Little Creatures to go to Lion

Media Release

Little World Beverages Board Recommends Lion Offer to Acquire 100% of Little World Beverages by Scheme of Arrangement

Monday 18 June 2012: Lionconfirmedtodaythatithas reachedanagreement withtheBoardofLittleWorld Beveragestoacquirethe shares in Little World Beverages it does not already own by way of a Scheme of Arrangement (“Scheme”). Under the Scheme, Lion proposes to offer Little World Beverages shareholders $5.30 per share in cash (“the Offer”) subject to the successful implementation of the Scheme.

The cash consideration of $5.30 per share will be reduced by the amount of any dividend declared by Little World Beverages prior to the Scheme becoming effective (the “Offer”).

This Offer provides a highly attractive outcome to Little World Beverages shareholders. It values Little World Beverages at a total enterprise value of $381.6 million and represents:

  • a multiple of 23.1 times Little World Beverages’ FY11 EBITDA (Little World Beverages’ last published annualaccounts) and 20.3 times Little World Beverages’ EBITDA for the 12 months to 31 December, which comparesfavourably with precedent transactions and sector trading benchmarks;
  • a 39.8% premium to $3.79 per share, Little World Beverages’ last ASX closing price on 15 June 2012;
  • a 45.0% premium to $3.65 per share, Little World Beverages’ one month volume weighted average ASX closingshare price (“VWAP”) up to and including 15 June 2012;
  • a 44.9% premium to $3.66 per share, Little World Beverages’ three month (“VWAP”) up to and including 15 June2012; and
  • a 49.6% premium to $3.54 per share, Little World Beverages’ six month (“VWAP”) up to and including 15 June2012.

Rob Murray, Chief Executive Officer of Lion, said: “This is a very compelling offer for Little World Beverages shareholders and we are pleased the Little World Beverages Board has agreed to recommend it to its shareholders.

“Lion has a long history of supporting the Little World Beverages business and we believe there is now a fantastic opportunity through Lion’s scale distribution system to get these great brands to more beer lovers, while respecting the craft brewing ethos of the Little World Beverages brands, breweries and hospitality venues.

“Lion has a strong record of nurturing and preserving the entrepreneurism that has made boutique beer and winebrands like James Squire, Knappstein, Petaluma and St Hallett great, and will continue to invest in the Little WorldBeverages’ brands in the same manner.

“Lion holds Little World Beverages’ founders and management team in the highest regard. They deserve enormousrespect for building Little Creatures into one of Australia’s leading craft beer brands,” said Rob.

The Independent Directors of Little World Beverages have confirmed that they intend to unanimously recommendthat Little World Beverages’ non-Lion shareholders vote in favour of the Scheme and each of the LWB Directorsintends to vote in favour of the Scheme in relation to the LWB shares held or controlled by them (which amount toapproximately 35% of the total current LWB shares on issue), in the absence of a superior proposal and subject toconfirmation by an independent expert that the Scheme is in the best interests of shareholders.

Conditions of Lion’s Offer
The implementation of the Scheme is subject to a limited number of customary conditions, including:

  • issue of ASIC & ASX consents, waivers, modifications and approvals necessary to implement the Scheme;
  • approval from the Foreign Investment Review Board;
  • approval of the Scheme by Little World Beverages shareholders and the Court;
  • an independent expert (appointed by the Independent Directors of Little World Beverages) confirming that the Scheme is in the best interests of Little World Beverages’ shareholders; and
  • other customary conditions such as no material adverse change in the Little World Beverages business.

Next Steps
A Scheme Booklet with full details of the Offer, including an independent expert’s report, is expected to bedispatched to Little World Beverages shareholders in September 2012. The scheme meeting to approve the Schemeis expected to be held in October 2012.

Greenhill Caliburn is acting as financial adviser to Lion and King & Wood Mallesons is acting as its legal adviser.

About Little World Beverages

Little World Beverages is an ASX listed craft brewing company based in Fremantle, Western Australia. Lion was afoundation shareholder in the Little World Beverages business in 2000 with a 20% interest and, at the time of theinitial public offering and ASX listing in 2005, had achieved an interest of 35%. Lion now holds 36.3%.

Little World Beverages’ key brands are Little Creatures, White Rabbit and Pipsqueak Cider. Little World Beveragesoperates one brewery in Fremantle, one in Healseville and has another brewery under construction in Geelong. Italso operates three hospitality venues in Fremantle, Healesville and Fitzroy.

About Lion

Lion brings together great household brand names including Tooheys, Dairy Farmers, XXXX, PURA, Hahn, Berri,Speight’s, King Island Dairy, Boag’s, Yoplait, Wither Hills and COON. Lion has a strong record in nurturing smallerpremium brands without compromising entrepreneurialism or quality. Such brands include James Squire,Knappstein, Petaluma and St Hallett.

Lion believes business success comes from investing in its people and brands and by constructively engaging itsstakeholders. Lion employs close to 7,500 people across Australia and New Zealand and delivers revenues in excessof AU$5 billion. In addition to direct employment, Lion makes a significant contribution to the Australian and NewZealand economies – it is one of the region’s largest purchasers of agricultural goods and an integral component ofthe retail, hospitality and tourism industries.

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