Shareholders of East African Breweries PLC (EABL) are advised that EABL was on 13th October 2022 served with a notice of intention by Diageo Kenya Limited (Diageo Kenya), to acquire up to 118,394,897 additional ordinary shares in EABL from other shareholders of EABL by means of a partial tender offer.
Diageo Kenya is a wholly owned indirect subsidiary of Diageo plc, and already owns 50.03% of the issued ordinary shares of EABL. If the proposed acquisition of shares is fully taken up, Diageo Kenya will control directly up to 65% of the issued share capital of EABL.
The tender offer will be open to all other shareholders of EABL and Diageo Kenya will only acquire additional shares from those shareholders who express their wish to realise their investment in EABL, by tendering their shares for sale to Diageo Kenya on the terms to be specified in the tender offer.
In its notice, Diageo Kenya has stated that it does not intend to acquire any more than 118,394,897 additional ordinary shares and that it intends to maintain EABL’s listing on the Nairobi Securities Exchange following completion of the tender offer. Consequently, Diageo Kenya intends to apply to the Capital Markets Authority (CMA) for an exemption from having to make a full takeover offer to acquire the entire issued capital of EABL.
The partial Tender Offer is entirely subject to and conditional on: approval from the CMA and the CMA granting the exemption sought pursuant to Regulation 5(1) of the Take-over Regulations; and any other regulatory approvals that may be required to implement the Tender Offer, and will not commence unless and until these approvals and exemptions have been granted.
Further details of the proposed tender offer will be issued through the requisite announcements that Diageo Kenya will make pursuant to the provisions of the Capital Markets (Take-overs and Mergers) Regulations 2002. Until a further announcement regarding this matter is made, the shareholders of EABL and the investing public are advised to exercise caution when dealing in EABL’s ordinary shares on the Nairobi Securities Exchange.
By order of the Board.
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