ASIA PACIFIC BREWERIES LIMITED PROPOSED DISPOSALS AND ACQUISITIONS

Transcription

1 ASIA PACIFIC BREWERIES LIMITED (Incorporated in Singapore) (Company Registration No.: K) PROPOSED DISPOSALS AND ACQUISITIONS 1. INTRODUCTION 1.1 Proposed Disposals and Proposed Acquisitions. The Board of Directors of Asia Pacific Breweries Limited ( APBL or the Company ) is pleased to announce that it has today entered into the following agreements: a conditional sale and purchase agreement (the APBA Disposal Agreement ) with Heineken International B.V. ( HI ) for the sale of the entire issued share capital of Asia Pacific Breweries (Aurangabad) Private Limited ( APBA ) which are held by APBL to HI (the Proposed APBA Disposal ); a conditional sale and purchase agreement (the APB-Pearl Disposal Agreement ) with HI for the sale of the entire issued share capital of Asia Pacific Breweries-Pearl Private Limited ( APB-Pearl ) which are held by APBL to HI (the Proposed APB- Pearl Disposal ) (together with the Proposed APBA Disposal, the Proposed Disposals ); a conditional sale and purchase agreement (the GBNC Acquisition Agreement ) with HI for the acquisition of 610,975 shares of Grande Brasserie de Nouvelle Caledonie S.A. ( GBNC ) held by HI and its related corporations, representing approximately 87.3% interest in GBNC (the GBNC Sale Shares ) (the Proposed GBNC Acquisition ); and a conditional sale and purchase agreement (the MBI Acquisition Agreement ) with HI for the acquisition of 13,716,570 shares of PT Multi Bintang Indonesia Tbk ( MBI ) representing 65.1% interest in MBI (the MBI Shares ), 723,120 depository receipts of MBI Shares issued by Hollandsch Administratiekantoor B.V. representing approximately 3.4% interest in MBI (the Sale Depository Receipts ) (together with the 13,716,570 MBI Shares, the MBI Sale Shares ), and 1 share of PT Multi Bintang Indonesia Niaga held by Amstel Internationaal B.V. (the Niaga Share ), from HI (together, the Proposed MBI Acquisition ). 1.2 Proposed BINTANG Brand Acquisition. In addition, the Company has also entered into the following agreements (the BINTANG Brand Agreements ): an agreement (the Master Brand Agreement ) with Heineken Brouwerijen B.V. ( HBBV ) in relation to the ownership and use of the BINTANG brand, including the transfer of the BINTANG trademarks (the BINTANG Marks ), which shall only commence upon completion of the Proposed MBI Acquisition ( Completion ); and 1

2 1.2.2 a deed of assignment with Heineken Supply Chain B.V. ( HSC ), which will only take effect on Completion, to assign HSC s rights (including fees for the right to use the BINTANG Marks) and obligations under the technical assistance agreement between HSC and MBI dated 3 November 1967 (as amended) (the MBI Technical Assistance Agreement ), (together, the Proposed BINTANG Brand Acquisition ). The Proposed GBNC Acquisition, the Proposed MBI Acquisition and the Proposed BINTANG Brand Acquisition are hereinafter collectively known as the Proposed Acquisitions. 1.3 Transitional Services. In connection with the Proposed Disposals and the Proposed Acquisitions (collectively, the Proposed Transactions ) and in order to ensure a smooth transition following the Proposed Transactions, the Company shall provide to HI and HI shall provide to the Company, as the case may be, such transitional services as may be required by the other party in order to allow the Company or HI, as the case may be, adequate time to put in place any substitute arrangements as may be necessary. For the first 6 months following Completion, such services shall be provided at the cost of the party providing the services and thereafter, the services shall be provided on an arm s length basis. 1.4 Interconditional. Completion of the Proposed APBA Disposal, the Proposed APB-Pearl Disposal, the Proposed GBNC Acquisition and the Proposed MBI Acquisition are conditional upon, inter alia, each other being completed, and parties are not obliged to complete the Proposed APBA Disposal, the Proposed APB-Pearl Disposal, the Proposed GBNC Acquisition or the Proposed MBI Acquisition unless all are completed simultaneously in accordance with their respective terms. The transfer of the BINTANG Marks shall only commence upon Completion, details of which are set out in paragraph 2.6 below and Schedule 5 to this Announcement. 1.5 Interested Person Transactions. As HI, HBBV and HSC are associates of a controlling shareholder of APBL, Heineken N.V. ( Heineken ), under the listing manual (the Listing Manual ) of the Singapore Exchange Securities Trading Limited (the SGX-ST ), the Proposed Transactions will all be regarded as interested person transactions from APBL s perspective under Chapter 9 of the Listing Manual. 1.6 Shareholders Approval. The Proposed Transactions are therefore subject to the approval of the shareholders of APBL (the Shareholders ) under Chapter 9 of the Listing Manual as the aggregate value of the Proposed Transactions will exceed 5 per cent. of the latest audited NTA of APBL and its subsidiaries (the Group ). 1.7 Major Transaction. In addition, the net profits 1 of the Group based on the latest announced consolidated accounts as at 30 September 2009 was S$301.6 million. As the net profits attributable to the assets acquired pursuant to the Proposed Acquisitions are approximately S$85.2 million, which exceed 20 per cent. of the Group s net profits based on the Group s latest announced consolidated accounts as at 30 September 2009, the Proposed Acquisitions would constitute a major transaction as defined in Chapter 10 of the Listing Manual. 1 For the purpose of calculating the ratios as per Chapter 10 of the Listing Manual, net profits are defined as profits or loss before tax, minority interests and extraordinary items. 2

