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Thursday 09 December, 2004


Conv Bond Redemption

09 December 2004

    Redemption of US$600,000,000 4.25% Guaranteed Convertible Bonds due 2006

London and Johannesburg, 9 December 2004. SABMiller plc ('SABMiller') announces
that its subsidiary, SAB Finance (Cayman Islands) Limited (the 'Issuer'), is
today exercising its right to call for the redemption of all of its
US$600,000,000 4.25% Guaranteed Convertible Bonds due 10 August 2006 (the 
'Bonds') remaining in issue.

The terms and conditions of the Bonds permit the Issuer to redeem all of the
Bonds at their principal amount plus accrued and unpaid interest up to and
including the date fixed for redemption, following the satisfaction of certain
conditions. One of the conditions required that the closing middle market
quotation for an SABMiller ordinary share be at least 130 per cent of the
conversion price of £6.15 per share (being £7.995 per share) for 30 consecutive
calendar days, at any time after 24 August 2004. This condition was satisfied on
8 December 2004, when the closing middle market quotation was £8.335 per share.
All of the conditions having now been satisfied, the Issuer has today issued a
notice to Bondholders informing them that it wishes to exercise its right to
redeem all of the Bonds in issue.

The date fixed for redemption by the Issuer is 10 January 2005.

Bondholders may, up to the close of business on 29 December 2004, elect to
convert their Bonds into SABMiller ordinary shares at the conversion price of
£6.15 per share, which would, if converted, result in the issuance of 115.3203
SABMiller ordinary shares in respect of each US$1,000 principal amount of the

The Notice of Redemption, as delivered to the depository systems (DTC,
Clearstream and Euroclear) for communication by them to the accountholders for
whose benefit the Bonds are held, is set out in full below.

                      SAB Finance (Cayman Islands) Limited

                              Notice of Redemption

US$600,000,000 4.25% Guaranteed Convertible Bonds due 2006 (the 'Bonds') issued
    by SAB Finance (Cayman Islands) Limited (the 'Issuer') and guaranteed by
 SABMiller plc (formerly South African Breweries plc) and SABMiller Finance BV
         (formerly South African Breweries International (Finance) BV)

          Reg S: US$589,700,000                    144A: US$10,300,000
          ISIN:  XS0132698407                      ISIN: US783866AA44
          Common Code:  13269840                   CUSIP: 783866AA4

The Issuer gives notice to the Bondholders that:

1.                  The conditions set out in Condition 8(b) of the Terms and
Conditions of the Bonds for redemption at the Issuer's option having been
satisfied, the Issuer has decided to redeem all outstanding Bonds pursuant to
Condition 8(b) of the Terms and Conditions of the Bonds. The aggregate principal
amount of the outstanding Bonds as at 8 December 2004 was US$598,834,000  and
the closing price quoted for the Ordinary Shares as derived from the Daily
Official List of the London Stock Exchange as at the close of business on 8
December 2004 was £8.335;

2.                  The Bonds will be redeemed for cash on 10 January 2005 (the
'Redemption Date') at 100 per cent of their principal amount plus accrued and
unpaid interest from the last Interest Payment Date (10 August 2004) to the
Redemption Date, amounting to US$1,017.71 per US$1,000 in principal amount of

3.                  Bonds to be redeemed should be presented to and surrendered
for redemption to the Registrar or to any of the Paying, Transfer, Conversion
and Exchange Agents;

4.                  Bondholders who wish to exercise their Conversion and
Exchange Rights may do so until the close of business on 29 December 2004 by
delivering the relevant Bond to the Registrar or any Paying, Transfer,
Conversion and Exchange Agent during their normal business hours, accompanied by
a completed and signed Conversion and Exchange Notice.  Conversion and Exchange
Notices may be obtained from either of the Paying, Transfer, Conversion and
Exchange Agents at their addresses set out below.  The Exchange Price is £6.15
per Ordinary Share;

5.                  Subject to the surrender of the Bonds to the Registrar or
any Paying, Transfer, Conversion and Exchange Agent, payment of redemption
monies and/or accrued interest will be made by United States dollar cheque drawn
on JP Morgan Chase Bank and, on the business day preceding the due date for
payment, mailed to the holder of the relevant Bond at his address appearing in
the Register; or, upon application by the holder to the Registrar or any Paying,
Transfer, Conversion and Exchange Agent not less than 7 days before the due date
for payment, by wire transfer to a United States dollar account maintained by
the holder with a bank in New York City.

6.                  On the exercise of Conversion and Exchange Rights, accrued
and unpaid interest shall be paid from the last Interest Payment Date (10
August) to the relevant Conversion Date not later than 14 days after the
relevant Conversion Date by US dollar cheque drawn on JP Morgan Chase Bank, or
by transfer to, a US dollar account maintained with a branch of a bank in New
York City in accordance with instructions given by the relevant Bondholder not
less than 7 days before the due date for payment or, in the case of exercise of
such rights by the Trustee, by the Trustee.

7.                  In accordance with Clause 7(c) of the Terms & Conditions JP
Morgan Chase Bank in its capacity as Trustee, may convert any Unexercised Bonds
at their principal amount providing the conditions as set out in that Clause 7
(c) are met.

Terms used in this notice shall have the same meaning as in the Trust Deed dated
10 August 2001, which constitutes the Bonds.

                                                       9 December 2004

SAB Finance (Cayman Islands) Limited

Registrar and Paying, Transfer, Conversion and         Paying, Transfer, Conversion and Exchange Agent
Exchange Agent (New York):                             (London):
JP Morgan Chase Bank, New York Branch                  JP Morgan Chase Bank, London Branch
4 New York Plaza                                       Trinity Tower
15th Floor                                             9 Thomas More Street
New York                                               London
NY10004                                                E1W 1YT
Contact:   William Potes                               Contact:  John Patten / Michael Lee
Tel 1 212 623 5136                                     Tel: 44 (0) 1202 347936 / 1268


Notes to editors:

SABMiller plc

SABMiller plc is one of the world's largest brewers, with 2003/04 lager sales
volumes in excess of 137 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 is has brewing operations.
Outside the USA, SABMiller plc is one of the largest bottlers of Coca-Cola
products in the world.

In the year ended 31 March 2004, the group generated US$1,391million pre-tax
profit from a turnover of US$12,645million. SABMiller plc is listed on the
London and Johannesburg stock exchanges.

SAB Finance (Cayman Islands) Limited

SAB Finance (Cayman Islands) Limited is a subsidiary of SABMiller plc 
incorporated in the Cayman Islands, established for the purpose of issuing the 
Convertible Bonds.

This news release is available on


SABMiller plc

Gary Leibowitz                                          Tel: + 44 20 7659 0119
Vice President, Investor relations                      Mob:+ 44 7717 428540

David McDowall                                          Tel: + 44 20 7659 0194
Senior manager, Investor relations                      Mob:+ 44 7717 848755

Nigel Fairbrass                                         Tel: + 44 20 7659 0105
Head of corporate communications                        Mob:+ 44 7799 894265

'This press release does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire ordinary shares in the capital of
SABMiller plc (the 'Company') or an inducement to enter into investment activity
in any jurisdiction. This press release includes 'forward-looking statements'.
These statements contain the words 'anticipate', 'believe', 'intend',
'estimate', 'expect' and words of similar meaning. All statements other than
statements of historical facts included in this press release, 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. Such 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. Such 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 press
release. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements contained
herein 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.'

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

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