MOSCOW, 10 January, 2005 – The Board of Directors of SUN Interbrew Limited (Lux: SUNB5-LX) (further, the “Company”), today announces that it has initiated the process required to approve the acquisition by InBev S.A. (“InBev”) of up to 10,491,176 Class B Shares in the Company from SUN Trade (International) Limited (“SUN Trade”) and its affiliates (the “SUN Trade Transfer”) and the acquisition by InBev S.A. of up to 6,061,930 Class B Shares in the Company from Eco Holdings Limited (“Alfa-Eco”) and its affiliates (the “Alfa-Eco Transfer”, and together with the SUN Trade Transfer, the “Transfers”).
The Transfers are subject to shareholder approval at an Extraordinary General Meeting (“EGM”) of the Class A shareholders of the Company to be held on 31 January, 2005. As a result of the Transfers, InBev will own 97.3% of the B (voting) shares and 98.8% of the A (non-voting) shares in the Company, which represent a 98.5% economic interest in the Company.
A circular containing the Notice convening the EGM of the Company’s Class A shareholders in respect of the Transfers was sent to the Company’s shareholders on Friday, 7 January, 2005.
Completion of the SUN Trade Transfer and the Alfa-Eco Transfer is subject to customary conditions and approvals.
It is currently anticipated that the SUN Trade Transfer and the Alfa-Eco Transfer will be completed on the same day during the first quarter of 2005, promptly following the approval of these transactions at the EGM of the Class A shareholders of the Company and the special meeting of the shareholders of InBev.
It is expected that at the next board meeting of the Company, which is planned to be held on or prior to January 21, 2005, the Company will consider several matters in connection with the Transfers, including (1) the termination of the Investment Agreement dated April 2, 1999, (2) the transfer to Alfa-Eco of all interests that the Company holds with respect to Yekaterinburg Brewing Company, (3) the transfer by SUN Trade of all interests in Damsel Limited (and indirectly all of the shares in OAO “Patra” owned by Damsel Limited, representing 23.8% of the issued share capital of OAO “Patra”) to Alfa-Eco, (4) the release and discharge of the Yekaterinburg Brewing Company, OAO "Patra" and Alfa-Eco from claims relating to the Yekaterinburg Brewery; and (5) the release, discharge and indemnification of Alfa-Eco. InBev has agreed with Alfa-Eco to use its best efforts to procure that the Company resolve in favour of these matters. Subject, inter alia, to the Company resolving in favour of, and effecting, these matters, Alfa-Eco has agreed to release and indemnify the Company on terms similar to those proposed to be given by InBev in favour of Alfa-Eco.
Certain additional proposals are being considered that affect the Company and its shareholders which will be detailed in a statement of additional information, which is proposed to be despatched to the Class A shareholders on or prior to 21 January, 2005. This could include an offer to minority shareholders; however, no assurance can be given that any offer will be made.
1. The EGM of the Company’s Class A shareholders will be held at 10:00 am on Monday, 31 January, 2005 at 13-14 Esplanade, St Helier, Jersey JE1 1BD, Channel Islands.
For further information please contact:
SUN Interbrew Limited
Joseph W.Strella, Chief Executive Officer
Luc Vanheel, Chief Financial Officer
+7 (501) 960-2360
Irina Kibina, Senior Vice President, Corporate Affairs & Communication
Notes to Editors:
SUN Interbrew Limited is the second largest brewer in Russia and the largest brewer in Ukraine. The company was set up in 1999 as a strategic partnership between InBev, the No. 1 global brewer, and the SUN Group, operating in the region since 1958, and in the beer sector of Russia and CIS since the beginning of 1990s.
The company's main brands are Stella Artois®, Beck's®, Staropramen®, Klinskoye, Sibirskaya Korona, and Tolstiak in Russia, and Stella Artois®, Beck's®, Chernigivske, Rogan, Taller and Yantar in Ukraine.
SUN Interbrew is a public company registered in Jersey, whose shares are listed in Luxembourg and traded on the Luxembourg, Frankfurt and Berlin stock exchanges.