Carlton & United Breweries

Foster’s group shareholders approve scheme to implement SABMiller proposal

1 Dec 2011

Foster’s Group Limited (“Foster’s”) shareholders today voted overwhelmingly in favour of the scheme of arrangement (“Scheme”) which, subject to approval from the Supreme Court of Victoria, will result in SABMiller Beverage Investments Pty Limited, an indirect wholly owned subsidiary of SABMiller plc, acquiring all Foster’s shares.

The resolution to approve the Scheme was approved by Foster’s ordinary shareholders at a meeting in Melbourne. The results of the Scheme Meeting are attached. In summary, 99.1% of the votes cast were in favour of the resolution, and 87.2% of shareholders present at the meeting (in person or by proxy) voted in favour of the resolution.

Foster’s chairman David Crawford thanked Foster’s shareholders for their support of the Board’s recommendation to approve the Scheme.

“This is a historic day for this great Australian brewing company. While the ownership of Foster’s will soon change, the beer and the brands will still be produced in Australia and be developed and brewed by Australians,” Mr Crawford said.

“The company will continue to be a central part of the Australian community through its local manufacturing, its community support and, of course, its famous brands. Foster’s has been part of Australia for over a century and is certain to continue to feature in Australian life for many years to come.”

As announced to ASX on 18 November 2011, as a class ruling from the Australian Commissioner of Taxation in connection with the proposed Capital Return was not able to be obtained on terms that were acceptable to Foster’s and SABMiller, the Capital Return Resolution was not put to Foster’s Shareholders at the General Meeting today.

Foster’s will apply to the Supreme Court of Victoria for approval of the Scheme at a hearing scheduled for 2 December 2011. The Board will make a further announcement after the Court has considered the matter. If the Supreme Court of Victoria approves the Scheme, Foster’s proposes to lodge the orders of the Court with the Australian Securities and Investments Commission on 2 December 2011 and the Scheme will become effective on that date. If this occurs, Foster’s shares will cease trading on the Australian Securities Exchange on 2 December 2011.

If Court approval is granted, Foster’s fully paid shareholders will receive $5.40 per fully paid share and Foster’s partly paid shareholders will receive between $1.36 and $2.17 per partly paid share (depending upon the unpaid portion of the issue price of the partly paid shares).
Shareholders are expected to be sent their transaction consideration by 21 December 2011.

Foster’s has established the Foster’s Shareholder Information Line to answer questions shareholders may have in relation to the Transaction. The Foster’s Shareholder Information Line is available on business days between 9.00 a.m. and 5.00 p.m. (Melbourne time) on 1300 048 608 (within Australia) or +61 3 9415 4812 (international).

Further information:

Andrew Butcher
Butcher & Co.
Tel: +61 3 9654 0735
Mob: +61 400 841 088

Ian Smith
Bespoke Approach
Tel: +61 8 8419 2888
Mob: +61 418 814 611

Chris Knorr
Foster’s Group Limited
Tel: +61 3 9633 2685
Mob: +61 417 033 623

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