Recommended Cash Offer For Scottish & Newcastle Plc By Sunrise Acquisitions Limited (a Company Jointly Owned By Heineken And Carlsberg)

Amsterdam, Netherlands, Jan 25, 2008 - (ABN Newswire) - Summary

* The boards of Sunrise Acquisitions Limited ("BidCo") and Scottish & Newcastle plc ("S&N") announce that they have reached agreement on the terms of a recommended cash offer to be made by BidCo, a newly incorporated company jointly owned by Carlsberg A/S ("Carlsberg") and Heineken N.V. ("Heineken") for the entire issued and to be issued share capital of S&N (the "Offer"). * Under the terms of the Offer, Scheme Shareholders will receive 800 pence in cash for each S&N Share. The Offer will be implemented by way of a court-sanctioned Scheme of Arrangement (the "Scheme"). * The Offer values S&N's entire existing issued share capital at approximately £7.6 billion and the entire issued and to be issued share capital at approximately £7.8 billion. No final dividend will be payable. * The Offer of 800 pence per S&N Share represents:

- a premium of 50.7 per cent. to the Closing Price of 531 pence per S&N Share on 28 March 2007, being the date immediately before speculation first arose around a possible offer for S&N; - a premium of 25.7 per cent. to the Closing Price of 637 pence per S&N Share on 16 October 2007, being the last Business Day prior to Carlsberg and Heineken announcing that they were in discussions regarding the formation of a consortium to make a possible offer for S&N; and - a multiple of 14.3x S&N's EBITDA for the year ended 31 December 2006. * * S&N and Carlsberg have agreed to release projected information for BBH for 2008 - 2010 as set out in this announcement. * Following completion of the Offer, S&N's share of BBH, as well as the French, Greek, Chinese and Vietnamese operations will be transferred to Carlsberg. Heineken will continue to hold the remaining businesses, principally the UK and Ireland, Portuguese, Finnish, Belgian, US and Indian operations. The businesses will be separated as soon as possible and in any event within 12 months after the Effective Date. * The Offer has compelling strategic rationale for both Carlsberg and Heineken. * For Carlsberg, it is a transformational transaction which will deliver a major increase in its operational scale and long term growth prospects, resulting in the creation of the world's fastest growing global beer company. The principal benefits are: * gaining full control of BBH, Carlsberg's key growth asset; * further increasing Carlsberg's exposure to attractive growth markets; * enhancing Carlsberg's position in Western Europe with complementary businesses in France and Greece; * scale benefits, allowing the generation of significant synergy benefits based on reductions in overheads, implementation of best brewing practices and purchasing savings; * enhancing Carlsberg's brand portfolio by adding premium brands with strong local and international potential; and * expanding Carlsberg's Asian platform in the attractive Chinese and Vietnamese markets. * For Heineken, the transaction will provide undisputed leadership in Europe and significant opportunities in profitable markets to grow the premium Heineken brand. The principal benefits are: * the acquisition of excellent platforms for future growth;

- extensive new distribution and portfolio platforms in the UK and other markets to drive premium Heineken brand growth; - strong, complementary brands with international appeal and potential (Newcastle Brown Ale, Foster's, Strongbow cider); and - access to the UK cider market, which is growing at 18.6 per cent. p.a.;

* leadership positions in key European markets;

- number 1 in the UK and number 2 positions in the key markets of Portugal, Ireland, Finland and Belgium which are stable, profitable markets; - Heineken has a strong track record in creating value in mature markets through innovation, brand portfolio strategies and rigorous efficiency programmes;

* a step-change in revenue growth, driving sizeable, reliable cash flow and profit streams to support future expansion; * greater exposure to developing markets and segments, with positions in India and the US import market; * estimated annual synergies of £120 million by year four with 70 per cent. in costs and 30 per cent. in revenues; and * optimisation of Heineken's capital structure. * The Scheme Document, containing further information about the Offer, will be posted to S&N Shareholders as soon as practicable. The Scheme will be put to Scheme Shareholders at the Court Meeting and the EGM. * The Offer is subject to the approval of Heineken and Heineken Holding N.V. ("Heineken Holding") shareholders. S&N has received irrevocable undertakings from the controlling family shareholders in respect of all of their own beneficial holdings of Heineken shares and Heineken Holding shares to vote in favour of (or procure the voting in favour of) any such resolutions that may be necessary to approve, effect and implement the Offer by BidCo to be proposed at the Heineken Shareholders' Meeting and the Heineken Holding Shareholders' Meeting. * The approval of the European Commission and certain other competition authorities will also be required. Subject to the satisfaction of the Conditions, it is expected that the Scheme will become effective during Q2 2008. * The directors of S&N, who have been so advised by Deutsche Bank, Rothschild and UBS, consider the terms of the Offer to be fair and reasonable. In providing their advice, Deutsche Bank, Rothschild and UBS have taken into account the commercial assessments of the directors of S&N. Accordingly, the directors of S&N intend unanimously to recommend that S&N Shareholders vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM, as the directors have undertaken to do as further described below. * BidCo has received irrevocable undertakings to vote in favour of (or procure the voting in favour of) the Scheme and the resolutions at the Court Meeting and the EGM from the directors of S&N in respect of all of their own beneficial shareholdings of S&N Shares amounting, in aggregate, to 9,531,441 S&N Shares, representing approximately 1.0 per cent. of S&N's entire existing issued share capital. These undertakings will remain binding in the event of a competing offer being made for S&N. * BidCo has also received an irrevocable undertaking to procure the voting in favour of the Scheme and the resolutions at the Court Meeting and the EGM from Hartwall Capital OY in respect of 86,710,607 S&N Shares, representing approximately 9.2 per cent. of S&N's entire existing issued share capital. This undertaking will lapse if a third party announces, prior to 5 p.m. on the day which is 20 days after the despatch of the Scheme Document, a firm intention to make an offer with a value of not less than 850 pence per S&N Share. The 9,055,859 S&N Shares beneficially owned by Erik Hartwall and Henrik Therman are not included in such undertaking but, as directors of S&N, they have given undertakings in respect of these shares as referred to above.