3 2. THE PROPOSED TRANSACTIONS 2.1 Information on HI, HBBV and HSC. HI, HBBV and HSC are wholly-owned subsidiaries of Heineken, a corporation which is incorporated in the Netherlands and listed on Euronext Amsterdam. Heineken is one of the world s great brewers and is committed to growth and remaining independent. The brand that bears the founder s family name Heineken is available in almost every country on the globe and is the world s most valuable international premium beer brand. The company s aim is to be a leading brewer in each of the markets in which it operates and to have the world s most prominent brand portfolio. In 2008, Heineken operated 125 breweries in more than 70 countries and sold 162 million hectolitres of beer. Heineken is Europe s largest brewer and the world s third largest by volume. Heineken is committed to the responsible marketing and consumption of its more than 200 international premium, regional, local and specialty beers and ciders. These include Amstel, Birra Moretti, Cruzcampo, Foster s, Maes, Murphy s, Newcastle Brown Ale, Ochota, Primus, Sagres, Star, Strongbow, Tiger and Zywiec. Heineken and Heineken Holding N.V. shares are listed on the Amsterdam stock exchange. Additional information is available on Heineken's home page: Information on the Assets to be Acquired and Disposed Information on APBA Acquired in 2006, APBA produces and distributes Tiger beer under licence from APBL in various states in west and north India, in addition to two strong beers, Cannon and Baron s strong beer. For the twelve months ended 30 September 2009, it sold 0.2 million hectolitres of beer, and had reported revenues of INR1.1 billion (S$32.1 million), negative EBITDA 2 of INR99.2 million (S$2.9 million) and net loss before tax of INR145.4 million (S$4.3 million), with shareholders' equity 3 of INR million (S$9.6 million) as at 30 September APBA is not a listed entity Information on APB-Pearl The Hyderabad brewery of APB-Pearl commenced operations in February It produces and distributes Tiger beer under licence from APBL and Cannon strong beer, primarily in the various states in south India. For the twelve months ended 30 September 2009, it sold 0.1 million hectolitres of beer, and had reported revenues of INR275.5 million (S$8.1 million), negative EBITDA 2 of INR134.2 million (S$3.9 million) and net loss before tax of INR244.4 million (S$7.2 million), with shareholders' equity 3 of INR200.1 million (S$5.9 million) as at 30 September APB-Pearl is not a listed entity. 2 Earnings before interest, tax, depreciation and amortisation. 3 Including preference shares. 3

4 2.2.3 Information on GBNC Established in 1971, GBNC produces and distributes, among others, Number One beer in New Caledonia and is the leading brewer in the country. For the financial year ended 31 December 2008, it sold 0.2 million hectolitres of beverages (including alcoholic and non-alcoholic beverages), and had reported revenue (net of applicable taxes such as excise duties) of CFPF3.7 billion (S$62.6 million), EBITDA of CFPF1.0 billion (S$17.2 million) and net profit before tax of CFPF 0.7 billion (S$11.7 million), with shareholders' equity of CFPF1.9 billion (S$31.9 million). GBNC is not a listed entity Information on MBI Established in 1929, MBI produces and distributes, among others, BINTANG beer under licence from the Heineken group in Indonesia and is the leading brewer in the country. For the financial year ended 31 December 2008, it sold 1.6 million hectolitres of beverages (including beer and soft drinks), and had reported revenue (net of applicable taxes such as excise duties) of IDR1,325.6 billion (S$175.2 million), EBITDA of IDR373.6 billion (S$49.4 million) and net profit before tax of IDR314.0 billion (S$41.5 million), with shareholders' equity of IDR344.2 billion (S$45.5 million). MBI is listed on the Indonesia Stock Exchange and is majority-owned by Heineken. 2.3 Rationale and Benefits of the Proposed Transactions. The rationale for and benefits to the Company of the Proposed Transactions are as follows: Departure from the Intensely Competitive Indian Market and Entry into the Profitable Indonesian and New Caledonian Markets It has been the Company s intention to expand its footprint in Asia Pacific and the opportunity has now arisen for it to acquire profitable breweries not only in Indonesia, but also in New Caledonia. While it has been the Company s goal to build a marketleading presence in India, achieving this would require significant investment and time competing in a challenging market with low margins and well-entrenched incumbents. Given the opportunity to acquire profitable breweries in Indonesia and New Caledonia, the Company believes that it is a favourable time now to focus on Asia Pacific and consolidate our leading position in ASEAN. The move is strategic and better supports the vision of the Company to become a leading brewery group in the Asia Pacific region. Moreover, both GBNC and MBI have impressive track records of profitable growth and the Proposed Acquisitions are expected to be immediately accretive to APBL s earnings Enhanced Growth and Savings Opportunities through Entry into Indonesia and Acquisition of BINTANG Brand Entry into Indonesia expands the Company s footprint in a critical part of South-east Asia. Adding the iconic BINTANG brand will grow APBL s portfolio and is expected to enhance the Company s presence in this region. 4

