Pursuant to Regulation 4(3) of The Capital Markets (Take-overs & Mergers) Regulations, 2002 (the Take-over Regulations), we, Diageo Kenya Limited (Diageo Kenya), hereby announce to the public that we have on 13 October 2022 served on East African Breweries PLC (EABL) notice of our intention to acquire up to 118,394,897 additional ordinary shares in EABL by means of a tender offer (Tender Offer) made to all other shareholders of EABL.
1. The Proposed Offeree
The proposed offeree is EABL, a public limited company incorporated under the laws of Kenya with registration number C. 5/34, listed on the Main Investment Market Segment of the Nairobi Securities Exchange, whose registered office is 5th Floor, Garden City Business Park, Block A and of P.O. Box 30161-00100, Nairobi, Kenya. Further information in relation to EABL is available on its website at https://www.eabl.com/.
The Proposed Offeror
The proposed offeror is Diageo Kenya, a private limited liability company incorporated under the laws of the Republic of Kenya with registration number C.5445 and having its registered office at Land Reference Number 1870/1/176, ALN House, Eldama Ravine Close, off Eldama Ravine Road, Westlands, Nairobi. Diageo Kenya is a wholly owned indirect subsidiary of Diageo plc (Diageo). Diageo is headquartered in London, England and has a primary listing on the London Stock Exchange and a secondary listing on the New York Stock Exchange and, through its subsidiaries, joint ventures and other investments operates in multiple other African countries offering various alcoholic and non-alcoholic beverages to consumers around the world. Further details on Diageo, including its annual financial reports, details of directors, core activities and management can be found on its website at https://www.diageo.com/en. Additional https://www.diageo.com/en/investors.
Current Shareholding by Diageo Kenya in EABL reporting information is available at As at the date of this announcement, Diageo Kenya holds 395,608,434 ordinary shares in the capital of EABL (Ordinary Shares), which represents 50.03% of the issued share capital of EABL.
Diageo Kenya therefore currently has effective control of EABL within the meaning of the Take-over Regulations.
Proposed Acquisition of Additional Shares of EABL by Diageo Kenya
Diageo Kenya proposes to acquire up to an additional 118,394,897 Ordinary Shares (the Additional Shares) in EABL, representing no more than fourteen decimal point nine seven per cent (14.97%) of the issued share capital of EABL, through the Tender Offer. The price payable for each Ordinary Share tendered in the proposed Tender Offer is Kenya Shillings 192.00 (Tender Price). As will be explained in more detail in the Tender Offer Document, the Tender Price represents:
i), a premium to the volume weighted average price (VWAP) at which Ordinary Shares of EABL traded on the Nairobi Securities Exchange days up to 12 October 2022 (the last day on which EABL shares traded before Diageo Kenya submitted its Notice of Intention to launch the Tender Offer) of: (i) thirty one decimal point four per cent (31.4%) to the past 30 trading days VWAP (ii) forty two decimal point five per cent (42.5%) to the past 90 trading days VWAP, and (iii) a premium of thirty three decimal point five (33.5%) to the past 180 trading days VWAP;
ii), | a premium of thirty nine decimal point seven per cent (39.7%) to the daily average trading price at which Ordinary Shares traded on 12 October 2022 (the last day on which EABL shares traded before Diageo Kenya submitted its Notice of Intention to launch the Tender Offer);
iii). an implied Price to Earnings per Share multiple of 12.8 times (for the financial year ended 30 June 2022); and
iv). an implied Total Enterprise Value to unadjusted EBITDA multiple of 5.7 times (for the financial
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