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Efes Breweries International N.V BOWNE OF LONDON 10/14/2004 19:56 NO MARKS NEXT PCN: 002.00.00.00 -- Page/graphics valid 10/14/2004 19:57BOT U47471 001.00.00.00 82 EFES BREWERIES INTERNATIONAL N.V. 6.B.1 (A public limited liability company incorporated in The Netherlands) 6.B.2 6.B.6 Global Offering of 38,287,250 Ordinary Shares in the form of Global Depositary Receipts 6.B.5(a) 6.B.15(b) Offer Price: US$23.25 per Global Depositary Receipt 6.B.15(d)i 38,287,250 ordinary shares, each with a nominal value of 01.00 per share (the ‘‘Shares’’), of Efes Breweries International N.V. (the ‘‘Company’’), a 6.B.16 public limited liability company incorporated in The Netherlands, are being offered, in the form of global depositary receipts (‘‘GDRs’’), each GDR 6.B.17 representing an interest in five Shares, by the Company and by certain selling shareholders of the Company named on page 71 (the ‘‘Selling 6.C.2 Shareholders’’). 6.P.7 The offering consists of (a) an offering (the ‘‘U.S. Offering’’) to certain ‘‘qualified institutional buyers’’ (each a ‘‘QIB’’) as defined in Rule l44A 3.22(a) (‘‘Rule l44A’’) under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), in the United States of GDRs (the ‘‘Rule l44A GDRs’’) in reliance on Rule l44A; and (b) an offering (the ‘‘International Offering’’ and, together with the U.S. Offering, the ‘‘Offering’’) outside the United States to non-US persons of GDRs (the ‘‘Regulation S GDRs’’) in reliance on Regulation S (‘‘Regulation S’’) under the Securities Act. The GDRs will not be offered to residents of The Netherlands other than to professional investors. None of the GDRs are being made available, in whole 6.B.2 or in part, to the public in connection with the Offering. The Selling Shareholders have granted to Credit Suisse First Boston (Europe) Limited (‘‘CSFB’’) an option (the ‘‘Over-allotment Option’’) exercisable 6.B.5(b)(iii) within 30 days after the closing of the Offering, which is expected to occur on or about 20 October 2004 (the ‘‘Closing Date’’) to purchase a maximum of 3,482,815 additional Shares in the form of GDRs, solely to cover over-allotments, if any, in the Offering and/or to cover short positions relating to stabilisation activities. See ‘‘Subscription and Sale’’. The GDRs are of a specialist nature and should normally only be bought and traded by investors 23.51(b) who are particularly knowledgeable in investment matters. See ‘‘Risk Factors’’ beginning on page 12 for a discussion of certain matters that prospective investors should consider prior to making an investment decision. THE GDRs OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE GDRs ARE BEING SOLD IN THE UNITED STATES ONLY TO QIBs IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE l44A, AND OUTSIDE THE UNITED STATES TO NON-US PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE GDRs MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE l44A. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFER, SEE ‘‘TRANSFER RESTRICTIONS, SELLING RESTRICTIONS AND SETTLEMENT’’. Application has been made (i) to the UK Listing Authority (the ‘‘UKLA’’) for the GDRs to be admitted (‘‘Admission’’) to the Official List of the 6.B.13 UKLA; (ii) to London Stock Exchange plc (the ‘‘London Stock Exchange’’) for the GDRs to be traded through the International Order Book of the 6.B.1 London Stock Exchange (the ‘‘IOB’’); and (iii) for the Rule l44A GDRs to be designated as eligible for trading in the PORTAL Market of The 6.B.18 Nasdaq Stock Market, Inc. (‘‘PORTAL’’). Prior to the Closing Date there has not been any public market for the Shares or the GDRs. It is expected 6.P.6(a) that conditional trading in the Regulation S GDRs through the IOB and in the Rule l44A GDRs on PORTAL will commence on a ‘‘when issued’’ 6.P.8 basis on or about 15 October 2004, and unconditional trading in the Regulation S GDRs on the London Stock Exchange through the IOB and in the Rule l44A GDRs on PORTAL will commence on or about 21 October 2004. All dealings in the GDRs prior to the commencement of 23.51(c) unconditional dealings will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned. The Shares have not been, and are not expected to be, listed on any stock exchange. A copy of this Offering Circular, including the financial statements included herein, comprises Listing Particulars relating to the Company 6.B.3 prepared in accordance with the Listing Rules of the UKLA (the ‘‘Listing Rules’’) made pursuant to Part VI of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) and has been delivered to the Registrar of Companies for England and Wales for registration in accordance with Section 83 of that Act. The Shares and the GDRs are not listed in The Netherlands. This Offering Circular has not been reviewed, approved or disapproved by any regulatory authority in The Netherlands. The Company is not subject to the ongoing reporting requirements of the securities laws of The Netherlands. The GDRs offered hereby are offered severally by the Managers referred to in ‘‘Subscription and Sale’’ (the ‘‘Managers’’) or through their 6.B.15(f) selling agents, as specified herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The Regulation S GDRs will be evidenced by a Global Depositary Receipt (the ‘‘Master Regulation S GDR’’) deposited with The Bank of New York, as custodian for The Depository Trust Company (‘‘DTC’’) in New York. The Rule l44A GDRs will be evidenced by a Master Rule l44A Global Depositary Receipt (the ‘‘Master Rule l44A GDR’’ and, together with the Master Regulation S GDR, the ‘‘Master GDRs’’) deposited with The Bank of New York as custodian for DTC in New York. Except as described herein, beneficial interests in the Master GDRs will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank N.V./S.A. (‘‘Euroclear’’) and Clearstream Banking, societ´ e´ anonyme (‘‘Clearstream, Luxembourg’’), and their direct and indirect participants. It is expected that delivery of the GDRs will be made on or about 20 October 2004 through DTC. Lead Manager and Bookrunner Credit Suisse First Boston Co-Lead Managers ABN AMRO Rothschild CA IB United Financial Group Selling Agent Allen & Company LLC The date of this Offering Circular is 15 October 2004 BOWNE OF LONDON 10/01/2004 15:00 NO MARKS NEXT PCN: 003.00.00.00 -- Page is valid, no graphics BOT U47471 002.00.00.00 21 The Company accepts responsibility for the information contained in this Offering Circular. To the best 6.A.3 of the Company’s knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Any reference in this document to Listing Particulars means this document excluding all information 23.11(y) incorporated by reference. The Company has confirmed that any information incorporated by reference, including any such information to which readers of this document are expressly referred, has not been and does not need to be included in this document to satisfy the requirements of FSMA or the Listing Rules. The Company believes that none of the information incorporated herein by reference conflicts in any material respect with the information included in this document. No person is authorised to give any information or to make any representation in connection with the offering or sale of the GDRs other than as contained in this Offering Circular, and, if given or made, such information or representation must not be relied upon as having been authorised by the Company, the Selling Shareholders, the Depositary (as defined below) or any of the Managers. This Offering Circular is being furnished by the Company and the Selling Shareholders solely for the purpose of enabling a prospective investor to consider the purchase of the GDRs. No representation or warranty, express or implied, is made by any Manager or any of their affiliates or advisors as to the accuracy or completeness of any information contained in this Offering Circular, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by any Manager as to the past or the future. Any reproduction or distribution of this Offering Circular, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the GDRs is prohibited, except to the extent that such information is otherwise publicly available. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct at any time subsequent to such date.
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