5 2.3.3 Platform for Further Growth into the South Pacific Region Acquiring GBNC allows the Company to enhance its presence in the South Pacific region where it already owns brewery operations in New Zealand and Papua New Guinea. 2.4 Conditions to the Proposed Disposals, the Proposed GBNC Acquisition and the Proposed MBI Acquisition. The Proposed Disposals, the Proposed GBNC Acquisition and the Proposed MBI Acquisition are conditional upon the satisfaction of a number of conditions precedent which are set out in Schedules 1 to 4 to this Announcement, respectively. 2.5 Other Material Terms to the Proposed Transactions. In addition, the other material terms to the Proposed Transactions are set out below: in connection with the Proposed Transactions, HI and APBL will give certain undertakings to each other the effect of which is to regulate the extent to which (1) HI will be restricted from competing with APBL in Indonesia and New Caledonia and (2) APBL will be restricted from competing with HI in India; and prior to completion of the Proposed Disposals, APBL and HI shall discuss in good faith the commercial terms of the licenses with APBA and APB-Pearl for the production, marketing and sale of any of the beer products under trademarks owned by APBL, including but not limited to Tiger. 2.6 Material Terms to the Proposed BINTANG Brand Acquisition. The material terms to the Proposed BINTANG Brand Acquisition are set out in Schedule 5 to this Announcement. 3. CONSIDERATION 3.1 Proposed Disposals. The amounts payable by HI to APBL for the Proposed Disposals are as follows: Sale Price for APBA HI will pay APBL INR1,153.9 million (S$34.5 million) (the APBA Consideration ) to acquire the entire share capital of APBA. The APBA Consideration was arrived at after arm s length negotiations and on a willing-buyer and willing-seller basis, taking into account adjustments for net debt. The APBA Consideration will be subject to customary closing adjustments as at the date of completion of the Proposed APBA Disposal Sale Price for APB-Pearl HI will pay APBL INR585.5 million (S$17.4 million) (the APB-Pearl Consideration ) to acquire the entire share capital of APB-Pearl. The APB-Pearl Consideration was arrived at after arm s length negotiations and on a willing-buyer and willing-seller basis, taking into account adjustments for net debt. The APB-Pearl Consideration will be subject to customary closing adjustments as at the date of completion of the Proposed APB-Pearl Disposal. 5

6 3.1.3 Maximum Consideration for the Proposed Disposals The total consideration payable by HI for APBA and APB-Pearl (excluding the adjustments) shall not exceed INR3.0 billion (S$89.6 million). 3.2 Proposed GBNC Acquisition. APBL will pay HI CFPF6,765.0 million (S$118.0 million) (the GBNC Consideration ) to acquire the GBNC Sale Shares. The GBNC Consideration was arrived at after arm s length negotiations and on a willing-buyer and willing-seller basis, taking into account adjustments for net debt. The GBNC Consideration will be subject to an adjustment based on the increase in the equity value of GBNC between 1 October 2009 and the date of completion of the Proposed GBNC Acquisition. 3.3 Proposed MBI Acquisition. APBL will pay HI IDR2,232.7 billion (S$327.6 million) (the MBI Consideration ) to acquire the MBI Sale Shares and the Niaga Share. The MBI Consideration was arrived at after arm s length negotiations and on a willing-buyer and willing-seller basis. The MBI Consideration will be subject to an adjustment based on the increase in the equity value of MBI between 1 October 2009 and the date of Completion, which will be determined prior to the date of Completion. 3.4 Proposed BINTANG Brand Acquisition. APBL will pay HBBV EUR18.6 million (S$38.8 million) (the BINTANG Brand Consideration ) in consideration for the transfer of ownership of the BINTANG brand and related income streams. The BINTANG Brand Consideration was arrived at after arm s length negotiations and on a willing-buyer and willing-seller basis. 4. MBI TENDER OFFER 4.1 MTO. Upon Completion, APBL will be required to make a mandatory tender offer ( MTO ) for the remaining MBI Shares listed on the Indonesia Stock Exchange in accordance with Bapepam-LK Regulation No. IX.H.1, attachment to the Decree of the Chairman of Bapepam- LK No. Kep-259/BL/2008 dated 30 June 2008 on Takeover of Public Companies and, Bapepam-LK Regulation No. IX.F.1, attachment to Decree of the Chairman of Bapepam No. Kep-04/PM/2002 dated 3 April 2008 on Tender Offers. 4.2 MTO Price. The price offered to all shareholders of MBI as part of the MTO would be the higher of (i) the average of the highest daily traded prices over the 90-day period prior to this Announcement or (ii) the price in Indonesian Rupiah per MBI Share paid by APBL to HI (the MTO Price ) at Completion. HI has irrevocably undertaken to APBL to, inter alia: tender, upon APBL s request, additional number of MBI Shares in the MTO; and that neither it nor its related corporations would tender any MBI Shares in the MTO without the prior written consent of APBL. 4.3 Private Offer. APBL intends to concurrently launch a private offer ( Private Offer ) outside of Indonesia for the remaining depository receipts of MBI Shares issued by Hollandsch Administratiekantoor B.V. held by investors other than HI (representing approximately 4.0% of MBI Shares) at a price per depository receipt equivalent to the MTO Price. 6