Commenting on the Offer, Jorgen Buhl Rasmussen, President and CEO of Carlsberg, said: "This is a truly transformational transaction for Carlsberg. In a single step we have created the world's fastest growing global brewer. We now have full control of our destiny in Russia and other BBH territories and I am truly excited about the new opportunities this will present to us." Commenting on the Offer, Jean-François van Boxmeer, Chairman and CEO of Heineken, said: "This is a significant strategic step for Heineken. It gives us undisputed leadership in Europe and creates significant opportunities in profitable markets to grow the premium Heineken brand. Our proven ability to create value from mature markets coupled with the step-change in revenue growth will drive our future expansion. I look forward to welcoming the Scottish & Newcastle employees into our business and learning from their unique experience and skills." Commenting on the Offer, Sir Brian Stewart, Chairman of S&N, said: "The management and employees of S&N have built a group with strong brands enjoying leading positions in both mature markets in Western Europe and growing emerging markets. These emerging markets include those covered by BBH, the prospects of which shareholders will be better placed to assess as a result of today's announcement. The S&N Board believes that the Consortium's offer delivers a fair value for S&N, reflecting its growth prospects, and will be recommending that shareholders accept." Carlsberg is hosting an analyst presentation at 9.00 a.m. (London time) at the City Presentation Centre, 4 Chiswell Street, London EC1Y 4UP. The analyst presentation will be webcast live and can be accessed via Carlsberg's corporate website at www.carlsberggroup.com. To participate in the live question and answer session to be held after the presentation, analysts should dial +44 20 8515 2301. The webcast of the analyst presentation will also be available via Carlsberg's corporate website at www.carlsberggroup.com. Heineken is hosting an analyst presentation at 10.00 a.m. (London time) at the City Presentation Centre, 4 Chiswell Street, London EC1Y 4UP. The analyst presentation will be webcast live and can be accessed via Heineken's corporate website at www.heinekeninternational.com. To participate in the live question and answer session to be held after the presentation, analysts should dial +44 20 7190 1232. The webcast of the analyst presentation will also be available via Heineken's corporate website at www.heinekeninternational.com. Heineken is hosting a press conference at 11.30 a.m. (London time) at the City Presentation Centre, 4 Chiswell Street, London EC1Y 4UP. The press conference will be webcast live and can be accessed via Heineken's corporate website at www.heinekeninternational.com. To participate in the live question and answer session to be held, members of the press should dial +44 20 8515 2378. The webcast of the press conference will also be available via Heineken's corporate website at www.heinekeninternational.com. Carlsberg is hosting a press conference at 12.15 p.m. (London time) at the City Presentation Centre, 4 Chiswell Street, London EC1Y 4UP. The press conference will be webcast live and can be accessed via Carlsberg's corporate website at www.carlsberggroup.com. To participate in the live question and answer session to be held, members of the press should dial +44 20 7190 1232. The webcast of the press conference will also be available via Carlsberg's corporate website at www.carlsberggroup.com. Carlsberg is hosting a conference call at 2.00 p.m. (London time) for analysts and investors with audio webcast. To participate in the conference call, analysts and investors should dial +1 480 248 5081. Heineken is hosting a conference call at 3.00 p.m. (London time) for analysts and investors with audio webcast. To participate in the conference call, analysts and investors should dial +1 480 629 1990.

This summary should be read in conjunction with the full text of the following announcement and the Appendices. The Scheme will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and Conditions to be set out in the Scheme Document. Appendix II to this announcement contains bases and sources relating to certain information contained in this announcement. Appendix III provides information in relation to certain irrevocable undertakings. Appendix IV contains definitions of certain terms used in this announcement.

