The Carlsberg Foundation poised to change charter

THE Carlsberg Foundation, the charity that holds a controlling stake in the eponymous Danish brewer, is poised to change its charter, paving the way for further takeovers in Asia.

Carlsberg wants to change its constitution to make it easier to expand by acquisitions, particularly in new markets Picture: Reuters

Flemming Besenbacher, chairman of both the foundation and the Carlsberg Group, wants to remove a clause in the charter that requires the foundation to hold 25 per cent of the beer maker’s ordinary shares.

He said that the change would give Carlsberg, the world’s fourth-largest brewer, more financial flexibility to capitalise on acquisition opportunities in a consolidating industry.

“My fear is that if we do not do this, then the risk that Carlsberg will be marginalised in the industry will be much higher,” Besenbacher said.

“We believe that the change is in the clear interest of all shareholders as well as other stakeholders of the Carlsberg Group,”

Besenbacher stressed the brewer would continue to be a Danish company, with its head office in Copenhagen.

Morten Imsgard, a drinks analyst at Danish broker Sydbank, said: “This will make it easier for the brewer to act if it wants to make larger acquisitions. Then the foundation does not have to be involved in the same way.”

One British drinks analyst added: “This looks like a tidying up exercise by the Carlsberg Foundation, heralding greater takeover activity, most probably in the Asian beer market.”

The foundation, which has been the main owner of Carlsberg since 1888, wants to maintain a separate rule that requires it to hold at least 51 per cent of the group’s voting rights through preference shares.

The charity would then still retain control of the brewer even if it cuts its holding of ordinary shares. At the end of 2012, it owned 30 per cent of the ordinary shares but held 75 per cent of the voting rights through its privileged shares.

Any changes to the foundation’s charter have to be approved by the Danish ministry of justice.

Imsgard said he did not believe the foundation would sell its shares, but was more likely to let its holding be diluted in a possible future share issue.

It is only six years since the foundation cut its required holding to 25 per cent from 51 per cent, paving the the way for Carlsberg and Heineken’s joint £7.8 billion carve-up of Edinburgh-based Scottish & Newcastle Breweries.

The 2008 deal saw Carlsberg take over S&N’s French and German operations, and the 50 per cent stake in Baltic Beverages Holdings, a Russian joint venture, that it did not already own.

The initially-unsolicited takeover eventually won a recommendation from S&N’s board, ending 260 years of independent trading for the brewer.

As part of the deal, Heineken took over S&N’s UK operations and a leading 26 per cent share of the market, as well as the Scottish brewer’s businesses in Belgium, Finland, Portugal and the United States.

Carlsberg’s board yesterday proposed a new dividend policy, so payouts for 2014 onwards will be at least 25 per cent of adjusted net profit.