7 4.4 Maximum Consideration. It is expected that the maximum amount payable by the Company to acquire the MBI Sale Shares and the Niaga Share under the Proposed MBI Acquisition, the MTO (excluding any additional shares tendered by HI) and the Private Offer is approximately IDR 2,721.0 billion (S$399.3 million). 5. VALUATION 5.1 Proposed APBA Disposal. Based on the audited balance sheet of APBA as at 30 September 2009, the book value and the net tangible asset value of APBA shares are INR329.3 million (S$9.6 million). 5.2 Proposed APB-Pearl Disposal. Based on the audited balance sheet of APB-Pearl as at 30 September 2009, the book value and the net tangible asset value of the APB-Pearl shares are INR200.1 million (S$5.9 million). 5.3 Proposed GBNC Acquisition. Based on the unaudited balance sheet of GBNC as at 30 September 2009, the book value and the net tangible asset value of the GBNC Sale Shares are CFPF1,678.2 million (S$29.0 million). 5.4 Proposed MBI Acquisition. Based on the unaudited balance sheet of MBI as at 30 September 2009, the book value and the net tangible asset value of the MBI Sale Shares are IDR186.4 billion (S$27.2 million) and IDR185.0 billion (S$27.0 million) respectively. 6. INTENDED USE OF THE SALE PROCEEDS AND SOURCE OF FUNDS The Proposed Acquisitions will be funded in part by the sale proceeds received from the Proposed Disposals, with the balance being funded by internal resources, bank borrowings and issuance of bonds. 7. FINANCIAL EFFECTS Proposed Disposals. The financial effects of the Proposed Disposals are set out as follows: Net Loss The net loss attributable to the entire issued share capital of each of APBA and APB- Pearl 5 is INR156.2 million (S$4.6 million) and INR183.5 million (S$5.4 million) respectively based on the audited financial statements of APBA and APB-Pearl as at 30 September APBL is expected to record no material gain or loss upon the completion of the Proposed Disposals. 4 Before taking into account the fees and expenses which may be incurred in connection with the Proposed Transactions. 5 Net loss attributable to APBL for the twelve month period up to 30 September APB-Pearl became a wholly-owned subsidiary of APBL on 1 June

8 7.1.2 NTA Assuming that the Proposed Disposals had been completed on 30 September 2009, being the end of the most recently completed financial year of the Group, and based on the Group s latest announced consolidated accounts as at 30 September 2009, the effect on the net tangible asset 6 ( NTA ) per APBL share ( Share ) as at 30 September 2009 is as follows: Before the Proposed Disposals After the Proposed Disposals NTA (S$ million) NTA per Share (Singapore cents) Earnings Assuming that the Proposed Disposals had been completed on 1 October 2008, being the beginning of the most recently completed financial year of the Group, and based on the Group s latest announced consolidated accounts as at 30 September 2009, the effect on the earnings per Share for the financial year ended 30 September 2009 is as follows: Before the Proposed Disposals After the Proposed Disposals Profit / (loss) after tax and minority interests 7 (S$ 000) Weighted average number of Shares ( 000) Basic earnings per Share (Singapore cents) Diluted earnings per Share (Singapore cents) 157, , , , Proposed Acquisitions. The financial effects of the Proposed Acquisitions are set out below: 6 Net tangible assets attributable to the Shareholders. 7 Before exceptional items. 8

9 7.2.1 Net Profit The net profit attributable to each of GBNC, MBI and the BINTANG Marks is CFPF912.9 million (S$15.8 million), IDR423.6 billion (S$61.8 million) and EUR3.7 million (S$7.7 million) respectively based on the unaudited financial statements of GBNC and MBI as at 30 September NTA Assuming that the Proposed Acquisitions had been completed on 30 September 2009, being the end of the most recently completed financial year of the Group, and based on the Group s latest announced consolidated accounts as at 30 September 2009, the effect on the NTA per Share as at 30 September 2009 is as follows: Before the Proposed Acquisitions After the Proposed Acquisitions NTA (S$ million) NTA per Share (Singapore cents) Earnings Assuming that the Proposed Acquisitions had been completed on 1 October 2008, being the beginning of the most recently completed financial year of the Group, and based on the Group s latest announced consolidated accounts as at 30 September 2009, the effect on the earnings per Share for the financial year ended 30 September 2009 is as follows: Before the Proposed Acquisitions After the Proposed Acquisitions Profit / (loss) after tax and minority interests 8 (S$ 000) Weighted average number of Shares ( 000) Basic earnings per Share (Singapore cents) Diluted earnings per Share (Singapore cents) 157, , , , The Proposed Acquisitions are assumed to be 100% debt financed. Further, the profit / (loss) after tax and minority interests exclude the effect of fair value adjustments to the assets, liabilities and contingent liabilities arising from the Proposed Acquisitions. The fair value adjustments and the value of intangibles will be determined based on a purchase price allocation exercise to be conducted subsequent to the Completion. 9

10 7.3 Proposed Transactions. The financial effects of the Proposed Transactions are set out below: Net Profit The net profit attributable to the Proposed Transactions is S$95.2 million respectively based on the audited financial statements of APBA, APB-Pearl and unaudited financial statements of GBNC and MBI for the period ended 30 September NTA Assuming that the Proposed Transactions had been completed on 30 September 2009, being the end of the most recently completed financial year of the Group, and based on the Group s latest announced consolidated accounts as at 30 September 2009, the effect on the NTA per Share as at 30 September 2009 is as follows: Before the Proposed Transactions After the Proposed Transactions NTA (S$ million) NTA per Share (Singapore cents) Earnings Assuming that the Proposed Transactions had been completed on 1 October 2008, being the beginning of the most recently completed financial year of the Group, and based on the Group s latest announced consolidated accounts as at 30 September 2009, the effect on the earnings per Share for the financial year ended 30 September 2009 is as follows: Before the Proposed Transactions After the Proposed Transactions Profit / (loss) after tax and minority interests 9 (S$ 000) Weighted average number of Shares ( 000) Basic earnings per Share (Singapore cents) Diluted earnings per Share (Singapore cents) 157, , , , The Proposed Acquisitions are assumed to be 100% debt financed. Further, the profit / (loss) after tax and minority interests exclude the effect of fair value adjustments to the assets, liabilities and contingent liabilities arising from the Proposed Acquisitions. The fair value adjustments and the value of intangibles will be determined based on a purchase price allocation exercise to be conducted subsequent to the Completion. 10

