HEINEKEN intends to acquire control of Distell and Namibia Breweries to create a regional beverage champion for Southern Africa

The Transaction will be implemented through a number of simultaneous and inter-conditional steps, and will involve:

• A recommended offer by HEINEKEN for Distell, which values the businesses ^1] to be acquired at approximately €2.2 billion and is subject to, inter alia, Distell shareholder approval;

At completion, HEINEKEN will contribute these acquired assets plus its 75% directly owned shareholding in HSA and certain other fully owned export operations in Africa, into an unlisted public holding company (referred to as Newco). HEINEKEN will own a minimum of 65% of Newco, with the remainder held by Distell shareholders who elect to reinvest.

_{[1] Representing the In-Scope Assets only as outlined in the Distell Firm Intention Announcement}

“We are very excited to bring together three strong businesses to create a regional beverage champion, perfectly positioned to capture significant growth opportunities in Southern Africa.

Distell is a highly regarded, resilient business with leading brands, a talented workforce and a strong track record of innovation and growth in Africa. With NBL, there are exciting opportunities to expand premium beer and cider in Namibia and grow the iconic Windhoek brand beyond its home market. Together we will be able to better serve our consumers and customers through a unique combination of multi-category leading brands and a strengthened route-to-market. The businesses share common values derived from their family heritage, long-term perspectives, entrepreneurial spirit, and care for people and planet.

We have successfully built our business in Africa over 100 years.  Today’s announcement is a vote of confidence in the long-term prospects of South Africa and Namibia and we commit to being a strong partner for growth and to make a positive impact in the communities in which we operate.” Dolf van den Brink Chairman of the Executive Board/CEO“

Together, this partnership has the potential to leverage the strength of HEINEKEN’s global footprint with our leading brands to create a formidable, diverse beverage company for Africa. I am excited for what lies ahead as we look to combine our strong and popular brands and highly complementary geographical footprints to create a world class African company in the alcohol beverage sector. Our combined entity will grow our local expertise and insights to better serve consumers across the region. Richard Rushton, Distell CEO“

What we have achieved with NBL is truly amazing, but the time has come to unleash its full potential, by giving NBL access to the world. Having worked with HEINEKEN for many years and knowing that they too are passionate about beer and share similar family values and culture to that of O&L, we are confident that HEINEKEN is best placed to do just that. Sven Thieme, NBL CEO

Strategic rationale

HEINEKEN’s global EverGreen strategy places consumers and customers at its core whilst continually enhancing and expanding its portfolio and footprint. The Transaction will create a Southern Africa champion and an important gateway to Africa, the next frontier of growth, and will:

• Strengthen its #2 position in South Africa, the largest market in Africa, with a unique multi-category portfolio

• Bring together the leading portfolios in premium beer, cider, flavoured alcoholic beverages (FABs), wine, and #2 in spirits, with iconic brands such as Heineken®, Savanna, Hunters, 4^th Street wine, and Amarula
• Beer to benefit from increased scale and continued premiumisation
• Acquire the leading Cider & FAB portfolio
• Wine and spirits offering complementarity and optionality
• Combine two highly complementary route-to-markets, reaching more consumers and customers, more often.

• Acquire control of the beer market leader in Namibia, providing premiumisation and other growth opportunities whilst benefitting from cost efficiencies when becoming part of the HEINEKEN group.

• Strengthen and optimise its footprint across Southern Africa to accelerate growth:

• Combine route-to-markets and portfolios in export countries, to increase efficiency and capture additional growth, especially in attractive markets like Kenya and Tanzania;

HEINEKEN anticipates that the Transaction will generate significant synergies, in line with comparable in-market transactions.

Financial impact for HEINEKEN

• HEINEKEN’s total investment in Newco will be approximately €2.5 billion, in return for a 65% shareholding. The total investment comprises:

• A cash pay-out of approximately €1.3 billion for the transactions involving Distell and NBL above; and

• On realisation of significant revenue and cost synergies, the Transaction is expected to be margin accretive over the medium term.

Brew a Better World

HEINEKEN is committed to be a partner for growth in Southern Africa and aims to make a positive impact on the environment, social sustainability, and responsible consumption in the communities in which it operates. Headquartered in South Africa, the new business is ambitious for growth and will engage positively and proactively with stakeholders on measures demonstrating its long-term commitment to the region. This will include ongoing investment in the business, employment, localisation and supplier development, talent development, and contribution to the economic development of the region.

HEINEKEN is keenly aware of the importance of economic transformation in South Africa through Broad-Based Black Economic Empowerment (“B-BBEE”) and intends to enhance the enlarged business’ empowerment ownership post completion of the Transaction.

Newco will implement HEINEKEN’s Brew a Better World 2030 commitments, which include an ambitious agenda aligned to the UN Sustainable Development Goals to achieve carbon neutrality, waste reduction, water efficiency and address harmful use of alcohol. This will include projects and partnerships with proven impact on behavioural change and reducing alcohol related harm, alongside investment in responsible consumption campaigns and ensuring that consumers always have a choice through broadening the availability of zero alcohol beverages.

Next steps

Completion of the Transaction between HEINEKEN, Distell and NBL is subject to customary and applicable (including regulatory and shareholder) approvals. Expressions of support for the transaction have been received from shareholders representing c.56% of the votes of Distell and c.68% of the votes of minority shareholders of NBL. If regulatory and shareholder approvals are successfully obtained, the Transaction is expected to complete in the course of 2022. Further announcements will be made as and when appropriate.