Enquiries: Carlsberg Jens Peter Skaarup (Danish Media) Tel: +45 3327 Mikael Bo Larsen 1417 Tel: +45 3327 1223

Heineken Veronique Schyns (Dutch Media) Tel: +31 620 300 Jan van de Merbel 139 Tel: +31 651 400 621 Lehman Brothers (financial adviser and corporate broker to BidCo and Carlsberg) Adrian Fisk Henry Phillips Tel: +44 20 7102 Ed Matthews (Corporate Broking) 1000

Credit Suisse (financial adviser and corporate broker to BidCo and Heineken)Bertrand Facon Stuart Upcraft Tel: +44 20 7888 James Leigh Pemberton (Corporate Broking) 8888





Finsbury (public relations advisers to the Tel: +44 20 7251 Consortium) 3801 Mike Smith Guy Lamming

Scottish & Newcastle Richard Gibb: Head of Corporate Affairs Tel: +44 131 203 Robert Ballantyne: Head of Corporate 2000 Communications Joanna Speed: Head of Investor Relations Deutsche Bank (financial adviser and Tel: +44 20 7545 corporate broker to S&N) 8000 Nigel Meek Jeremy Quin James Arculus James Agnew (Corporate Broking)

Rothschild (financial adviser to S&N) Tel: +44 20 7280 Akeel Sachak 5000 Nicholas Wrigley Robert Plowman UBS (financial adviser and corporate broker Tel: +44 20 7567 to S&N) 8000 Heino Teschmacher James Robertson Tim Waddell (Corporate Broking)

Smithfield (financial public relations Tel: +44 20 7903 adviser to S&N) 0667 John Kiely

























































This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there by any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any response in relation to the Offer should be made only on the basis of the information in the Scheme Document or any document by which the Offer is made. S&N will prepare the Scheme Document to be distributed to S&N Shareholders. S&N and BidCo urge S&N Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. S&N Shareholders may obtain a free copy of the Scheme Document, when it becomes available, from any of Deutsche Bank, Rothschild, UBS, Credit Suisse or Lehman Brothers.

Whether or not certain S&N Shares are voted at the Court Meeting or the EGM, if the Scheme becomes effective those S&N Shares will be cancelled pursuant to the Scheme in return for the payment of 800 pence per S&N Share.

Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Heineken and BidCo and no-one else in connection with the Offer and will not be responsible to anyone other than Heineken or BidCo for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Offer or to the matters referred to herein.

Lehman Brothers, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Carlsberg and BidCo and no-one else in connection with the Offer and will not be responsible to anyone other than Carlsberg or BidCo for providing the protections afforded to clients of Lehman Brothers or for providing advice in relation to the Offer or to the matters referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority; and is regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting exclusively for S&N and no-one else in connection with the Offer and will not be responsible to anyone other than S&N for providing the protections afforded to clients of Deutsche Bank AG or for providing advice in relation to the Offer or to the matters referred to herein. N M Rothschild & Sons Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for S&N and no one else in connection with the Offer and will not be responsible to anyone other than S&N for providing the protections afforded to clients of N M Rothschild & Sons Limited or for providing advice in relation to the Offer or to the matters referred to herein. UBS Investment Bank, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for S&N and no-one else in connection with the Offer and will not be responsible to anyone other than S&N for providing the protections afforded to clients of UBS Investment Bank or for providing advice in relation to the Offer or to the matters referred to herein. The availability of the Offer to S&N Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the Listing Rules, the rules of the London Stock Exchange and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

The Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction.

Notice to US investors

The Offer relates to the shares in a Scottish company and is being made by means of a scheme of arrangement provided for under company law of Scotland. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies. If BidCo decides, subject to the consent of the Panel, to implement the Offer by way of a takeover offer, the Offer will be made in compliance with applicable US laws and regulations.

S&N is organised under the laws of Scotland. All of the directors of S&N are residents of countries other than the United States, and substantially all of the assets of S&N are located outside of the United States. BidCo is a newly incorporated Jersey company owned by Carlsberg, a Danish corporation and Heineken, a Dutch corporation, and formed in connection with the Offer. You may not be able to sue S&N, BidCo, Heineken or Carlsberg in a non-US court for violations of US securities laws.

Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence in the United States.

Forward-Looking Statements

This announcement, oral statements made regarding the Offer, and other information published by Heineken, Carlsberg, BidCo and S&N contain statements that are or may be "forward-looking statements", including for the purposes of the US Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of Heineken, Carlsberg, BidCo and S&N and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects of the Offer on S&N and BidCo, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this announcement other than historical facts. Statements in this announcement relating to BBH are or may be "forward-looking statements", including for the purposes of the US Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of Carlsberg and S&N and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as "targets", "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of BidCo or S&N. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither Heineken, Carlsberg, BidCo, nor S&N undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of S&N, all "dealings" in any "relevant securities" of S&N (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of S&N, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of S&N by Heineken, Carlsberg, BidCo or S&N, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, or consult the Panel's website at www.thetakeoverpanel.org.uk.



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