11 8. RELATIVE FIGURES UNDER RULE 1006 OF THE LISTING MANUAL 8.1 Proposed Disposals The aggregate of the APBA Consideration and the APB-Pearl Consideration is approximately INR1,739.4 million (S$51.9 million) (the Aggregate Disposal Consideration ). The relative figures of the Aggregate Disposal Consideration computed on the bases set out in Rule 1006 of the Listing Manual are set out in the table below: Rule 1006 Bases Relative Figures (%) (a) The net asset value 10 ( NAV ) of the entire issued share capital of APBA and APB-Pearl, compared with the Group s NAV based on the Group s latest announced consolidated accounts as at 30 September (b) The net profits 11 attributable to the entire issued share capital of APBA and APB-Pearl, compared with the net profits of the Group based on the Group s latest announced consolidated accounts as at 30 September n.m. (c) (d) The aggregate value of the Aggregate Disposal Consideration, compared with APBL s market capitalisation based on the total number of issued shares excluding treasury shares as at 2 December The number of equity securities issued by APBL as consideration for the Proposed Disposals, compared with the number of equity securities previously in issue. 1.7 Not applicable 8.2 Proposed Acquisitions The aggregate of the GBNC Consideration, the MBI Consideration and the BINTANG Brand Consideration is approximately S$484.4 million (the Aggregate Acquisition Consideration ). The relative figures of the Aggregate Acquisition Consideration computed on the bases set out in Rule 1006 of the Listing Manual are set out in the table below: 10 Attributable to the Shareholders. 11 For the purpose of Rule 1006 tests, net profits are defined as profits before tax, minority interests and extraordinary items. 12 Being the last day when the Shares were traded on the SGX-ST prior to the announcement of the Proposed Transactions. 11

12 Rule 1006 Bases Relative Figures (%) (a) (b) (c) (d) The NAV of the assets to be disposed of, compared with the Group s NAV based on the Group s latest announced consolidated accounts as at 30 September The net profits attributable to the assets acquired pursuant to the Proposed Acquisitions, compared with the net profits of the Group based on the Group s latest announced consolidated accounts as at 30 September The aggregate value of the Aggregate Acquisition Consideration, compared with APBL s market capitalisation based on the total number of issued shares excluding treasury shares as at 2 December The number of equity securities issued by APBL as consideration for the Proposed Acquisitions, compared with the number of equity securities previously in issue. Not applicable Not applicable 8.3 Proposed Transactions The aggregate of the Aggregate Disposal Consideration and the Aggregate Acquisition Consideration is approximately S$536.3 million (the Aggregate Consideration ). The relative figures of the Aggregate Consideration computed on the bases set out in Rule 1006 of the Listing Manual are set out in the table below: Rule 1006 Bases Relative Figures (%) (a) (b) The NAV of the assets to be disposed of, compared with the Group s NAV based on the Group s latest announced consolidated accounts as at 30 September The net profits attributable to the entire issued share capital of APBA, APB-Pearl, GBNC, MBI and the BINTANG Marks, compared with the net profits of the Group based on the Group s latest announced consolidated accounts as at 30 September (c) The aggregate value of the Aggregate Consideration, compared with APBL s market capitalisation based on the total number of issued shares excluding treasury shares as at 2 December

13 Rule 1006 Bases Relative Figures (%) (d) The number of equity securities issued by APBL as consideration for the Proposed Acquisitions, compared with the number of equity securities previously in issue. Not applicable 9. CHAPTER 9 OF THE LISTING MANUAL 9.1 NTA. Based on the latest audited consolidated accounts of the Group, the consolidated NTA of the Group was S$818.5 million as at 30 September In relation to APBL, for the purposes of Chapter 9 of the Listing Manual, in the current financial year and until such time as the consolidated audited accounts of the Group for the financial year ending 30 September 2010 are published, 5 per cent. of the latest audited consolidated NTA of the Group would be S$40.9 million, and 3 per cent. of the latest audited consolidated NTA of the Group would be S$24.6 million. 9.2 Controlling Shareholders. As at the date of this Announcement, Asia Pacific Investments Pte Ltd ( APIPL ) has a direct interest in 167,333,732 Shares, representing approximately per cent. of the issued share capital of APBL. Heineken through its deemed interest in APIPL s 167,333,732 Shares and a direct interest, through its wholly-owned subsidiary HI, in 24,513,560 Shares (representing approximately 9.49 per cent. of the issued share capital of APBL) has an aggregate interest in 191,847,292 Shares, representing approximately 74.3 per cent. of the issued share capital of APBL. Accordingly, Heineken is deemed to be a controlling shareholder of APBL under the Listing Manual. 9.3 Existing Transactions. Save for Interested Person Transactions entered into pursuant to the Shareholders Mandate, APBL (together with its entities at risk) has not entered into any transactions with Heineken and its associates since the beginning of the current financial year. 9.4 Total Value of Interested Person Transactions. Save for Interested Person Transactions entered into pursuant to the Shareholders Mandate, as at the date of this Announcement, the total value of all interested person transactions since the beginning of the current financial year is S$66, Independent Financial Adviser. Pursuant to Rule 921(4)(a) of the Listing Manual, Barclays Bank PLC, Singapore branch ( IFA ) has been appointed as the independent financial adviser to provide an opinion on whether the Proposed Transactions are on normal commercial terms and are not prejudicial to the interests of APBL and its minority Shareholders. 9.6 Opinion of the Audit Committee. The Audit Committee will obtain an opinion from the IFA before forming its view as to whether the Proposed Transactions are on normal commercial terms and are not prejudicial to the interests of APBL and its minority Shareholders. The opinion of the Audit Committee will be set out in the Circular (as defined below). 13

