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of any such person, or industry results, to be materially different
from any results, performance or achievements expressed or implied by such
forward looking statements.  These forward looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future All
subsequent oral or written forward looking statements attributable to the
Offeror or SABMiller or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.  Except as
required by law, the Offeror does not intend to update these forward looking
statements, even though the affairs of the SABMiller Group will change from time
to time.

The directors of SABMiller and the Offeror jointly and severally accept full
responsibility for the accuracy of the information contained in this press
release, except in relation to information on Harbin Brewery, and confirm,
having made all reasonable inquiries, that to the best of their knowledge,
opinions expressed in this press release have been arrived at after due and
careful consideration and there are no other facts not contained in this press
release, the omission of which would make any statement in this press release,
except in relation to information on Harbin Brewery, misleading.

The information on Harbin Brewery in this press release has been extracted from
or based on public sources including, amongst others, the published annual
report of Harbin Brewery for the year ended 31st December, 2003.  Information on
the prices of shares, and audited financial information has been extracted from
public sources.  The directors of SABMiller and the Offeror jointly and
severally take full responsibility for the correct and fair reproduction or
presentation of such information and confirm that such extraction is not
misleading, but accept no further responsibility in respect of such information.

                      This information is provided by RNS
            The company news service from the London Stock Exchange