14 10. APPROVALS 10.1 Conditions to the Proposed Transactions. The completion of the Proposed Transactions are conditional on, inter alia, Shareholders approval being obtained at an extraordinary general meeting to be convened (the EGM ) Abstention from Voting. Heineken and its associates will abstain from voting on the Ordinary Resolutions in relation to the Proposed Transactions to be proposed at the EGM. Fraser and Neave, Limited ( F&N ) has agreed to give an undertaking to HI, Heineken Nederlands Beheer B.V. and HBBV (collectively, the Heineken Entities ) to vote all its Shares, and to cause APIPL to vote all its Shares, in favour of the Proposed Transactions, subject to and upon receipt of confirmation from the SGX-ST that it has no objection to such voting. In relation to APIPL, the Heineken Entities will abstain from, and will procure their nominee directors on the board of directors of APIPL to abstain from, the decision-making process at APIPL on how APIPL should vote its Shares in relation to the Proposed Transactions. 11. DIRECTORS INTERESTS AND CONTROLLING SHAREHOLDERS INTEREST 11.1 Directors Interests Mr Simon Israel, Chairman of the Company, is also a director of F&N Mr Roland Pirmez, Chief Executive Officer of the Company, is also a director of APBA and APB-Pearl Mr Koh Poh Tiong is Chief Executive Officer of the Food and Beverage division of F&N Mr Siep Hiemstra currently holds the position of President, Heineken Asia Pacific and he is also a member of Heineken Executive Committee on a global basis. He is currently the Chairman of Heineken Asia Pacific Pte Ltd, and holds directorship in the Heineken group of companies in Asia Pacific, including MBI. He is also a director of APBA and APB-Pearl Mr David Richard Hazelwood has held various positions in Heineken companies between 1980 and His last position was Director, Group Finance of Heineken based in The Netherlands Mr Huang Hong Peng, alternate director to Mr Koh Poh Tiong, is also Deputy Chief Executive Officer of the Food and Beverage division of F&N Mr Kenneth Choo Tay Sian, alternate director to Mr Siep Hiemstra, is the Director- Finance & Business Development of Heineken in Asia Pacific and is a director of Heineken Asia Pacific Pte Ltd and Heineken Far East Pte Ltd Mr Robert S Lette, alternate director to Mr David Richard Hazelwood, is a nonexecutive director of Heineken Beverages Switzerland. 14

15 11.2 Controlling Shareholders Interests. APIPL is an investment holding company incorporated in Singapore. APIPL is a joint venture company whose shares are equally held by Heineken (through its wholly-owned subsidiaries) and F&N. Save as disclosed in this Announcement, none of the controlling Shareholders have any interest in the Proposed Transactions. 12. DIRECTORS SERVICE CONTRACTS No person is proposed to be appointed as a director of APBL in relation to the Proposed Transactions. Accordingly, no service contract is proposed to be entered into between APBL and any such person. 13. DOCUMENTS FOR INSPECTION Copies of the sale and purchase agreements in relation to the Proposed Transactions are available for inspection by Shareholders during normal business hours at the registered address of APBL at 438 Alexandra Road, #16-01 Alexandra Point, Singapore for three months from the date of this Announcement. 14. EXTRAORDINARY GENERAL MEETING 14.1 A circular (the Circular ) setting out further information and the final terms and conditions of the Proposed Transactions, together with a notice of the EGM to be convened, will be despatched to Shareholders in due course In the meantime, Shareholders are advised to refrain from taking any action in relation to their APBL shares which may be prejudicial to their interests until they or their advisers have considered the opinion of the Audit Committee and the information in the Circular, as well as the recommendations to be set out in the Circular. BY ORDER OF THE BOARD Anthony Cheong Company Secretary Asia Pacific Breweries Limited 7 December

16 SCHEDULE 1 CONDITIONS PRECEDENT TO THE PROPOSED APBA DISPOSAL All capitalised terms used and not defined in this Schedule shall have the same meanings given to them in the APBA Disposal Agreement, a copy of which is available for inspection at the registered office of APBL during normal business hours for three months from the date of this Announcement. 2. CONDITIONS Conditions 2.1 Completion is conditional on the following Conditions being satisfied or waived (as the case may be) on or before the Long Stop Date: the passing at a general meeting of the Vendor (or any adjournment thereof) of the following resolutions which approve: (A) (B) (C) (D) (E) the sale of the Shares pursuant to this Agreement; the purchase of MBI shares and depository receipts of MBI shares pursuant to the MBI SPA; the deferred transfer of the MBI brand and the related income stream pursuant to the Master Brand Agreement; the purchase of GBNC shares pursuant to the GBNC SPA; and the sale of APB-Pearl shares pursuant to the APB-Pearl SPA; all Required Consents having been obtained, and such Required Consents: (A) (B) not being subject to compliance with any term, condition, restriction, limitation or direction whatsoever which is not acceptable to the Purchaser; and being in full force and effect, and the Purchaser shall have been furnished with evidence reasonably satisfactory to it of the granting of such Required Consents; without prejudice to the generality of clause 2.1.2, all necessary approvals under all applicable competition laws having been obtained from the relevant Governmental Bodies in India, to the extent required, and such approvals: (A) (B) not being subject to compliance with any term, condition, restriction, limitation or direction whatsoever which is not acceptable to the Purchaser; and being in full force and effect, and the Purchaser shall have been furnished with evidence reasonably satisfactory to it of the granting of such approvals; completion of the APB-Pearl SPA, in accordance with its terms, occurring simultaneously with Completion; completion of the Heineken SPAs, in accordance with their terms, occurring simultaneously with Completion; 16

17 2.1.6 the Company having sold and transferred its investment in UBL to a third party; no court or Governmental Body shall have enacted, issued, promulgated, enforced or entered any law, non-appealable judgment, decree or injunction that is in effect immediately prior to Completion, which permanently enjoins, restrains or prohibits this Agreement or completion of the Transaction; and there not having occurred any event or circumstance which would have or would reasonably be expected to have a material adverse effect on the financial position of the Company taken as a whole, excluding (i) any events or circumstances caused by or due to general economic conditions, (ii) any facts or circumstances generally applicable to the beer industry as a whole (but not solely related to the beer industry in India), and (iii) facts or circumstances attributable to the public announcement of the transactions contemplated in this Agreement. 17

18 SCHEDULE 2 CONDITIONS PRECEDENT TO THE PROPOSED APB-PEARL DISPOSAL All capitalised terms used and not defined in this Schedule shall have the same meanings given to them in the APB-Pearl Disposal Agreement, a copy of which is available for inspection at the registered office of APBL during normal business hours for three months from the date of this Announcement. 2. CONDITIONS Conditions 2.1 Completion is conditional on the following Conditions being satisfied or waived (as the case may be) on or before the Long Stop Date: the passing at a general meeting of the Vendor (or any adjournment thereof) of the following resolutions which approve: (A) (B) (C) (D) (E) the sale of the Shares pursuant to this Agreement; the purchase of MBI shares and depository receipts of MBI shares pursuant to the MBI SPA; the deferred transfer of the MBI brand and the related income stream pursuant to the Master Brand Agreement; the purchase of GBNC shares pursuant to the GBNC SPA; and the sale of APBA shares pursuant to the APBA SPA; all Required Consents having been obtained, and such Required Consents: (A) (B) not being subject to compliance with any term, condition, restriction, limitation or direction whatsoever which is not acceptable to the Purchaser; and being in full force and effect, and the Purchaser shall have been furnished with evidence reasonably satisfactory to it of the granting of such Required Consents; without prejudice to the generality of clause 2.1.2, all necessary approvals under all applicable competition laws having been obtained from the relevant Governmental Bodies in India, to the extent required, and such approvals: (A) (B) not being subject to compliance with any term, condition, restriction, limitation or direction whatsoever which is not acceptable to the Purchaser; and being in full force and effect, and the Purchaser shall have been furnished with evidence reasonably satisfactory to it of the granting of such approvals; completion of the APBA SPA, in accordance with its terms, occurring simultaneously with Completion; completion of the Heineken SPAs, in accordance with their terms, occurring simultaneously with Completion; 18

19 2.1.6 no court or Governmental Body shall have enacted, issued, promulgated, enforced or entered any law, non-appealable judgment, decree or injunction that is in effect immediately prior to Completion, which permanently enjoins, restrains or prohibits this Agreement or completion of the Transaction; and there not having occurred any event or circumstance which would have or would reasonably be expected to have a material adverse effect on the financial position of the Company taken as a whole, excluding (i) any events or circumstances caused by or due to general economic conditions, (ii) any facts or circumstances generally applicable to the beer industry as a whole (but not solely related to the beer industry in India), and (iii) facts or circumstances attributable to the public announcement of the transactions contemplated in this Agreement. 19

20 SCHEDULE 3 CONDITIONS PRECEDENT TO THE PROPOSED GBNC ACQUISITION All capitalised terms used and not defined in this Schedule shall have the same meanings given to them in the GBNC Acquisition Agreement, a copy of which is available for inspection at the registered office of APBL during normal business hours for three months from the date of this Announcement. 2. CONDITIONS Conditions 2.1 Completion is conditional on the following Conditions being satisfied or waived (as the case may be) on or before the Long Stop Date: the passing at a general meeting of the Purchaser (or any adjournment thereof) of the following resolutions which approve: (A) (B) (C) (D) the purchase of the Shares pursuant to this Agreement; the purchase of MBI shares and depository receipts of MBI shares pursuant to the MBI SPA; the deferred transfer of the MBI brand and the related income stream pursuant to the Master Brand Agreement; and the sale of APBA shares and APB-Pearl shares pursuant to the APBA SPA and the APB-Pearl SPA respectively; all Required Consents having been obtained, and such Required Consents: (A) (B) not being subject to compliance with any term, condition, restriction, limitation or direction whatsoever which is not acceptable to the Purchaser; and being in full force and effect, and the Purchaser shall have been furnished with evidence reasonably satisfactory to it of the granting of such Required Consents; without prejudice to the generality of clause 2.1.2, all necessary approvals under all applicable competition laws having been obtained from the relevant Governmental Bodies in New Caledonia, to the extent required, and such approvals: (A) (B) not being subject to compliance with any term, condition, restriction, limitation or direction whatsoever which is not acceptable to the Purchaser; and being in full force and effect, and the Purchaser shall have been furnished with evidence reasonably satisfactory to it of the granting of such approvals; subject to clause 2.7, the outcome of the Confirmatory Due Diligence investigation conducted on the Company by the Purchaser, being to the Purchaser s satisfaction; completion of the MBI SPA, in accordance with its terms, occurring simultaneously with Completion; 20

21 2.1.6 completion of the APB SPAs, in accordance with their terms, occurring simultaneously with Completion; no court or Governmental Body shall have enacted, issued, promulgated, enforced or entered any law, non-appealable judgment, decree or injunction that is in effect immediately prior to Completion, which permanently enjoins, restrains or prohibits this Agreement or completion of the Transaction; and there not having occurred any event or circumstance which would have or would reasonably be expected to have a material adverse effect on the financial position of the Company taken as a whole, excluding (i) any events or circumstances caused by or due to general economic conditions, (ii) any facts or circumstances generally applicable to the beer industry as a whole (but not solely related to the beer industry in New Caledonia), and (iii) facts or circumstances attributable to the public announcement of the transactions contemplated in this Agreement. 21

22 SCHEDULE 4 CONDITIONS PRECEDENT TO THE PROPOSED MBI ACQUISITION All capitalised terms used and not defined in this Schedule shall have the same meanings given to them in the MBI Acquisition Agreement, a copy of which is available for inspection at the registered office of APBL during normal business hours for three months from the date of this Announcement. 2. CONDITIONS Conditions 2.1 Completion is conditional on the following Conditions being satisfied or waived (as the case may be) on or before the Long Stop Date: the passing at a general meeting of the Purchaser (or any adjournment thereof) of the following resolutions which approve: (A) (B) (C) (D) the purchase of the Sale Shares and any Additional Shares pursuant to this Agreement; the deferred transfer of the MBI brand and the related income stream pursuant to the Master Brand Agreement; the purchase of GBNC shares pursuant to the GBNC SPA; and the sale of APBA shares and APB-Pearl shares pursuant to the APBA SPA and APB- Pearl SPA respectively; the passing at the EGM of the Company of a resolution approving the following: (A) (B) the transfer by the Vendor of the Shares to the Purchaser for the sole purpose of obtaining approval from the BKPM; and the appointment of the nominees of the Purchaser to the Company s board of directors and the board of commissioners with effect from Completion; the Company shall have obtained the Approval from BKPM for the transfer of the Shares as contemplated in this Agreement and such Approval not being subject to any material restrictions; no court or Governmental Body shall have enacted, issued, promulgated, enforced or entered any law, non-appealable judgment, decree or injunction that is in effect immediately prior to Completion, which permanently enjoins, restrains or prohibits this Agreement or completion of the Transaction; completion of the GBNC SPA, in accordance with its terms, occurring simultaneously with Completion; completion of the APB SPAs, in accordance with their terms, occurring simultaneously with Completion; receipt by the Purchaser of a letter of consent issued by MBI substantially in the form in Schedule 8 in respect of the assignment of the Technical Assistance Agreement; and 22

23 2.1.8 there not having occurred any event or circumstance which would have or would reasonably be expected to have a material adverse effect on the financial position of the Company taken as a whole, excluding (i) any events or circumstances caused by or due to general economic conditions, (ii) any facts or circumstances generally applicable to the beer industry as a whole (but not solely related to the beer industry in Indonesia), and (iii) facts or circumstances attributable to the public announcement of the transactions contemplated in this Agreement. 23

24 SCHEDULE 5 MATERIAL TERMS TO THE PROPOSED BINTANG BRAND ACQUISITION All capitalised terms used and not defined in this Schedule shall have the same meanings given to them in the BINTANG Brand Agreements, copies of which is available for inspection at the registered office of APBL during normal business hours for three months from the date of this Announcement. Material terms to the BINTANG Brand Agreements are as follows: 1. Master Brand Agreement. (i) Under the Master Brand Agreement, HBBV shall inter alia: (a) (b) (c) assign to APBL all rights, title and interest worldwide to certain BINTANG Marks (the Phase I BINTANG Marks ) with effect from Completion; grant to APBL a worldwide and exclusive, transferable, irrevocable, royaltyfree licence to use certain BINTANG Marks (the Phase II BINTANG Marks and 2006 BINTANG Labels ) with effect from Completion until a later date (the Deferred Assignment Date ); and assign to APBL all rights, title and interest worldwide to the Phase II BINTANG Marks and 2006 BINTANG Labels with effect from the Deferred Assignment Date subject to the satisfaction of certain conditions. (ii) APBL shall grant to HBBV separate licences which are perpetual, irrevocable, royalty free and exclusive to use the Phase II BINTANG Marks and 2006 BINTANG Labels strictly for heritage reasons only and not for any commercial reasons. These licences will take effect on or after the Deferred Assignment Date. 2. BINTANG Deed of Assignment. (i) Under the terms of the BINTANG Deed of Assignment, HSC shall: (a) (b) assign to APBL all of HSC s rights, interests and obligations under the MBI Technical Assistance Agreement; and shall procure the execution by MBI of the letter of consent from MBI ( MBI Consent ) and deliver the same to APBL on the date of Completion. (ii) The BINTANG Deed of Assignment shall only come into full force and effect on all of the following conditions being satisfied: (a) (b) completion of the Proposed MBI Acquisition; receipt by HBBV of the BINTANG Brand Consideration under the Master Brand Agreement; and 24

25 (c) the appointment of HSC, on Completion, by APBL as its technical advisor for MBI under the BINTANG Technical Assistance Agreement (as defined below). 3. BINTANG Technical Assistance Agreement. In connection with the entry into of the BINTANG Deed of Assignment, the Company will enter into a technical assistance agreement for the appointment of HSC as the Company s exclusive technical advisor in respect of all the technical and operational aspects of operating the breweries of MBI and the rendering of technical assistance by HSC on the Company s behalf to MBI (the BINTANG Technical Assistance Agreement ) upon Completion. 25